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General Warranty Deed - Friendswood Lakes, Inc. - 1800 FRIENDSWOOD LAKES BLVD (2007073066)
NlillhIIIII0IIiIIIIIIIIiIIIIIIIIIIIIIIIiIIIiHIiiiililiiif 2007073066 • 4 PGS GENERAL WARRANTY DEED DATE: November 8,2007 GRANTOR: Friendswood Lakes,Inc.,Texas Corporation acting by and through its duly authorized undersigned officers. ADDRESS: P.O.Box 72,Friendswood,Texas 77549 GRANTEE: City of Friendswood ADDRESS: 910 South Friendswood,Drive,Friendswood,TX 77549 CONSIDERATION: Ten dollars($10.00)Cash and other good and valuable consideration. PROPERTY: Tract I: A 2,400 square foot tract of land situated in the George w.Patterson,Abstract No.645,Galveston County, Texas; said 2,400 square foot tract of lard being out of a part of the thirty(30)foot Drainage Reserve located in Friendswood Lakes,Section 1 subdivision as recorded at Volume 18,Map No. 1176 of the Map Records of Galveston County,Texas. Tract IV: A 8.47 acre tract of land situated in the Mary Fabreau Survey,Abstract No.69,Galveston County,Texas; said 8.47 acre tract of land being out of and a part of a called 31.9593 acre tract of land;a called 2.0477 acre tract of land and a called 32.4763 acre tract of land all being conveyed to Friendswood Lakes,Inc.as recorded at Film Code No.014-67-1510 of the Official records of Real Property of Galveston County, Texas. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: All presently recorded restrictions,reservations,covenants,conditions,oil and gas leases,mineral reservations,and other instruments,other than lien and conveyances,that affect the property;taxes for the current year,prorated,of which Grantor will pay. Grantor,for the consideration and subject to the reservations from and exceptions to conveyance and warranty,GRANT,SELL,AND CONVEY 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 and successors and assigns forever. Grantor binds Grantor and Grantor's heirs,executors,administrators and successors 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 from and exceptions to conveyance and warranty. When the context requires,singular nouns and pronouns include the plural. FRIENDS WOOD LAKES,INC. V By: William F.Mitchell,President ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF GALVESTON VIL THIS INSTRUMENT was acknowledged before me on this the of Ak1Z) ,2007 by WILLIAM F.MITCHELL, President of Friendswood Lakes,Inc.,a Texas Corporation,on behalf of said corporation. •P \M G. 1lEFNEB Notary P .lic and for the 0Notary ,,blic,State of Texas . State of exas " * t: rrlrs'sionP Expires 05-09-2008 r s s. Printed Name of Notary Public FILED BY 4(Mil ",.,o TITLE CO..'", nw • r EXHIBIT "B" TRACT I Description of a 2,400 square foot tract of land situated in the George W. Patterson Survey, Abstract No. 645,Galveston County, Texas;said 2,400 square foot tract of land being out of and a part of the thirty(30)foot Drainage Reserve located in Friendswood Lakes, Section 1 subdivision as recorded at Volume 1 S,Map No. 1176 of the Map Records of Galveston County, Texas;said 2,400 square foot pact of land being more particularly described by metes and bounds as follows. NOTE: Bearing basis for this description is the Southerly line of said Friendswood Lakes, Section 1 subdivision; said Southerly line being S 45°00'00"E. BEGI.NNING at the Northerly corner of this description and also being the Southerly corner of Reserve"A"of said Friendswood Lakes, Section 1;said point also being the Westerly corner of Eagle Creek Drive(S0' right-of-way)as shown on said Friendswood Lakes,Section 1 plat. THENCE S 45°00'00"E with the Northeasterly line of this description and the Southerly line of said Eagle Creek Drive a distance of 80.00 feet to the Easterly corner of this description, the Easterly corner of said Eagle Creek Drive and also being the Westerly corner of Lot 1,Block 9 of said Friendswood Lake, Section 1. THENCE S 45'01'42"W with the Southeasterly line of this description and across said thirty (30) foot Drainage Reserve a distance of 30.00 feet to the Southerly corner of this description; said point being in the Southerly line of said thirty(30) foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1. THENCE N 45°00'00"W with the Southwesterly line of this description,the Southerly line of said thirty(30)foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1 a distance of 80,00 feet to the Westerly corner of this description. THENCE N 45'01'42" E with the Northwesterly line of this description and across said thirty (30) foot Drainage Reserve a distance of 30.00 feet to the PLACE OF BEGINNING, containing within said boundaries a calculated area of 2,400 square feet of land. NOTE: THIS COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE ARE CORRECT PAGE 1 OF 3 PAGES EXHIBIT"B" CONTINUED TRACT IV Description of a 8.47 acre tract of land situated in the Mary Fabreau Survey,Abstract No. 69, Galveston County, Texas;said 8.47 acre tract of land being out of and a part of a called 31.9593 acre tract of]and;a called 2.0477 acre tract of land and a called 32.4763 acre tract of land all being conveyed to Friendswood Lakes,Inc. as recorded at Film Code No. 014-67-1510 of the Official Public Records of Real Property of Galveston County, Texas;said 8.47 acre tract of land being more particularly described by metes and bounds as follows: NOTE:Bearing basis for this description is the Southwesterly line of Friendswood Lakes, Section 2 subdivision as recorded at Volume 13,Map No. 1366 of the Map Records of Galveston County, Texas;said Southwesterly line being S 45°54'29"E. BEGINNING at the most Westerly corner of this description,the same being the most Northerly West comer of said 2.0477 acre tract of land and also being the most Westerly Southwest corner of Reserve"I"located in Friendswood Lakes, Section 1 subdivision as recorded at Volume 18, Map No. 1176 of the Map Records of Galveston County,Texas. THENCE S 74°13'28"E with the Westerly line of this description and the Southerly line of said Reserve "I"a distance of 139.67 feet to the beginning of a curve to the right, concave Southerly. THENCE in a Easterly direction with the Westerly line of this description,the Southerly line of said Reserve"1"and said curve to the right having a central angle of 8°1 S'02", a radius of 416.32 feet, an arc length of 60.31 feet and a chord bearing and distance of S 82°41'27"E, 60.26 feet to the beginning of a curve to the left, concave Northerly. THENCE in a Easterly direction with the Westerly line of this description,the Southerly line of said Reserve"I"and said curve to the left having a central angle of 36°37'11", a radius of 320.00 feet, an arc length of 204.52 feet and a chord bearing and distance of N 84°18'47"E, 201.06 feet to the end of this curve. THENCE N 66'00'12"E with the Westerly line of this description and the Southerly line of said Reserve"I"a distance of 156.63 feet to the beginning of a curve to the right,concave Southerly. THENCE in a Easterly direction with the Westerly line of this description, the Southerly line of said Reserve"t"and said curve to the right having a central angle of 5°56'47", a radius of 180.00 feet, an arc length of 18.68 feet and a chord bearing and distance of N 68°58'39" E, 18.67 feet to the most Northerly Northeast corner of this description and also being the most Westerly Northwest corner of Reserve"D" located in said Priendswood Lakes, Section 2 subdivision. THENCE S 51°26'44" E with the Northerly line of this description and the Southwesterly line of said Reserve"D"a distance of 401.16 feet to the beginning of a curve to the right,concave Southwesterly. THENCE in a Southeasterly direction with the Northerly Lae of this description,the Southwesterly line of said Reserve"D" and said curve to the right having a central angle of NOTE: THIS COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE ARE CORRECT PAGE 2 OF 3 PAGES EXHIBIT "B" CONTINUED 4°55'46", a radius of 2100.00 feet, an arc length of 180.68 feet and a chord bearing and distance of S 49°00'51"E, 180.62 feet to the beginning of a reverse curve to the left, concave Northerly. THENCE in a Easterly direction with the Northerly line of this description,the Southerly line of said Reserve"D"and said reverse curve to the left having a central angle of 88°51'14", a radius of 25.00 feet, an arc length of 38.77 feet and a chord bearing and distance of N 89°01'22"E, 35.00 feet to the end of this curve and also being the most Southerly Southwest corner of Mossy Stone Drive(60' right-of-way)as shown on said Friendswood Lakes, Section 2 plat. THENCE S 46°27'10"E with the Northerly line of this description and the Southerly line of said Mossy Stone Drive a distance of 60.01 feet to the beginning of a non-tangent curve to the left, concave Easterly; said point also being the most Southerly Southeast corner of said Mossy Stone Drive and also being in the Westerly line of Reserve"F" of said Friendswood Lakes, Section 2. THENCE in a Southerly direction with the Northerly line of this description,the Westerly line of said Reserve"F"and said non-tangent curve to the left having a central angle of 90°30'09",a radius of 25.00 feet,an arc length of 39.49 feet and a chord bearing and distance of S 00°39'23" E, 35.51 feet to the end of this curve. THENCE S 45'54'29"E with the Northerly line of this description and the Southerly line of said Reserve"F"a distance of 572.61 feet to the most Easterly corner of this description; said point being in the Easterly line of said 32.4763 acre tract of land. THENCE S 44°06'46"W with the Easterly line of this description and the Easterly line of said 32.4763 acre tract of land a distance of 253.67 feet to the most Southerly corner of this description and also being the most Southerly corner of said 32.4763 acre tract of land. THENCE N 45°53'14" W with the Southerly line of this description and the Southerly line of said 32.4763 acre tract of land a distance of 820.80 feet to an angle point of this description,the most Westerly corner of said 32.4763 acre tract of land and also being the most Southerly corner of said 2.0477 acre tract of land. THENCE N 60°41'33"W with the Southerly Iine of this description and the Southerly line of said 2.0477 acre tract of land a distance of 836.12 feet to the PLACE OF BEGINNING; containing within said boundaries a calculated area of 8.47 acres(368,799.66 sq.ft.)of land. NOTE: THIS COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE ARE CORRECT PAGE 3 OF 3 PAGES FILED AND RECORDED Pj ` �,. OFFICIAL PUBLIC RECORDS @:::, 2007073066 November 15, 2007 11:01 :23 AM FEE: $28,00 Mary Ann Daigle, County Clerk Galveston County, TEXAS !IIIIIII!IIIIIIIIII!IIIIIIIIIIIIIIIUII!IIIIIIIIIIIIIIIIIII! 2007073066 • 4 PGS i GENERAL WARRANTY DEED DATE: November 8,2007 GRANTOR: Friendswood Lakes,Inc.,Texas Corporation acting by and through its duly authorized undersigned officers. ADDRESS: P.O.Box 72,Friendswood,Texas 77549 GRANTEE: City of Friendswood ADDRESS: 910 South Friendswood,Drive,Friendswood,TX 77549 CONSIDERATION: Ten dollars($10.00)Cash and other good and valuable consideration. PROPERTY: Tract I: A 2,400 square foot tract of land situated in the George w.Patterson,Abstract No.645,Galveston County, Texas; said 2,400 square foot tract of lard being out of a part of the thirty(30)foot Drainage Reserve located in Friendswood Lakes,Section 1 subdivision as recorded at Volume 18,Map No. 1176 of the Map Records of Galveston County,Texas. Tract IV: A 8.47 acre tract of land situated in the Mary Fabreau Survey,Abstract No.69,Galveston County,Texas; said 8.47 acre tract of land being out of and a part of a called 31.9593 acre tract of land;a called 2.0477 acre tract of land and a called 32.4763 acre tract of land all being conveyed to Friendswood Lakes,Inc.as recorded at Film Code No.014-67-1510 of the Official records of Real Property of Galveston County, Texas. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: All presently recorded restrictions,reservations,covenants,conditions,oil and gas leases,mineral reservations,and other instruments,other than lien and conveyances,that affect the property;taxes for the current year,prorated,of which Grantor will pay. Grantor,for the consideration and subject to the reservations from and exceptions to conveyance and warranty,GRANT,SELL,AND CONVEY 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 and successors and assigns forever. Grantor binds Grantor and Grantor's heirs,executors,administrators and successors 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 from and exceptions to conveyance and warranty. When the context requires,singular nouns and pronouns include the plural. FRIENDS WOOD LAKES,INC. 7 By: William F.Mitchell,President ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF GALVESTON THIS INSTRUMENT was acknowledged before me on this the / of / U . ,2007 by WILLIAM F.MITCHELL, President of Friendswood Lakes,Inc.,a Texas Corporation,on behalf of said corporation. t`.•P G• HIEFNER . Notary P lic and for the , p,,t�ic,State of Texas State of exas s +) li 1.tv,:narmission Expires 05-09 2008 �y -- Printed Name of Notary Public FILED BY r • 9 EXHIBIT "B" TRACT I Description of a 2,400 square foot tract of land situated in the George W. Patterson Survey, Abstract No. 645,Galveston County, Texas;said 2,400 square foot~tact of land being out of and a part of the thirty(30)foot Drainage Reserve located in Friendswood Lakes, Section 1 subdivision as recorded at Volume 18,Map No. 1176 of the Map Records of Galveston County, Texas;said 2,400 square foot tact of land being more particularly described by metes and bounds as follows. NOTE: Bearing basis for this description is the Southerly line of said Friendswood Lakes, Section 1 subdivision;said Southerly line being S 45°00'00"E. BEGINNING at the Northerly corner of this description and also being the Southerly corner of Reserve"A"of said Friendswood Lakes, Section 1;said point also being the Westerly corner of Eagle Creek Drive(80' right-of-way)as shown on said Friendswood Lakes,Section 1 plat. THENCE S 45°00'00"E with the Northeasterly line of this description and the Southerly line of said Eagle Creek Drive a distance of 80.00 feet to the Easterly corner of this description, the Easterly corner of said Eagle Creek Drive and also being the Westerly corner of Lot 1,Block 9 of said Friendswood Lake, Section 1. THENCE S 45'01'42"W with the Southeasterly line of this description and across said thirty (30) foot Drainage Reserve a distance of 30.00 feet to the Southerly corner of this description; said point being in the Southerly line of said thirty(30) foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1. THENCE N 45°00'00"W with the Southwesterly line of this description, the Southerly line of said thirty(30)foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1 a distance of 80,00 feet to the Westerly corner of this description. THENCE N 45'01'42"E with the Northwesterly line of this description and across said thirty (30) foot Drainage Reserve a distance of 30.00 feet to the PLACE OF BEGINNING; containing within said boundaries a calculated area of 2,400 square feet of land. NOTE: THIS COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE ARE CORRECT PAGE 1 OF 3 PAGES a EXHIBIT "B" CONTINUED TRACT IV Description of a 8.47 acre tract of land situated in the Mary Fabreau Survey, Abstract No. 69, Galveston County, Texas;said 8.47 acre tract of land being out of and a part of a called 31.9593 acre tract of land;a called 2.0477 acre tract of land and a called 32.4763 acre tract of land all being conveyed to Friendswood Lakes, Inc. as recorded at Film Code No. 014-67-1510 of the Official Public Records of Real Property of Galveston County,Texas;said 8.47 acre tract of land being more particularly described by metes and bounds as follows: NOTE:Bearing basis for this description is the Southwesterly line of Friendswood Lakes, Section 2 subdivision as recorded at Volume 13,Map No. 1366 of the Map Records of Galveston County, Texas;said Southwesterly line being S 45°54'29"E. BEGINNING at the most Westerly comer of this description,the same being the most Northerly West corner of said 2.0477 acre tract of land and also being the most Westerly Southwest corner of Reserve"I"located in Friendswood Lakes, Section 1 subdivision as recorded at Volume 18, Map No. 1176 of the Map Records of Galveston County,Texas. THENCE S 74°13'28"E with the Westerly line of this description and the Southerly line of said Reserve"I"a distance of 139.67 feet to the beginning of a curve to the right, concave Southerly. THENCE in a Easterly direction with the Westerly line of this description,the Southerly line of said Reserve"I"and said curve to the right having a central angle of 8°18'02", a radius of 416.32 feet, an arc length of 60.31 feet and a chord bearing and distance of S 82°41'27"E, 60.26 feet to the beginning of a curve to the left, concave Northerly. THENCE in a Easterly direction with the Westerly line of this description,the Southerly line of said Reserve"I"and said curve to the left having a central angle of 36°37'11", a radius of 320.00 feet,an arc length of 204.52 feet and a chord bearing and distance of N 84°18'47"E, 201.06 feet to the end of this curve. THENCE N 66'00'12" E with the Westerly line of this description and the Southerly line of said Reserve"I"a distance of 156.63 feet to the beginning of a curve to the right,concave Southerly. THENCE in a Easterly direction with the Westerly line of this description,the Southerly line of said Reserve"I"and said curve to the right having a central angle of 5°56'47", a radius of 180.00 feet, an arc length of 18.68 feet and a chord bearing and distance of N 68°58'39"E, 18.67 feet to the most Northerly Northeast corner of this description and also being the most Westerly Northwest corner of Reserve"D" located in said Friendswood Lakes, Section 2 subdivision. THENCE S 51°26'44" E with the Northerly line of this description and the Southwesterly line of said Reserve"D"a distance of 401.16 feet to the beginning of a curve to the right,concave Southwesterly. THENCE in a Southeasterly direction with the Northerly line of this description,the Southwesterly line of said Reserve"D" and said curve to the right having a central angle of NOTE: THIS COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE ARE CORRECT PAGE 2 OF 3 PAGES EXHIBIT "B" CONTINUED 4°55'46", a radius of 2100.00 feet, an arc length of:80.68 feet and a chord bearing and distance of S 49300'51"E, 180.62 feet to the beginning of a reverse curve to the left, concave Northerly. THENCE in a Easterly direction with the Northerly line of this description, the Southerly line of said Reserve"D"and said reverse curve to the left having a central angle of 88°51'1 4", a radius of 25.00 feet, an arc length of 38.77 feet and a chord bearing and distance of N 89°01'22"E, 35.00 feet to the end of this curve and also being the most Southerly Southwest corner of Mossy Stone Drive(60' right-of-way)as shown on said Friendswood Lakes, Section 2 plat. THENCE S 46°27'10"E with the Northerly line of this description and the Southerly line of said Mossy Stone Drive a distance of 60.01 feet to the beginning of a non-tangent curt to the left, concave Easterly; said point also being the most Southerly Southeast corner of said Mossy Stone Drive and also being in the Westerly line of Reserve"F" of said Friendsweod Lakes, Section 2. THENCE in a Southerly direction with the Northerly line of this description,the Westerly line of said Reserve"F'and said non-tangent curve to the left having a central angle of 90°30'09",a radius of 25.00 feet, an arc length of 39.49 feet and a chord bearing and distance of S 00°39'23" E,35.51 feet to the end of this cure. THENCE S 45'54'29"E with the Northerly line of this description and the Southerly line of said Reserve"F"a distance of 572.61 feet to the most Easterly corner of this description; said point being in the Easterly line of said 32.4763 acre tract of land. THENCE S 44°06'46"W with the Easterly line of this description and the Easterly line of said 32.4763 acre tract of land a distance of 253.67 feet to the most Southerly corner of this description and also being the most Southerly corner of said 32.4763 acre tract of land. THENCE N 45°53'14" W with the Southerly line of this description and the Southerly line of said 32.4763 acre tract of land a distance of 820.80 feet to an angle point of this description,the most Westerly corner of said 32.4763 acre tract of land and also being the most Southerly corner of said 2.0477 acre tract of land. THENCE N 60°41'33"W with the Southerly Iine of this description and the Southerly line of said 2.0477 acre tract of land a distance of 836.12 feet to the PLACE OF BEGINNING; containing within said boundaries a calculated area of 8.47 acres(368,799.66 sq.ft.)of land. NOTE: THIS COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE ARE CORRECT PAGE 3 OF 3 PAGES z FILED AND RECORDED �� OFFICIAL PUBLIC RECORDS Qf �1�4/IA�GC, ± // _,„") 2007073066 %;';;:...'#1 :,) y November 15, 2007 11:01:23 AM FEE: $28.00 Mary Ann Daigle, County Clerk Galveston County, TEXAS . • Illllllllllllllllllilllllllllllllllllllllllllillllllllllllll 2007073067 2 PGS GENERAL WARRANTY DEED DATE: November 8,2007 GRANTOR: EAGLE CREEK INVESTMENTS, LTD, Friendswood Lakes, Inc., General Partner, Texas Corporation acting by and through its duly authorized undersigned officers. ADDRESS: P.O.Box 72,Friendswood,Texas 77549 GRANTEE: City of Friendswood ADDRESS: 910 South Friendswood,Drive,Friendswood,TX 77549 CONSIDERATION: Ten dollars($10.00)Cash and other good and valuable consideration. PROPERTY: Reserve"H"of Friendswood Lakes Section 2,a subdivision in Galveston County,Texas According to the map or plat thereof recorded in Volume 18,Page 1366 of the Map records Of Galveston County,Texas. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: All presently recorded restrictions,reservations,covenants,conditions,oil and gas leases,mineral reservations,and other instruments,other than lien and conveyances,that affect the property;taxes for the current year,prorated,of which Grantor will pay. Grantor,for the consideration and subject to the reservations from and exceptions to conveyance and warranty,GRANT,SELL,AND CONVEY 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 and successors and assigns forever. Grantor binds Grantor and Grantor's heirs,executors,administrators and successors 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 from and exceptions to conveyance and warranty. When the context requires,singular nouns and pronouns include the plural. EAGLE CREEK INVESTMENTS,LTD. FRIENDSWOOD LAKES,INC. General Partner By: # - --------- William F.Mitchell,President ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF GALVESTON f J THIS INSTRUMENT was acknowledged before me on this the /1 of Nov. ,2007 by WILLIAM F.MITCHELL, President of ii9t/e/grt9k/IlWeA /0JI/ I f;49ild 96A eMS9'.1 1+19f0PA M- t ►-A• notr/c 9tl'63�,/ck/beW9��'9�',�Ogl i9�9'r tfo/ Friendswood Lakes, Inc. , as general partner of EAGAPAII,haitrimmishin_ M' INVESTMENTS, LTD. , on behalf of said limited partnership. Not. 'u i . in and for the Stat- of Texas �. NER / A G.HEF I Pn ted Name of otaryPublic ', �,•' ',To? State of Texas /}aft Punl'rc, r��nntis��etas�� ? rf1� My commission Expires: I 2 3 i18$ `( ` FILED BY )MO TITLE COMP:klY FILED AND RECORDED �� OFFICIAL PUBLIC RECORDS r� • 0' �'���Z� v yam` 2007013067 November 15, 2007 11:01:23 AM FEE: $16.00 Mary Ann Daigle, County Clerk Galveston County, TEXAS II I sill III I fIIli 1 I III II I If 20@8@31085 7 PGS • NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. CORRECTION GENERAL WARRANTY DEED DATE: MayMay4 2008 GRANTOR: Friendswood Lakes, Inc., a Texas corporation, acting by and through its duly authorized undersigned officer(s). ADDRESS: P.O.Box 72,Friendswood,Texas 77549 GRANTEE: City of Friendswood ADDRESS: 910 S.Friendswood Drive,Friendswood,Texas 77549 CONSIDERATION: Ten dollars($10.00)and other good and valuable consideration PROPERTY: Tract I A 2,400 square foot tract of land situated in the George W.Patterson Survey,Abstract No. 645,Galveston County,Texas;said 2,400 square foot tract of land being out of and a part of the thirty (30) foot Drainage Reserve located in Friendswood Lakes, Section 1, a subdivision in Friendswood,Galveston County,Texas,according to the map or plat thereof recorded at Volume 18,Map No. 1176,of the Map Records of Galveston County,Texas,said tract being more fully described by metes and bounds set forth in Exhibit"A"attached hereto and incorporated herein by reference;and Tract IV An 8.47 acre tract of land situated in the Mary Fabreau Survey,Abstract No.69,Galveston County,Texas;said 8.47 acre tract of land being out of and a part of a called 31.9593 acre tract of land,a called 2.0477 acre tract of land,and a called 32.4763 acre tract of land,all being conveyed to Friendswood Lakes,Inc.as recorded at Film Code No.014-67-1510 of the Official Records of Real Property of Galveston County,Texas,said tract being more fully described by metes and bounds set forth in Exhibit"B"attached hereto and incorporated herein by reference;and Page I of 3 • � 0;31 f9Ei'{'3 i I tAI♦11)tJM It the flats of rBCClyd tfiGr$, th's InstrumBnt W8e foUrsd fo be fn�6 a j f f i9t�s b©;t l,hoto i.t W . rprrr�:rct#an phc)s:;copy,G;ec s:orcr ~a J if.ty, carbon o: aU„�fir�r;a 4r:d chun r'£Ctr+�. Alt bjackouta,the instrument was ttiiJ a were Pc aant&f the and recorded. tiara 9()23// 0 9 FILED BY ALAMO TITLE COMPANY Tract V That certain 0.3970 acre parcel being Unrestricted Reserve"C"of Friendswood Lakes, Section One(1),a subdivision in Friendswood,Galveston County,Texas,according to the map or plat thereof recorded in Volume 18,Page 1176,in the Office of the County Clerk of Galveston County,Texas. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: All presently recorded restrictions,reservations,covenants,conditions,oil and gas leases, mineral reservations, and other instruments, other than liens and conveyances, that affect the Property,and taxes for the current year,prorated,of which Grantor will pay. This Correction General Warranty Deed is made in place of, and as a replacement and correction of,that certain General Warranty Deed dated November 14,2007 from Friendswood Lakes,inc.,a Texas corporation,to City of Friendswood,recorded at Galveston County Clerk's Instrument No.2007073066,in the Real Property Records of Galveston County,Texas,wherein, by error or mistake,the said General Warranty Deed(a)purported to convey only Tracts I and 1V set forth therein when,in truth and in fact,the foregoing General Warranty should have conveyed Tracts I,IV and V,all as set forth hereinabove,and(b)did not reference the legal description of each of the foregoing Tracts I and IV attached as exhibits thereto.This Correction General Warranty Deed is made by Friendswood Lakes, Inc., a Texas corporation, and accepted by City of Friendswood,as a replacement of and to correct said mistakes or errors as noted and in the matter set forth above. NOW, THEREFORE, Grantor, for the consideration and subject to the foregoing Reservations From and Exceptions to Conveyance and Warranty,has GRANTED,SOLD AND CONVEYED,AND BY THESE PRESENTS DOES HEREBY GRANT,SELL,AND CONVEY, unto Grantee the foregoing Tracts I,IV and V as more fully described on Exhibits"A","B"and"C" attached hereto,together with all and singular the rights and appurtenances thereto in any wise belonging, hereinafter collectively, "the Property", to have and hold the Property to Grantee, Grantee's heirs,executors,administrators,successors and assigns forever. Grantor binds Grantor and Grantor's heirs,executors,administrators,successors and assigns to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs,executors,successors,administrators and assigns against 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 context requires,singular nouns and pronouns include the plural. WITNESS THE EXECUTION HEREOF this(25r day of (11 A•-•y,2008 but to be effective as of November 14,2007,the date of execution of the foregoing Genee{.al Warranty Deed. FRIENDS WOOD LAKES,INC. By: William F.Mitchell,President Page 2 of 3 THE STATE OF TEXAS COUNTY OF GALVESTON THIS INSTRUMENT was acknowledged before me on this th day of 2008 by n be a William F.Mitchell,President of Friendswood Lakes,Inc.,a Texas corporation,olf of said corporation. o�blic in�e State of Texas ,�'""rP ` LINDA KAY SCKITTONE My Commission Expires June 21,2009 Page 3 of 3 EXYIBIT "A" TRACT I Description of a 2,400 square foot tract of land situated in the George W.Patterson Survey, Abstract No.645,Galveston County,Texas;said 2,400 square foot tract of land being out of and a part of the thirty(30)foot Drainage Reserve located in Friendswood Lakes,Section 1 subdivision as recorded at Volume 18,Map No. 1176 of the Map Records of Galveston County, Texas;said 2,400 square foot tract of land being more particularly described by metes and bounds as follows: NOTE:Bearing basis for this description is the Southerly line of said Friendswood Lakes, Section I subdivision;said Southerly line being S 45°00'00"E. BEGINNING at the Northerly corner of this description and also being the Southerly corner of Reserve"A"of said Friendswood Lakes,Section 1;said point also being the Westerly corner of Eagle Creek Drive(80'right-of-way)as shown on said Friendswood Lakes,Section I plat. THENCE S 45°00'00"E with the Northeasterly line of this description and the Southerly line of said Eagle Creek Drive a distance of 80.00 feet to the Easterly corner of this description,the Easterly corner of said Eagle Creek Drive and also being the Westerly corner of Lot 1,Block 9 of said Friendswood Lake,Section 1. THENCE S 45°01'42"W with the Southeasterly line of this description and across said thirty (30)foot Drainage Reserve a distance of 30.00 feet to the Southerly corner of this description; said point being in the Southerly line of said thirty(30)foot Drainage Reserve and the Southerly line of said Friendswood Lake,Section 1. THENCE N 45°00'00"W with the Southwesterly line of this description,the Southerly line of said thirty(30)foot Drainage Reserve and the Southerly line of said Friendswood Lake,Section 1 a distance of 80.00 feet to the Westerly corner of this description. THENCE N 45°01'42"E with the Northwesterly line of this description and across said thirty (30)foot Drainage Reserve a distance of 30.00 feet to the PLACE OF BEGINNING;containing within said boundaries a calculated area of 2,400 square feet of land. EXHIBIT"B" TRACT IV Description of a 8.47 acre tract of land situated in the Mary Fabreau Survey,Abstract No.69, Galveston County,Texas;said 8.47 acre tract of land being out of and a part of a called 31.9593 acre tract of land;a called 2.0477 acre tract of land and a called 32.4763 acre tract of land all being conveyed to Friendswood Lakes,Inc.as recorded at Film Code No.014-67-1510 of the Official Public Records of Real Property of Galveston County,Texas;said 8.47 acre tract of land being more particularly described by metes and hounds as follows: NOTE:Bearing basis for this description is the Southwesterly line of Friendswood Lakes, Section 2 subdivision as recorded at Volume 18,Map No. 1366 of the Map Records of Galveston County,Texas;said Southwesterly line being S 45°54'29"E. BEGINNING at the most Westerly corner of this description,the same being the most Northerly West corner of said 2.0477 acre tract of land and also being the most Westerly Southwest corner of Reserve"I"located in Friendswood Lakes,Section I subdivision as recorded at Volume 18, Map No. 1 176 of the Map Records of Galveston County,Texas. THENCE S 74°13'28"E with the Westerly line of this description and the Southerly line of said Reserve"I"a distance of 139.67 feet to the beginning of a curve to the right,concave Southerly. THENCE in a Easterly direction with the Westerly line of this description,the Southerly line of said Reserve"I"and said curve to the right having a central angle of 8°18'02",a radius of 416.32 feet,an arc length of 60.31 feet and a chord bearing and distance of S 82°41'27"E,60.26 feet to the beginning of a curve to the left,concave Northerly. THENCE in a Easterly direction with the Westerly line of this description,the Southerly line of said Reserve"I"and said curve to the left having a central angle of 36°37'1 1",a radius of 320.00 feet,an arc length of 204.52 feet and a chord bearing and distance of N 84°18'47"E,201.06 feet to the end of this curve. THENCE N 66°00'12"E with the Westerly line of this description and the Southerly line of said Reserve"I"a distance of 156.63 feet to the beginning of a curve to the right,concave Southerly. THENCE in a Easterly direction with the Westerly line of this description,the Southerly line of said Reserve"I"and said curve to the right having a central angle of 5°56'47",a radius of 180.00 feet,an arc length of 18.68 feet and a chord bearing and distance of N 68°58'39"E,18.67 feet to the most Northerly Northeast corner of this description and also being the most Westerly Northwest corner of Reserve"D"located in said Friendswood Lakes,Section 2 subdivision. THENCE S 51°26'44"E with the Northerly line of this description and the Southwesterly line of feet to the beginning of a curve to the right,concave "D"a distance of 401.16 said Reserve Southwesterly. THENCE in a Southeasterly direction with the Northerly line of this description,the Southwesterly line of said Reserve"13"and said curve to the right having a central angle of EXHIBIT'B"CONTINUED 4°55'46",a radius of 2100.00 feet,an arc length of 180.68 feet and a chord bearing and distance of S 49°00'51"E,180.62 feet to the beginning of a reverse curve to the left,concave Northerly. THENCE in a Easterly direction with the Northerly line of this description,the Southerly line of said Reserve"D"and said reverse curve to the left having a central angle of 88°51'14",a radius of 25.00 feet,an arc length of 38.77 feet and a chord bearing and distance of N 89°01'22"E, 35.00 feet to the end of this curve and also being the most Southerly Southwest corner of Mossy Stone Drive(60'right-of-way)as shown on said Friendswood Lakes,Section 2 plat. 7'HENCE S 46°27'10"E with the Northerly line of this description and the Southerly line of said Mossy Stone Drive a distance of 60.01 feet to the beginning of a non-tangent curve to the left, concave Easterly;said point also being the most Southerly Southeast corner of said Mossy Stone Drive and also being in the Westerly line of Reserve"F"of said Friendswood Lakes,Section 2. THENCE in a Southerly direction with the Northerly line of this description,the Westerly line of said Reserve"F'and said non-tangent curve to the left having a central angle of 90°30'09",a radius of 25.00 feet,an arc length of 39.49 feet and a chord bearing and distance of S 00°39'23" E,35.51 feet to the end of this curve. THENCE S 45°54'29"E with the Northerly line of this description and the Southerly line of said Reserve"F"a distance of 572.61 feet to the most Easterly corner of this description;said point being in the Easterly line of said 32.4763 acre tract of land. THENCE S 44°06'46"W with the Easterly line of this description and the Easterly line of said 32.4763 acre tract of land a distance of 253.67 feet to the most Southerly corner of this description and also being the most Southerly corner of said 32.4763 acre tract of land. THENCE N 45°53'14"W with the Southerly line of this description and the Southerly line of said 32.4763 acre tract of land a distance of 820.80 feet to an angle point of this description,the most Westerly corner of said 32.4763 acre tract of land and also being the most Southerly corner of said 2.0477 acre tract of land. THENCE N 60°41'33"W with the Southerly line of this description and the Southerly line of said 2.0477 acre tract of land a distance of 836.12 feet to the PLACE OF BEGINNING; containing within said boundaries a calculated area of 8.47 acres(368,799.66 sq.ft.)of land. EXHIBIT"C" TRACT V That certain 0.3970 acre parcel being Unrestricted Reserve"C"of Friendswood Lakes, Section One(1),a subdivision in Friendswood,Galveston County,Texas,according to the map or plat thereof recorded in Volume 18,Page 1176, in the Office of the County Clerk of Galveston County,Texas. RECORDER'S MEMORANDUM At the Lima of recordation, this instrument was round to be inadequate for the best photographic reproduction bof.fause of Megtb'tlty, carbon or photo copy,datmlored paper,etc. All blackouts a2Yd4tsons and ;an.g-ss wore present at the time Ito+nstrrumef was find and recorded FILED AND ► ECORDE D \m. OFFICIAL PUBLIC { +1 E RECORDS June e3, 2008 11:56:56'Api 2008031085 FEE: $40 00 Mary Ann paigle County Clerk Ga1veston County, TEXAS .' n Frt‘er\Jswood q 10 S . Fieidor' . FienJ3 fr1cfti J 77511LP NlillhIIIII0IIiIIIIIIIIiIIIIIIIIIIIIIIIiIIIiHIiiiililiiif 2007073066 • 4 PGS GENERAL WARRANTY DEED DATE: November 8,2007 GRANTOR: Friendswood Lakes,Inc.,Texas Corporation acting by and through its duly authorized undersigned officers. ADDRESS: P.O.Box 72,Friendswood,Texas 77549 GRANTEE: City of Friendswood ADDRESS: 910 South Friendswood,Drive,Friendswood,TX 77549 CONSIDERATION: Ten dollars($10.00)Cash and other good and valuable consideration. PROPERTY: Tract I: A 2,400 square foot tract of land situated in the George w.Patterson,Abstract No.645,Galveston County, Texas; said 2,400 square foot tract of lard being out of a part of the thirty(30)foot Drainage Reserve located in Friendswood Lakes,Section 1 subdivision as recorded at Volume 18,Map No. 1176 of the Map Records of Galveston County,Texas. Tract IV: A 8.47 acre tract of land situated in the Mary Fabreau Survey,Abstract No.69,Galveston County,Texas; said 8.47 acre tract of land being out of and a part of a called 31.9593 acre tract of land;a called 2.0477 acre tract of land and a called 32.4763 acre tract of land all being conveyed to Friendswood Lakes,Inc.as recorded at Film Code No.014-67-1510 of the Official records of Real Property of Galveston County, Texas. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: All presently recorded restrictions,reservations,covenants,conditions,oil and gas leases,mineral reservations,and other instruments,other than lien and conveyances,that affect the property;taxes for the current year,prorated,of which Grantor will pay. Grantor,for the consideration and subject to the reservations from and exceptions to conveyance and warranty,GRANT,SELL,AND CONVEY 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 and successors and assigns forever. Grantor binds Grantor and Grantor's heirs,executors,administrators and successors 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 from and exceptions to conveyance and warranty. When the context requires,singular nouns and pronouns include the plural. FRIENDS WOOD LAKES,INC. V By: William F.Mitchell,President ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF GALVESTON VIL THIS INSTRUMENT was acknowledged before me on this the of Ak1Z) ,2007 by WILLIAM F.MITCHELL, President of Friendswood Lakes,Inc.,a Texas Corporation,on behalf of said corporation. •P \M G. 1lEFNEB Notary P .lic and for the 0Notary ,,blic,State of Texas . State of exas " * t: rrlrs'sionP Expires 05-09-2008 r s s. Printed Name of Notary Public FILED BY 4(Mil ",.,o TITLE CO..'", nw • r EXHIBIT "B" TRACT I Description of a 2,400 square foot tract of land situated in the George W. Patterson Survey, Abstract No. 645,Galveston County, Texas;said 2,400 square foot tract of land being out of and a part of the thirty(30)foot Drainage Reserve located in Friendswood Lakes, Section 1 subdivision as recorded at Volume 1 S,Map No. 1176 of the Map Records of Galveston County, Texas;said 2,400 square foot pact of land being more particularly described by metes and bounds as follows. NOTE: Bearing basis for this description is the Southerly line of said Friendswood Lakes, Section 1 subdivision; said Southerly line being S 45°00'00"E. BEGI.NNING at the Northerly corner of this description and also being the Southerly corner of Reserve"A"of said Friendswood Lakes, Section 1;said point also being the Westerly corner of Eagle Creek Drive(S0' right-of-way)as shown on said Friendswood Lakes,Section 1 plat. THENCE S 45°00'00"E with the Northeasterly line of this description and the Southerly line of said Eagle Creek Drive a distance of 80.00 feet to the Easterly corner of this description, the Easterly corner of said Eagle Creek Drive and also being the Westerly corner of Lot 1,Block 9 of said Friendswood Lake, Section 1. THENCE S 45'01'42"W with the Southeasterly line of this description and across said thirty (30) foot Drainage Reserve a distance of 30.00 feet to the Southerly corner of this description; said point being in the Southerly line of said thirty(30) foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1. THENCE N 45°00'00"W with the Southwesterly line of this description,the Southerly line of said thirty(30)foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1 a distance of 80,00 feet to the Westerly corner of this description. THENCE N 45'01'42" E with the Northwesterly line of this description and across said thirty (30) foot Drainage Reserve a distance of 30.00 feet to the PLACE OF BEGINNING, containing within said boundaries a calculated area of 2,400 square feet of land. NOTE: THIS COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE ARE CORRECT PAGE 1 OF 3 PAGES EXHIBIT"B" CONTINUED TRACT IV Description of a 8.47 acre tract of land situated in the Mary Fabreau Survey,Abstract No. 69, Galveston County, Texas;said 8.47 acre tract of land being out of and a part of a called 31.9593 acre tract of]and;a called 2.0477 acre tract of land and a called 32.4763 acre tract of land all being conveyed to Friendswood Lakes,Inc. as recorded at Film Code No. 014-67-1510 of the Official Public Records of Real Property of Galveston County, Texas;said 8.47 acre tract of land being more particularly described by metes and bounds as follows: NOTE:Bearing basis for this description is the Southwesterly line of Friendswood Lakes, Section 2 subdivision as recorded at Volume 13,Map No. 1366 of the Map Records of Galveston County, Texas;said Southwesterly line being S 45°54'29"E. BEGINNING at the most Westerly corner of this description,the same being the most Northerly West comer of said 2.0477 acre tract of land and also being the most Westerly Southwest corner of Reserve"I"located in Friendswood Lakes, Section 1 subdivision as recorded at Volume 18, Map No. 1176 of the Map Records of Galveston County,Texas. THENCE S 74°13'28"E with the Westerly line of this description and the Southerly line of said Reserve "I"a distance of 139.67 feet to the beginning of a curve to the right, concave Southerly. THENCE in a Easterly direction with the Westerly line of this description,the Southerly line of said Reserve"1"and said curve to the right having a central angle of 8°1 S'02", a radius of 416.32 feet, an arc length of 60.31 feet and a chord bearing and distance of S 82°41'27"E, 60.26 feet to the beginning of a curve to the left, concave Northerly. THENCE in a Easterly direction with the Westerly line of this description,the Southerly line of said Reserve"I"and said curve to the left having a central angle of 36°37'11", a radius of 320.00 feet, an arc length of 204.52 feet and a chord bearing and distance of N 84°18'47"E, 201.06 feet to the end of this curve. THENCE N 66'00'12"E with the Westerly line of this description and the Southerly line of said Reserve"I"a distance of 156.63 feet to the beginning of a curve to the right,concave Southerly. THENCE in a Easterly direction with the Westerly line of this description, the Southerly line of said Reserve"t"and said curve to the right having a central angle of 5°56'47", a radius of 180.00 feet, an arc length of 18.68 feet and a chord bearing and distance of N 68°58'39" E, 18.67 feet to the most Northerly Northeast corner of this description and also being the most Westerly Northwest corner of Reserve"D" located in said Priendswood Lakes, Section 2 subdivision. THENCE S 51°26'44" E with the Northerly line of this description and the Southwesterly line of said Reserve"D"a distance of 401.16 feet to the beginning of a curve to the right,concave Southwesterly. THENCE in a Southeasterly direction with the Northerly Lae of this description,the Southwesterly line of said Reserve"D" and said curve to the right having a central angle of NOTE: THIS COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE ARE CORRECT PAGE 2 OF 3 PAGES EXHIBIT "B" CONTINUED 4°55'46", a radius of 2100.00 feet, an arc length of 180.68 feet and a chord bearing and distance of S 49°00'51"E, 180.62 feet to the beginning of a reverse curve to the left, concave Northerly. THENCE in a Easterly direction with the Northerly line of this description,the Southerly line of said Reserve"D"and said reverse curve to the left having a central angle of 88°51'14", a radius of 25.00 feet, an arc length of 38.77 feet and a chord bearing and distance of N 89°01'22"E, 35.00 feet to the end of this curve and also being the most Southerly Southwest corner of Mossy Stone Drive(60' right-of-way)as shown on said Friendswood Lakes, Section 2 plat. THENCE S 46°27'10"E with the Northerly line of this description and the Southerly line of said Mossy Stone Drive a distance of 60.01 feet to the beginning of a non-tangent curve to the left, concave Easterly; said point also being the most Southerly Southeast corner of said Mossy Stone Drive and also being in the Westerly line of Reserve"F" of said Friendswood Lakes, Section 2. THENCE in a Southerly direction with the Northerly line of this description,the Westerly line of said Reserve"F"and said non-tangent curve to the left having a central angle of 90°30'09",a radius of 25.00 feet,an arc length of 39.49 feet and a chord bearing and distance of S 00°39'23" E, 35.51 feet to the end of this curve. THENCE S 45'54'29"E with the Northerly line of this description and the Southerly line of said Reserve"F"a distance of 572.61 feet to the most Easterly corner of this description; said point being in the Easterly line of said 32.4763 acre tract of land. THENCE S 44°06'46"W with the Easterly line of this description and the Easterly line of said 32.4763 acre tract of land a distance of 253.67 feet to the most Southerly corner of this description and also being the most Southerly corner of said 32.4763 acre tract of land. THENCE N 45°53'14" W with the Southerly line of this description and the Southerly line of said 32.4763 acre tract of land a distance of 820.80 feet to an angle point of this description,the most Westerly corner of said 32.4763 acre tract of land and also being the most Southerly corner of said 2.0477 acre tract of land. THENCE N 60°41'33"W with the Southerly Iine of this description and the Southerly line of said 2.0477 acre tract of land a distance of 836.12 feet to the PLACE OF BEGINNING; containing within said boundaries a calculated area of 8.47 acres(368,799.66 sq.ft.)of land. NOTE: THIS COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE ARE CORRECT PAGE 3 OF 3 PAGES FILED AND RECORDED Pj ` �,. OFFICIAL PUBLIC RECORDS @:::, 2007073066 November 15, 2007 11:01 :23 AM FEE: $28,00 Mary Ann Daigle, County Clerk Galveston County, TEXAS 14 BIONON d2f2e)...., gib Alamo Title Company 1331 Gemini, #250 Houston,TX 77058 (281) 488-3950• FAX (281) 488-3958 DATE: November 12, 2007 TIME: 03:37:13 GF #: 07-423 1 1 709-23-G H ESCROW OFFICER: Glennie Hefner CLOSING DATE: November 13, 2007 BUYER FINAL CLOSING STATEMENT SELLER(S): Friendsood Lakes, Inc. BUYER(S): City of Friendswood, Texas PROPERTY: , Friendswood, TX 77546 $ DEBITS $ CREDITS FINANCIAL: Total Consideration 450,000.00 Deposit - City of Friendswood 9,500.00 PRORATIONS/ADJUSTMENTS: Prepaid County Taxes at $1,944.83 Annually from 255.76 11/13/07 to 12/31/07 Prepaid ISD Taxes at $2,219.14 Annually from 291.83 11/13/07 to 12/31/07 TITLE CHARGES: Single Issue for 450,000.00 2,712.00 Tax Certificate 69.75 State of Texas Guaranty Fee (Owners) 1.00 ESCROW CHARGES Settlement or Closing Fee 100.00 MISCELLANEOUS CHARGES: JKC & Associates, Inc. Survey 6,540.00 BALANCE DUE ESCROW $ 450,470.34 TOTALS $ 459,970.34 $ 459,970.34 City of Friendswood, Texas • avid J.H. Smith, ayor SAVE THIS STATEMENT FOR INCOME TAX PURPOSES (CLSSTMT.WPD)(1 1-05) it Alamo Title Company 1331 Gemini, #250 Houston, TX 77058 (281) 488-3950• FAX (281) 488-3958 Date: November 8, 2007 GF #: 07-4231 1709-23-G H Property Address: , Friendswood, TX 77546 Alamo Title Company 1331 Gemini, #250 Houston, TX 77058 TAX AGREEMENT We, the undersigned, hereby acknowledge that the tax prorations on the above captioned file were based on the most accurate information available at the time of closing. The Seller(s) acknowledge that they are responsible for all taxes prior to the date of closing. Should it develop at a later date that taxes, other than those collected, are due for prior years, Seller(s) agree to make full settlement to Alamo Title Company, upon notification. Purchaser recognizes their responsibility for current year taxes. Further, purchaser agrees to contact all taxing authorities to notify them of the change in ownership of subject property to assure proper receipt of future tax notice. The Appraisal District assesses property values for the current year as of the beginning of the year. Seller(s) assume no responsibility for the assessed value for the current year. It is the purchaser(s) responsibility, should they so desire, to protest such assessed value if the allowed time for such protests have not expired. It is hereby agreed between the parties that should the actual taxes for the current year differ, all adjustments will be handled directly between the Seller(s) and Purchaser(s). By the execution hereof, Buyer(s) and Seller(s) acknowledge that: (i) the tax information obtained by Alamo Title Company was procured only for the benefit of Alamo Title Company and only for the purpose of determining the insurability of the property, (ii) that no party other then Alamo Title Company is entitled to rely on such information, and (iii) that the tax information and prorations have ben provided to the Buyer(s), Seller(s), and Lender(s) as a courtesy only. Buyer and Seller hereby release Alamo Title Company from all liability and claims for damages resulting from proration of taxes in this transaction. Tax Agreement(txtaxagr.wpf)(1/00) Date November 8, 2007 Page 2 Escrow No: 07-42311709-23-GH We agree that Alamo Title Company shall not be held responsible for such tax prorations in any event. Seller(s): Friendsood Lakes, Inc., a Texas corporation By: W.F. Mitchell, President Purchaser(s): City of Friendswood, Texas )d J.H. Smith, Mayor Tax Agreement(txtaxagr.wpf)(1/00) WAIVER OF INSPECTION Seller(s): Dated: November 8, 2007 Friendsood Lakes, Inc. GF #: 07-42311709-23-GH Buyer(s): Property Address: City of Friendswood, Texas , Friendswood, TX 77546 In consideration of the issuance of the policy or policies of title insurance in connection with the above captioned transaction the undersigned hereby waive inspection by you of such property and accept your policy subject to "rights of parties in possession," and those under whom they hold, such possession to include any open acts or visible signs of occupancy, and any visible and apparent roadway or easement over or across the subject property, if the occupancy, possession, or use affects the premises upon which you have issued such policy, and take it upon ourselves to inspect such premises and to obtain possession thereof from the present occupants. Friendsood Lakes, Inc., a Texas corporation City of Friendswood, Texas By: By: W.F. Mitchell, President Da . . mith, Mayor Waiver of Inspection Itxwaiver.wpf) the .� that 1 n�drsi cope f°t SnP° 44 ct cO1c9o/1)g P663' Alamo Title Company �o Tlteco e0,�9noes 1331 Gemini, #250 !/) nab d Houston, TX 77058 G y (281) 488-3950 • FAX (281) 488-3958 `—Z DATE: November 12, 2007 TIME: 03:37:27 GF #: 07-423 1 1 709-23-G H ESCROW OFFICER: Glennie Hefner CLOSING DATE: November 13, 2007 SELLER FINAL CLOSING STATEMENT SELLER(S): Friendsood Lakes, Inc. BUYER(S): City of Friendswood, Texas PROPERTY: , Friendswood, TX 77546 $ DEBITS $ CREDITS FINANCIAL: Total Consideration 450,000.00 PRORATIONS/ADJUSTMENTS: Prepaid County Taxes at $1,944.83 Annually from 255.76 11/13/07 to 12/31/07 Prepaid ISD Taxes at $2,219.14 Annually from 291.83 11/13/07 to 12/31/07 PAYOFFS - First National Bank Total Payoff $87,950.00 Principal Balance 87,950.00 MISCELLANEOUS CHARGES: Galveston County Tax Assessor for taxes 2007 1,944.83 Friendswood ISD for taxes 2007 2,219.14 NET PROCEEDS DUE SELLER $ 358,433.62 TOTALS $ 450,547.59 $ 450,547.59 Friendsood Lakes, Inc., a Texas corporation By: �_. W.F. Mitchell, President SAVE THIS STATEMENT FOR INCOME TAX PURPOSES (CLSSTMT.WPD)(1 1-05) gal Alamo Title Company -4 to 5 1331 Gemini, #250 N Houston, TX 77058 (281) 488-3950 • FAX (281) 488-3958 Z 3 c.- . fr n :. 3 " o y Date: November 8, 2007 - et 0 o GE #: 07-4231 1 709-23-G H ='t 2 `' w t . • Property Address: ccr , Friendswood, TX 77546 a cc N r_„ 3 0 � t i Alamo Title Company co C 0 1331 Gemini, #250 Ka) ? Vie. Houston, TX 77058 a TAX AGREEMENT We, the undersigned, hereby acknowledge that the tax prorations on the above captioned file were based on the most accurate information available at the time of closing. The Seller(s) acknowledge that they are responsible for all taxes prior to the date of closing. Should it develop at a later date that taxes, other than those collected, are due for prior years, Seller(s) agree to make full settlement to Alamo Title Company, upon notification. Purchaser recognizes their responsibility for current year taxes. Further, purchaser agrees to contact all taxing authorities to notify them of the change in ownership of subject property to assure proper receipt of future tax notice. The Appraisal District assesses property values for the current year as of the beginning of the year. Seller(s) assume no responsibility for the assessed value for the current year. It is the purchaser(s) responsibility, should they so desire, to protest such assessed value if the allowed time for such protests have not expired. It is hereby agreed between the parties that should the actual taxes for the current year differ, all adjustments will be handled directly between the Seller(s) and Purchaser(s). By the execution hereof, Buyer(s) and Seller(s) acknowledge that: (i) the tax information obtained by Alamo Title Company was procured only for the benefit of Alamo Title Company and only for the purpose of determining the insurability of the property, (ii) that no party other then Alamo Title Company is entitled to rely on such information, and (iii) that the tax information and prorations have ben provided to the Buyer(s), Seller(s), and Lender(s) as a courtesy only. Buyer and Seller hereby release Alamo Title Company from all liability and claims for damages resulting from proration of taxes in this transaction. • Tax Agreement(txtaxagr.wpf)(1/00) Date: November 8, 2007 Page 2 Escrow No: 07-423 1 1 709-23-GH • We agree that Alamo Title Company shall not be held responsible for such tax prorations in any event. Seller(s): Friendsood Lakes, Inc., a Texas corporation ` V By: W.F. Mitchell, President Purchaser(s): City of Friendswood, Texas BY-r" (d J.H. Smith, Mayor • Tax Agreement(txtaxagr.wpf)(1/00) WAIVER OF INSPECTION B co,, 456,\ 400 rod_ r ) %% OS> • • . •it `p fir^ l?. d 00 C 71 0�j 0' Seller(s): Dated: November 8, 2007 /•1 Friendsood Lakes, Inc. GF #: 07-4231 1709-23-GH Buyer(s): Property Address: City of Friendswood, Texas , Friendswood, TX 77546 • In consideration of the issuance of the policy or policies of title insurance in connection with the above captioned transaction the undersigned hereby waive inspection by you of such property and accept your policy subject to "rights of parties in possession," and those under whom they hold, such possession to include any open acts or visible signs of occupancy, and any visible and apparent roadway or easement over or across the subject property, if the occupancy, possession, or use affects the premises upon which you have issued such policy, and take it upon ourselves to inspect such premises and to obtain possession thereof from the present occupants. • Friendsood Lakes, Inc., a Texas corporation City of Friendswood, Texas By: By: W. . Mitchell, President Da . mith, Mayor Waiver of Inspection Itxwaiver.wpf) CO 5 INDEMNITY AND AFFIDAVIT AS TO DEBTS AND LIENS (Seller or Owner-Borrower) a a) co °- 3 — o n -9 t0 tin ,::,< p N GF # 07-42311709-23-GH w o 5 n :cc' SUBJECT PROPERTY: o r0 `-- Yco2o SEE EXHIBIT ONE ATTACHED HERETO AND MADE A PART HEREO •mac fD �'t SD pi • O.N STATE OF TEXAS COUNTY OF Galveston Before me, the undersigned authority, on this day personally appeared Friendsood Lakes, Inc. personally known to me to be the person(s) whose name(s) is/are subscribed hereto and upon oath deposes and says that the marital status of affiant(s) has/have not changed since the date of acquisition of said property and represents to the purchaser and/or lender in this transaction that there are: 1. No unpaid debts for taxes, plumbing fixtures, water heaters, floor furnaces, air conditioners, radio or television antennae, carpeting, rugs, lawn sprinkling systems, venetian blinds, window shades, draperies, electric appliances, fences, street paving, or any personal property or fixtures that are located on the subject property described above, and that no such items have been purchased on time payment contracts, and there are no security interests on such property secured by financing statement, security agreement or otherwise except the following: Creditor Approximate Amount 2. To the best of Seller's knowledge, no loans or liens (including federal or state liens and judgment liens) of any kind on such property during Seller's ownership except the following: Creditor Approximate Amount 94C702A . (A5/- Vcd--/Zli( Indemnity and Affidavit-Debts and Liens/Seller Itindems.wed) Page 1 of 2 3. During Seller's ownership, all labor and material used in the construction of improvements on the above described property have been paid for and there are no unpaid labor or material claims against the improvements or the property upon which same are situated, and I hereby declare that all sums of money due for the erection of improvements have been fully paid and satisfied, except the following: INDEMNITY: I/WE AGREE TO PAY ON DEMAND TO THE PURCHASERS AND/OR LENDER IN THIS TRANSACTION, THEIR SUCCESSORS AND ASSIGNS, ALL AMOUNTS SECURED BY ANY AND ALL LIENS NOT SHOWN ABOVE, TOGETHER WITH ALL COSTS, LOSS AND ATTORNEY'S FEES THAT SAID PARTIES MAY INCUR IN CONNECTION WITH SUCH UNMENTIONED LIENS, PROVIDED SAID LIENS EITHER CURRENTLY APPLY TO SUCH PROPERTY, OR A PART HEREOF, OR ARE SUBSEQUENTLY ESTABLISHED AGAINST SAID PROPERTY AND ARE CREATED BY ME/US, KNOWN TO ME/US, OR HAVE AN INCEPTION DATE PRIOR TO THE CLOSING OF THIS TRANSACTION. I/we realize that the purchaser and/or lender and the title company in this transaction are relying on the representations contained herein in purchasing same or lending money thereon and would not purchase same or lend money therein unless said representations were made. SELLER OR OWNER-BORROWER: Friendsood Lakes, Inc., a Texas corporation W.F. Mitchell, President SWORN AND U C `IB D TO BEFORE ME, on th' d f No vember,ovember, 2007. NOTAR PUB , STA E OF TEXAS PRINTED NA E OF NO RY ':, u G. HEFNER f **: Notary Pnbli;,State al Tema J + b1v Commission Expires 05-09-2008 MY COMMISSION EXPIRES: • Indemnity and Affidavit-Debts and Liens/Seller(tindems.wpd) Page 2 of 2 Form 33-39-93 Printed (01/00) Texas Form T-1R:Texas Residential Owner Policy of Title Insurance-Effective 1/1/93 IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: Para obtener informacion o para someter una queja: You may call Alamo Title Insurance's toll-free Usted puede Ilamar al numero de telefono gratis telephone number for information or to make a de Seguros de Titulo de Alamo para informacion complaint at: o para someter una queja al: 1-800-292-5320 or 1-800-292-5320 or 1-800-654-7041 1-800-654-7041 You may also write to Alamo Title Insurance at: Usted tambien puede escribir a Seguros de Titulo de Alamo 10010 San Pedro, Suite 630 10010 San Pedro, Suite 630 San Antonio, Texas 78216 San Antonio, Texas 78216 You may contact the Texas Department of Puede comunicarse con el Departamento de Insurance to obtain information on companies, Seguros de Texas para obtener informacion coverages, rights or complaints at: acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 1-800-252-3439 You may write the Texas Department of Puede escribir al Departamento de Seguros de Insurance: Texas: P.O. Box 149104 P.O. Box 149104 Austin, TX 78714-9104 Austin, TX 78714-9104 Fax: (512) 475-1771 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us PREMIUM OR CLAIM DISPUTES: DISPUTAS SOBRE PRIMAS 0 RECLAMOS: Should you have a dispute concerning your Si tiene una disputa concerniente a su prima o premium or about a claim you should contact a un reclamo, debe comunicarse con el la the company first. If the dispute is not resolved, compania primero. Si no se resuelve la disputa, you may contact the Texas Department of puede entonces comunicarse con el Insurance. departamento (TDI). ATTACH THIS NOTICE TO YOUR POLICY: UNA ESTE AVISO A SU POLIZA: Este aviso es This notice is for information only and does not solo para proposito de informacion y no se become a part or condition of the attached convierte en parte o condicion del documento document. adjunto. Texas Form B-0023-07 Important Notice • • • • . .. ' .1.1.) to w u U ii 0 O rs = V C w 0O al CC au x o V 0 >' 2 H CI 4- J a N Q 0 O $ cn CC a) LL C O C _ CC 0 ct QFol CU co (11 w CO COz 0 Exhibit B (R2007-31) REAL PROPERTY EARNEST MONEY AND INFRASTRUCTURE CAPACITY PURCHASE CONTRACT THE STATE OF TEXAS § COUNTY OF GALVESTON § i Dt day of This contract (hereinafter referred to as the "Contract") is made this October, 2007, by and between Friendswood Lakes, Inc., a Texas corporation (hereinafter referred to as "Seller")and the City of Friendswood, Texas,a home rule municipal corporation of the State of Texas, located in Galveston and Harris Counties (hereinafter referred to as "Purchaser"), each acting by and through their respective hereunto duly authorized officers. 1. REAL PROPERTY. Purchaser agrees to purchase from Seller, upon the terms and conditions set forth herein, and Seller agrees to sell to Purchaser, upon the terms and conditions set forth herein, all of that certain real property, comprised in three (3) separate parcels of land, containing,respectively, 0.0551 acres, 0.3970 acres, and 8.47 acres, more or less, and being more particularly described as follows: (SEE METES AND BOUNDS DESCRIPTION ATTACHED HERETO AS EXHIBITS "A-1" THROUGH "A-3," SAME BEING MADE A PART HEREOF FOR ALL PURPOSES) together with all improvements thereon, and in its present condition, "as is," unless otherwise specified herein, all of such property (land and improvements) being hereinafter referred to as the "Real Property." 2. INTEREST IN INFRASTRUCTURE. Purchaser agrees to purchase from Seller, upon the terms and conditions set forth herein, and Seller agrees to sell to Purchaser,upon the terms and conditions set forth herein, (i) any right, title, or interest Seller may have or claim in or to any of the public infrastructure improvements constructed or installed incident to the platting and development of Friendswood Lakes Subdivision, Sections One, Two, Three and Four, (ii) any right, title, or interest Seller may have or claim in any capacity in such improvements, and(iii) any right,title or interest Seller may have or claim for the reimbursement or recovery of any cost incurred in the construction or installation of any portion of such improvements that exceeds the capacity that was required to serve Friendswood Lakes Subdivision, Sections One, Two, Three and Four (hereinafter referred to, collectively, as "Interest in Infrastructure"). For the purpose of the foregoing, public infrastructure shall include and mean those streets, storm water conveyance facilities, potable water conveyance facilities, and sanitary sewer conveyance facilities described on Exhibit `B-1" attached hereto and for all things made a part hereof. It is specifically understood and agreed that Seller is not conveying hereby any right, title or interest Seller may have or claim in storm water detention capacity in and to those certain 11.47 acre and 10.08 acre storm water detention facilities described on Exhibit"B-2" attached hereto and for all things made a part hereof. 3. PURCHASE PRICE. The purchase price of the Real Property and the Interest in Infrastructure shall be the sum of Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00). The purchase price, less the amount deposited as earnest money, shall be paid at the time of closing, in cash or by cashier's check. The earnest money shall be applied to the purchase price at closing. 4. SURVEY. Within fifteen (15) days following the date of execution of this Contract,Purchaser, at its sole cost and expense, shall cause to be prepared and furnished to each party a survey of the Real Property prepared by a Registered Public Surveyor acceptable to Alamo Title Company(the "Title Company"). The survey shall reflect the following: (a) The total number of acres (expressed to the nearest one-hundredth of an acre) contained within the boundaries of the Real Property and the location of each and every recorded easement, right-of-way, road, street, alley, or railroad within the boundaries of the Real Property; (b) The perimeter lines of the Real Property; (c) The location of all apparent easements, improvements, streets, roads, creeks, and water flood zones on the Real Property; (d) All other natural monuments, improvements, or other objects on the Real Property; and (e) Field notes or other appropriate legal description of the Real Property. 2 4/ Unless Seller or Purchaser obje::ts in writing to the survey within fifteen (15) days after same is furnished to such party, then said survey and legal description shall automatically supplement the description of the Real Property contained hereinabove and become a part hereof for all purposes. 5. TITLE COMIVIIT'LENT. Purchaser and Seller acknowledge that Purchaser has obtained an Owner's Title Policy Commitment covering the Real Property (the "Commitment"). If the Commitment discloses any exceptions to title, other than the standard exceptions relating to claim of present occupants, discrepancies in area and boundary lines, and taxes for the current year, which are not acceptable to Purchaser, then Purchaser shall have fifteen (15) days from the effective date hereof in which to notify Seller in writing of any objections to title. If Purchaser fails to so notify Seller, Purchaser shall be deemed to have accepted those exceptions to title as set forth on the Commitment. If Purchaser does notify Seller and Seller does not elect to cure said objections by the fifth (5th) day following receipt of such objection notice, Purchaser shall have the option to (i) cancel this Contract in writing and have its earnest money returned, in which event the parties shall have no further obligations hereunder, or (ii) waive the objections and proceed to close hereunder. The Special Warranty Deed to be executed and delivered by Seller shall be made subject to the those title exceptions reflected on the Commitment to which Purchaser did not object as well as to the matter or matters so waived by Purchaser (collectively, the "Permitted Exceptions"). In the event Purchaser does not notify Seller in writing of its election to cancel this Contract within ten (10) days from the lapse of such five (5) day period wherein Seller did not cure said title, Purchaser shall be deemed to have waived the objections and proceed to close hereunder. Nothing herein contained shall obligate Seller to cure any objections to title if Seller does not desire to do so. 6. FEASIBILITY STUDY. Purchaser shall have a period equal to thirty (30) days from the effective date in which to complete its physical inspection and feasibility study of the Property ("Feasibility Study Period") and an examination of all of the documents of Seller relating to same. During the Feasibility Study Period, Purchaser or Purchaser's desigjted agents may, after two (2) days prior written notice, enter upon the Property to make surveys, environmental site assessments, borings and such other tests as Purchaser deems necessary. Purchaser shall not permit any liens to attach to the Property by reason of the exercise of such right or to interfere with the rights of any party then in possession of the Property. Seller may be 3 '9S 4r/ present during any such test. In the event this Contract shall not close, Purchaser shall restore the Property as close as reasonably possible to its original condition. Purchaser for any reason and in its sole discretion may terminate this Contract by written notice to Seller on or before the expiration of said Feasibility Study Period (prior to midnight local time), in which case this Contract shall terminate, the earnest money on deposit shall be returned to Purchaser and neither Purchaser nor Seller shall have any further rights or obligations hereunder. If Purchaser fails to give notice of termination within the time described above, Purchaser shall be deemed to be satisfied with such inspection. 7. ENTRY PRIOR TO CLOSING. So long as this Contract is in effect and Purchaser is not in default hereunder, Purchaser, or its representatives, upon notice to and approval of Seller, may enter upon the Property for purposes of inspecting said Property; provided, however, Purchaser shall not permit any liens to attach to the Property by reason of the exercise of such right or to interfere with the rights of any party then in possession of the Property. 8. CLOSING. The purchase and sale of the Property shall be closed in the offices of the Title Company in Houston, Texas, located at ALAMO TITLE COMPANY, 1331 Gemini, #250, Houston, TX 77058 on or before November 15, 2007 (the "closing date" or "date of closing"). Upon closing, Seller, at Seller's expense, shall deliver to Purchaser: (a) a Special Warranty Deed conveying good and indefeasible title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions, and other conditions, except for the Permitted Exceptions including,real estate taxes and assessments for 2007; (b) possession of the Real Property; and (c) such other instruments, documents, and receipts as reasonably required by the Title Company to close the transaction. Upon closing, Purchaser, at Purchaser's expense, shall deliver to Seller: (a) the purchase price, as provided in Paragraph 2 hereof; and (b) such other instruments, documents and receipts as reasonably required by the Title Company to close the transaction. 9. PRORATIONS. Taxes for the current year, penalties, interest, maintenance fees, assessments, dues, and rents shall be prorated through the closing date. Taxes or assessments 4 -9l 0/ levied or that become due and owing on the Property subsequent to the date of closing, including any deferred taxes and assessments that would become due and owing by reason of any changed use of the Property, shall become the liability of Purchaser from and after closing and Purchaser hereby assumes payment of same and covenants and agrees to pay same promptly if and when same become due and payable. 10. CLOSING COSTS. The cost of the survey, Owner's Policies of Title Insurance, Owner's Title Policy Commitment and Purchaser's attomey's fees shall be paid by Purchaser. All other closing costs, including reasonable and customary escrow fees, costs of preparing instruments, etc., shall be paid by Purchaser. Seller's attorney's fees shall be paid by Seller. 11. DISCLAIMER OF WARRANTIES, COVENANTS, AND REPRESENTATIONS BY PURCHASER. PURCHASER ACKNOWLEDGES THAT SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY WARRANTY, COVENANT, OR REPRESENTATION OF ANY KIND OR CHARACTER WHATEVER WITH RESPECT TO THE PROPERTY, WHETHER EXPRESS OR IMPLIED, OTHER THAN THOSE SPECIFICALLY EXPRESSED IN THIS CONTRACT, IF ANY. PURCHASER HEREBY REPRESENTS THAT IT IS NOT RELYING ON ANY WARRANTIES, COVENANTS, PROMISES, GUARANTEES, OR REPRESENTATIONS MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT ON BEHALF OF SELLER IN PURCHASING THE PROPERTY, OTHER THAN THOSE EXPRESSLY PROVIDED FOR IN THIS CONTRACT, IF ANY, AND THAT PURCHASER IS BUYING THE REAL PROPERTY IN ITS "AS IS-WHERE IS" CONDITION IN FULL RELIANCE ON ITS OWN INVESTIGATIONS AND INSPECTIONS. 12. CONDEMNATION PRIOR TO CLOSING. If, prior to Closing, all or any portion of the Property shall be taken for any public or quasi-public purpose by a lawful power of authority by the exercise of the right of condemnation or eminent domain or by agreement in lieu thereof, Purchaser shall have the option of(i) canceling this Contract, in which event the earnest money shall be returned to Purchaser and all parties relieved of all further obligations under this Contract, or(ii) proceeding to close this Contract, in which event Seller shall assign to Purchaser all of Seller's right, title, and interest in and to any award or other payments in lieu thereof for such condemnation, eminent domain, or other taking by any governmental authority, and Purchaser and Seller shall otherwise proceed to close this Contract as provided herein. 5 �� 13. FURTHER ACTS. Seller hereby covenants and agrees that from time to time Seller will execute and deliver, whether on or after the closing, on the request of Purchaser, all confirmatory deeds, assignments, and other documents which may reasonably be required to confirm and assure Purchaser of its title and interest in the Real Property sold hereunder. 14. REAL ESTATE COMMISSION. Neither Seller nor Purchaser have made nor will make or enter into any agreement to pay or cause to be paid any fee, commission, or other compensation to any real estate agent, broker, or other person relating to the sale of the Property. Seller and Purchaser agree to protect and save the other harmless from any cost, expense, or liability of any kind or character whatsoever asserted against one party on account of the claim of any agent, broker, or other person claiming under any agreement made or asserted to have been made with the other party to pay or cause to be paid any fee, commission, or other compensation relating to the purchase of the Property. 15. EARNEST MONEY, DEFAULT, AND REMEDIES. (a) Simultaneously with the execution hereof, Purchaser shall deposit with Title Company, as earnest money to bind this Contract, the sum of NINE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($9,500.00) in cash or cashier's check. (b) In the event the transaction contemplated by this Contract is not consummated by reason of default on the part of Purchaser, the earnest money shall be retained by Seller and it shall be and become the property of Seller, such sum being agreed upon as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract and because of the difficulty, inconvenience, and uncertainty of ascertaining actual damages, and no other damages, rights, or remedies shall be collectable, enforceable, or available to Seller, and Seller agrees to accept and take the earnest money as its total damages and relief hereunder in any such event. (c) In the event the transaction contemplated by this Contract is not consummated by reason of Seller's inability to furnish the Title contemplated hereunder, or by reason of failure or breach of any other warranty, covenant, or representation made or to be made by Seller hereunder, Purchaser shall be entitled to the return of its earnest money and this Contract shall be cancelled, unless Purchaser elects to complete the transaction, waiving such defects in title or such failure or breach of warranties, covenants and representations as herein provided, and that shall be Purchaser's sole remedy for such defect, failure, or breach. In the 6 's V event the transaction is aot consummated because of default on the part of Seller for reasons other than as described above, Purchaser shall have the option of(i) canceling this Contract, and in such event the earnest money shall be returned to Purchaser and all parties relieved of all further obligations under this Contract or (ii) Purchaser may waive such conditions and enforce specific performance of Seller's obligations to sell the Property to Purchaser. (d) Purchaser shall, on the effective date of this Contract, deliver to Seller and Seller will acknowledge the delivery of a check in the amount of One Hundred and No/100 Dollars ($100.00) ("Independent Agreement Consideration"), which amount the parties have bargained for and have agreed is the consideration for the rights granted to Purchaser under this Contract. This Independent Agreement Consideration is in addition to and independent of any other consideration or payment provided in this Contract, is non-refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. 16. ASSIGNMENT OF CON TRACT. This Contract may not be assigned by either party without the express written consent of the other. 17. MEMORANDUM OF CONTRACT. Neither party will record any memorandum or affidavit regarding this Contract in the land records of the county in which the Real Property is located. 18. NOTICE. Any notices to be given by either party to this Contract shall be given in writing and may be effected by personal delivery or mailed by deposit of such into the care and custody of the United States Postal Service, certified, return receipt requested, and postage prepaid, as follows: (a) To Purchaser: City of Friendswood 910 S. Friendswood Drive Friendswood, Texas Attn: City Manager (b) To Seller: c/o Altair Development Corporation (if delivered by messenger) 2500 West Marina Bay Drive Suite Z League City, Texas 77553 (if delivered by mail) P.O.Box 72 Friendswood, Texas 77549-0072 However, the parties hereto shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the continental United States of America by giving at least five (5) days written notice to the other party as herein provided. Notice shall be effective and deemed given upon actual receipt or upon the third (3`d) day after same is mailed as provided above, whichever is earlier. 19. TIME OF ESSENCE. Time is of the essence of this Contract. 20. MODIFICATION OF THIS CONTRACT. This Contract may not be modified or amended, except by a subsequent Contract in writing signed by Seller and Purchaser. Purchaser and Seller may waive any of the conditions contained herein or any of the obligations of the other party hereunder, but any such waiver shall be effective only if in writing and signed by the party waiving such condition or obligation, except as otherwise herein provided. 21. BINDING EFFECT. This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 22. ENTIRE AGREEMENT. This Contract, including the Exhibits attached hereto, constitutes the entire agreement and understanding between the parties hereto and supersedes all prior and contemporaneous agreements and undertakings of the parties in connection herewith. No statements, agreements, or understandings, representations, warranties, or conditions not expressed in this Contract shall be binding upon the parties hereto, or shall be effective to interpret, change, or restrict the provisions of this Contract unless such is in writing signed by both parties hereto and by reference made a part hereof. 23. SURVIVAL. All covenants and agreements contained herein and intended to be performed subsequent to the closing of this Contract shall survive the execution and delivery of the Deed and other closing documents required hereby, and shall specifically not be deemed to be merged into or waived by any instrument of closing, but shall expressly survive and be binding upon Purchaser and Seller. 24. GOVERNING LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, and venue for any action hereunder shall be in Galveston County, Texas. 25 SIMULTANEOUS CLOSINGS. The obligation of Seller to sell the Real Property and the Interest In Infrastructure to Purchaser under this Contract is hereby also made expressly contingent and conditional upon the simultaneous closing of the purchase by Purchaser 8 / from Eagle Creek Investments, Ltd. (hereinafter called "Other Seller") of the real property located in the Friendswood I akes Subdivision which is the subject of a contract of even date herewith between Purchaser and the Other Seller (herein called the "Other Purchase Agreement"). If Purchaser, for any reason, (i) terminates the Other Purchase Agreement, (ii) defaults in its obligation under the Other Purchase Agreement, or (iii) fails to close its purchase of the real property which is the subject of the Other Purchase Agreement simultaneously with its closing of its purchase of the Real Property pursuant to this Contract (other than as the result of a default by Seller under this Contract or Other Seller under the Other Purchase Agreement), Seller may elect, by written notice to Purchaser, to terminate this Contract in which event the Earnest Money shall (a) be refunded to Purchaser, if Purchaser is not in default under this Contract or the Other Purchase Agreement, or (b) be retained by Seller as liquidated damages for such default, if Purchaser is in default under this Contract or the Other Purchase Agreement, and not as a penalty, actual damages being difficult or impossible to measure; and this Contract shall be deemed to be null, void, terminated and of no further force or effect, except as herein to the contrary expressly provided. Notwithstanding anything set forth herein to the contrary, the Feasibility Period and the closing dates, respectively, under this Contract and under the Other Purchase Agreement, shall always be identical, and, if any of said dates is changed pursuant to the terms of this Contract or the Other Purchase Agreement, said change shall also apply to said date under this Contract and the Other Purchase Agreement,as applicable. EXECUTED in multiple original counterparts, each of which shall be an original but which shall together constitute but one and the same Contract. EXECUTED by SELLER effective the s day of October, 2007, which shall be deemed the effective and execution date hereof for all purposes. "SELLER" FRIENDSWOOD LAKES, INC., A Texas corporation By: 9 William F. Mitchell President 2.. St EXECUTED by Purchaser this , day of October, 2007. "PURCHASER" CITY OF FRIENDSWOOD, TEXAS By: David J. H. Smith, Mayor 10 EXHIBIT "A-1" DESCRIPTION OF REAL PROPERTY TRACT 1. 0.0551 ACRES Description of a 2,400 square foot tract of land situated in the George W. Patterson Survey, Abstract No. 645, Galveston County, Texas; said 2,400 square foot tract of land being out of and a part of the thirty(30) foot Drainage Reserve located in Friendswood Lakes, Section 1 subdivision as recorded at Volume 18, Map No. 1176 of the Map Records of Galveston County, Texas; said 2,400 square foot tract of land being more particularly described by metes and bounds as follows: NOTE: Bearing basis for this description is the Southerly line of said Friendswood Lakes, Section 1 subdivision; said Southerly line being S 45°00'00"E. BEGINNING at the Northerly corner of this description and also being the Southerly corner of Reserve "A"of said Friendswood Lakes, Section 1; said point also being the Westerly corner of Eagle Creek Drive (80' right-of-way) as shown on said Friendswood Lakes, Section 1 plat. THENCE S 45°00'00"E with the Northeasterly line of this description and the Southerly line of said Eagle Creek Drive a distance of 80.00 feet to the Easterly corner of this description, the Easterly corner of said Eagle Creek Drive and also being the Westerly corner of Lot 1, Block 9 of said Friendswood Lake, Section 1. THENCE S 45°01'42" W with the Southeasterly line of this description and across said thirty (30) foot Drainage Reserve a distance of 30.00 feet to the Southerly corner of this description; said point being in the Southerly line of said thirty(30) foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1. THENCE N 45°00'00" W with the Southwesterly line of this description,the Southerly line of said thirty(30) foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1 a distance of 80.00 feet to the Westerly corner of this description. THENCE N 45°01'42"E with the Northwesterly line of this description and across said thirty (30) foot Drainage Reserve a distance of 30.00 feet to the PLACE OF BEGINNING; containing within said boundaries a calculated area of 2, 400 square feet of land. EXHIBIT "A-2" TRACT 2. 0.3970 ACRES All of Reserve C of Friendswood Lakes, Section 1 subdivision as recorded at Volume 18, Map No. 1176 of the Map Records of Galveston County, Texas. "P5 wv EXHIBIT "A-3" TRACT 3. 8.47 ACRES Description of a 8.47 acre tract of land situated in the Mary Fabreau Survey, Abstract No. 69, Galveston County, Texas; said 8.47 acre tract of land being out of and a part of a called 31.9593 acre tract of land; a called 2.0477 acre tract of land and a called 32.4763 acre tract of land all being conveyed to Friendswood Lakes, Inc. as recorded at Film Code No. 014-67-15 10 of the Official Public Records of Real Property of Galveston County, Texas; said 8.47 acre tract of land being more particularly described by metes and bounds as follows: NOTE: Bearing basis for this description is the Southwesterly line of Friendswood Lakes, Section 2 subdivision as recorded at Volume 18, Map No. 1366 of the Map Records of Galveston County, Texas; said Southwesterly line being S 45°54'29"E. BEGINNING at the most Westerly corner of this description, the same being the most Northerly West corner of said 2.0477 acre tract of land and also being the most Westerly Southwest corner of Reserve "I" located in Friendswood Lakes, Section 1 subdivision as recorded at Volume 18, Map No. 1176 of the Map Records of Galveston County, Texas. THENCE S 74°13'28" E with the Westerly line of this description and the Southerly line of said Reserve"I" a distance of 139.67 feet to the beginning of a curve to the right, concave Southerly. THENCE in a Easterly direction with the Westerly line of this description, the Southerly line of said Reserve "I"and said curve to the right having a central angle of 8° 18 '02", a radius of 416.32 feet, an arc length of 60.31 feet and a chord bearing and distance of S 82°41 '27" E, 60.26 feet to the beginning of a curve to the left, concave Northerly. THENCE in a Easterly direction with the Westerly line of this description, the Southerly line of said Reserve "I" and said curve to the left having a central angle of 36°37'11", a radius of 320.00 feet, an arc length of 204.52 feet and a chord bearing and distance of N 84°1 8'4T' E, 201.06 feet to the end of this curve. THENCE N 66°00'12" E with the Westerly line of this description and the Southerly line of said Reserve "I" a distance of 156.63 feet to the beginning of a curve to the right, concave Southerly. THENCE in a Easterly direction with the Westerly line of this description, the Southerly line of said Reserve"I"and said curve to the right having a central angle of 5°56'47",a radius of 180.00 feet,an arc length of 18.68 feet and a chord bearing and distance of N 68°58'39" E, 18.67 feet to the most Northerly Northeast corner of this description and also being the most Westerly Northwest corner of Reserve"D" located in said Friendswood Lakes, Section 2 subdivision. 2 -751 EXHIBIT "A-3" cont. THENCE S 51°26'44" E with the Northerly line of this description and the Southwesterly line of said Reserve "D" a distance of 401.16 feet to the beginning of a curve to the right, concave Southwesterly. THENCE in a Southeasterly direction with the Northerly line of this description, the Southwesterly line of said Reserve "D" and said curve to the right having a central angle of 4°55 '46", a radius of 2100.00 feet, an arc length of 180.68 feet and a chord bearing and distance of S 49°00'5 1"E, 180.62 feet to the beginning of a reverse curve to the left, concave Northerly. THENCE in a Easterly direction with the Northerly line of this description, the Southerly line of said Reserve "D" and said reverse curve to the left having a central angle of 88°5 1'14", a radius of 25.00 feet, an arc length of 38.77 feet and a chord bearing and distance of N 89°01'22" E, 35.00 feet to the end of this curve and also being the most Southerly Southwest corner of Mossy Stone Drive (60' right-of-way) as shown on said Friendswood Lakes, Section 2 plat. THENCE S 46°27'10" E with the Northerly line of this description and the Southerly line of said Mossy Stone Drive a distance of 60.01 feet to the beginning of a non-tangent curve to the left, concave Easterly; said point also being the most Southerly Southeast corner of said Mossy Stone Drive and also being in the Westerly line of Reserve "F" of said Friendswood Lakes, Section 2. THENCE in a Southerly direction with the Northerly line of this description, the Westerly line of said Reserve "F" and said non-tangent curve to the left having a central angle of 90°30'09", a radius of 25.00 feet, an arc length of 39.49 feet and a chord bearing and distance of S 00°39'23" E, 35.51 feet to the end of this curve. THENCE S 45°54'29"E with the Northerly line of this description and the Southerly line of said Reserve "F" a distance of 572.61 feet to the most Easterly corner of this description; said point being in the Easterly line of said 3 2.4763 acre tract of land. THENCE S 44°06'46" W with the Easterly line of this description and the Easterly line of said 32.4763 acre tract of land a distance of 253.67 feet to the most Southerly corner of this description and also being the most Southerly corner of said 3 2.4763 acre tract of land. THENCE N 45°53'14" W with the Southerly line of this description and the Southerly line of said 32.4763 acre tract of land a distance of 820.80 feet to an angle point of this description, the most Westerly corner of said 3 2.4763 acre tract of land and also being the most Southerly corner of said 2.0477 acre tract of land. THENCE N 60°41 '33" W with the Southerly line of this description and the Southerly line of said 2.0477 acre tract of land a distance of 836.12 feet to the PLACE OF BEGINNING; containing within said boundaries a calculated area of 8.47 acres(368,799.66 sq.ft.) of land. 3 EXHIBIT B-1 DESCRIPTION OF PUBLIC INFRASTRUCTURE All streets, storm water conveyance facilities, potable water conveyance facilities, and sanitary sewer conveyance facilities constructed or installed incident to the development of Sections One, Two, Three and Four of Friendswood Lakes Subdivision, as recorded, respectfully, at Volume 18, Map No. 1176, Volume 18, Map No. 1366, Plat Number 2004A, Map Nos. 11 and 12, and Plat Number 2007A, Map Nos. 49-50, of the Map Records of Galveston County, Texas. tiA/ EXHIBIT B-2 DESCRIPTION OF EXCLUDED DETENTION PONDS Restricted Reserve A—Recreation/Detention— Section One, Friendswood Lakes — 11.47 Acres, as shown on the plat thereof recorded at Volume 18, Map No. 1176, of the Map Records of Galveston County, Texas Restricted Reserve B — Recreation/Detention— Section One, Friendswood Lakes — 10.08 Acres, as shown on the plat thereof recorded at Volume 18, Map No. 1176, of the Map Records of Galveston County, Texas '975 ee/7 932277v.5 30529/10 Y Associates, Inc. TRACT I Description of a 2,400 square foot tract of land situated in the George W. Patterson Survey, Abstract No. 645, Galveston County, Texas; said 2,400 square foot tract of land being out of and a part of the thirty(30) foot Drainage Reserve located in Friendswood Lakes, Section 1 subdivision as recorded at Volume 18, Map No. 1176 of the Map Records of Galveston County, Texas; said 2,400 square foot tract of land being more particularly described by metes and bounds as follows: NOTE: Bearing basis for this description is the Southerly line of said Friendswood Lakes, Section 1 subdivision; said Southerly line being S 45°00'00"E. BEGINNING at the Northerly corner of this description and also being the Southerly corner of Reserve"A" of said Friendswood Lakes, Section 1; said point also being the Westerly corner of Eagle Creek Drive (80' right-of-way) as shown on said Friendswood Lakes, Section 1 plat. THENCE S 45°00'00"E with the Northeasterly line of this description and the Southerly line of said Eagle Creek Drive a distance of 80.00 feet to the Easterly corner of this description, the Easterly corner of said Eagle Creek Drive and also being the Westerly corner of Lot 1, Block 9 of said Friendswood Lake, Section 1. THENCE S 45°01'42"W with the Southeasterly line of this description and across said thirty(30) foot Drainage Reserve a distance of 30.00 feet to the Southerly corner of this description; said point being in the Southerly line of said thirty(30) foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1. THENCE N 45°00'00"W with the Southwesterly line of this description, the Southerly line of said thirty(30) foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1 a distance of 80.00 feet to the Westerly corner of this description. THENCE N 45°01'42"E with the Northwesterly line of this description and across said thirty(30) foot Drainage Reserve a distance of 30.00 feet to the PLACE OF BEGINNING; containing within said boundaries a calculated area of 2, 400 square feet of land. 2820 FM 517 EAST, DICKINSON, TEXAS 77539 (281)309-9100 (281)309-9300 (FAX) 1 Surveyed: October 15-18, 2007 I hereby certify that the above described tract of land was surveyed on the ground and under my direction, and that this description accurately represents the facts as found on the ground this date.Reference is made to drawing of even date accompanying this metes and bounds description. WITNESS my hand and seal at Dickinson, Texas, this 7th. day of November, 2007. (PeU A.Munroe Kelsay .' �`�� Registered ProfessionalR, '. g \ t.I J'!,<<F JY,l��LSA Land Surveyor 5580 h.l "° cooaa.• \ 'Pe OP, C),04§, • JKC &ASSOCIATES 2820 FM 517 EAST, DICKINSON,TEXAS 77539 (281)309-9100(281)309-9300 (FAX) Associates, Inc. TRACT IV Description of a 8.47 acre tract of land situated in the Mary Fabreau Survey, Abstract No. 69, Galveston County,Texas; said 8.47 acre tract of land being out of and a part of a called 31.9593 acre tract of land; a called 2.0477 acre tract of land and a called 32.4763 acre tract of land all being conveyed to Friendswood Lakes, Inc. as recorded at Film Code No. 014- 67-1510 of the Official Public Records of Real Property of Galveston County,Texas; said 8.47 acre tract of land being more particularly described by metes and bounds as follows: NOTE: Bearing basis for this description is the Southwesterly line of Friendswood Lakes, Section 2 subdivision as recorded at Volume 18, Map No. 1366 of the Map Records of Galveston County,Texas; said Southwesterly line being S 45°54'29"E. BEGINNING at the most Westerly corner of this description,the same being the most Northerly West corner of said 2.0477 acre tract of land and also being the most Westerly Southwest corner of Reserve"I" located in Friendswood Lakes, Section 1 subdivision as recorded at Volume 18, Map No. 1176 of the Map Records of Galveston County, Texas. THENCE S 74°13'28"E with the Westerly line of this description and the Southerly line of said Reserve"I" a distance of 139.67 feet to the beginning of a curve to the right, concave Southerly. THENCE in a Easterly direction with the Westerly line of this description,the Southerly line of said Reserve"I" and said curve to the right having a central angle of 8°18'02", a radius of 416.32 feet, an arc length of 60.31 feet and a chord bearing and distance of S 82°41'27"E, 60.26 feet to the beginning of a curve to the left, concave Northerly. THENCE in a Easterly direction with the Westerly line of this description, the Southerly line of said Reserve "I" and said curve to the left having a central angle of 36°37'11", a radius of 320.00 feet, an arc length of 204.52 feet and a chord bearing and distance of N 84°18'47"E, 201.06 feet to the end of this curve. THENCE N 66°00'12"E with the Westerly line of this description and the Southerly line of said Reserve"I" a distance of 156.63 feet to the beginning of a curve to the right, concave Southerly. THENCE in a Easterly direction with the Westerly line of this description,the Southerly line of said Reserve "I" and said curve to the right having a central angle of 5°56'47", a radius of 180.00 feet, an arc length of 18.68 feet and a chord bearing and distance of N 2820 FM 517 EAST, DICKINSON, TEXAS 77539 (281) 309-9100 (281) 309-9300 (FAX) 68°58'39"E, 18.67 feet to the most Northerly Northeast corner of this description and also being the most Westerly Northwest corner of Reserve"D" located in said Friendswood Lakes, Section 2 subdivision. THENCE S 51°26'44"E with the Northerly line of this description and the Southwesterly line of said Reserve"D"a distance of 401.16 feet to the beginning of a curve to the right, concave Southwesterly. THENCE in a Southeasterly direction with the Northerly line of this description, the Southwesterly line of said Reserve"D" and said curve to the right having a central angle of 4°55'46", a radius of 2100.00 feet, an arc length of 180.68 feet and a chord bearing and distance of S 49°00'51"E, 180.62 feet to the beginning of a reverse curve to the left, concave Northerly. THENCE in a Easterly direction with the Northerly line of this description,the Southerly line of said Reserve"D" and said reverse curve to the left having a central angle of 88°51'14", a radius of 25.00 feet, an arc length of 38.77 feet and a chord bearing and distance of N 89°01'22"E, 35.00 feet to the end of this curve and also being the most Southerly Southwest corner of Mossy Stone Drive(60' right-of-way) as shown on said Friendswood Lakes, Section 2 plat. THENCE S 46°27'10"E with the Northerly line of this description and the Southerly line of said Mossy Stone Drive a distance of 60.01 feet to the beginning of a non-tangent curve to the left, concave Easterly; said point also being the most Southerly Southeast corner of said Mossy Stone Drive and also being in the Westerly line of Reserve"F"of said Friendswood Lakes, Section 2. THENCE in a Southerly direction with the Northerly line of this description,the Westerly line of said Reserve"F"and said non-tangent curve to the left having a central angle of 90°30'09", a radius of 25.00 feet, an arc length of 39.49 feet and a chord bearing and distance of S 00°39'23"E, 35.51 feet to the end of this curve. THENCE S 45°54'29"E with the Northerly line of this description and the Southerly line of said Reserve"F"a distance of 572.61 feet to the most Easterly corner of this description; said point being in the Easterly line of said 32.4763 acre tract of land. THENCE S 44°06'46"W with the Easterly line of this description and the Easterly line of said 32.4763 acre tract of land a distance of 253.67 feet to the most Southerly corner of this description and also being the most Southerly corner of said 32.4763 acre tract of land. THENCE N 45°53'14"W with the Southerly line of this description and the Southerly line of said 32.4763 acre tract of land a distance of 820.80 feet to an angle point of this JKC & ASSOCIATES 2820 FM 517 EAST, DICKINSON, TEXAS 77539 (281) 309-9100 (281) 309-9300 (FAX) t description, the most Westerly corner of said 32.4763 acre tract of land and also being the most Southerly corner of said 2.0477 acre tract of land. THENCE N 60°41'33"W with the Southerly line of this description and the Southerly line of said 2.0477 acre tract of land a distance of 836.12 feet to the PLACE OF BEGINNING; containing within said boundaries a calculated area of 8.47 acres (368,799.66 sq.ft.)of land. Surveyed: October 15-18, 2007 I hereby certify that the above described tract of land was surveyed on the ground and under my direction, and that this description accurately represents the facts as found on the ground this date. Reference is made to drawing of even date accompanying this metes and bounds description. WITNESS my hand and seal at Dickinson, Texas, this 7th. day of November, 2007. r � r F� A. Munroe Kelsay `P:0o%sr• E9.., � Registered Professional 1.....N.NNN....NN.N N... Land Surveyor 5580 ;A;*!lUNROE KELSAOOOO�f 1 9 5580 P:Q� I S WAN JKC & ASSOCIATES 2820 FM 517 EAST, DICKINSON, TEXAS 77539 (281) 309-9100 (281) 309-9300 (FAX) APR 21 2008 2 : 12 PM FR' ALr7O TITLE 281 480 5993 TO 2814821634 P . 02 Exhibit A (R2007-31) REAL PROPERTY EARNEST MONEY AND INFRASTRUCTURE CAPACITY PURCHASE CONTRACT THE STATE OF TEXAS § COUNTY OF GALVESTON § This contract (hereinafter referred to as the "Contract") is made this . 5� 1day of October, 2007, by and between Eagle Creek Investments, Ltd., a Texas limited partnership (hereinafter referred to as "Seller") and the City of Friendswood, Texas, a home rule municipal corporation of the State of Texas,located in Galveston and Harris Counties (hereinafter referred to as "Purchaser"),each acting by and through their respective hereunto duly authorized officers.. 1. REAL PROPERTY. Purchaser agrees to purchase from.Seller, upon the terms and conditions set forth herein, and Seller agrees to sell to Purchaser, upon the terms and conditions set forth herein, all of that certain real property described in Exhibit "A" attached hereto and made a part hereof, together with all improvements thereon, and in its present condition, "as is," unless otherwise specified herein, all of such. property (land and improvements)being hereinafter referred to as the"Real Property." 2. INTEREST IN INFRASTRUCTURE. Purchaser agrees to purchase from. Seller,upon the terms and conditions set forth herein,and Seller agrees to sell to Purchaser,upon the terms and conditions set forth herein, (i) any right,title, or interest Seller may have or claim in or to any of the public infrastructure improvements constructed or installed incident to the platting and development of Friendswood Lakes Subdivision, Sections One, Two, Three and Four, (ii) any right, title, or interest Seller may have or claim in. any capacity in. such improvements,and(iii)any right,title or interest Seller may have or claim for the reimbursement or recovery of any cost incurred in the construction or installation of any portion of such improvements that exceeds the capacity that was required to serve Friendswood Lakes Subdivision, Sections One, Two, Three and Four (hereinafter referred to, collectively, as "Interest in Infrastructure"). For the purpose of the foregoing,public infrastructure shall include APR 21 2008 2 : 12 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 03 and mean those streets, storm water conveyance facilities, potable water conveyance facilities, and sanitary sewer conveyance facilities described on Exhibit "B-1" attached hereto and for all things made a part hereof. It is specifically understood and agreed that Seller is not conveying hereby any right, title or interest Seller may have or claim in storm water detention capacity in. and to those certain 11.47 acre and 10.08 acre storm water detention facilities described on Exhibit"B-2"attached hereto and for all things made a part hereof. 3. PURCHASE PRICE. The purchase price of the Real Property and the Interest in Infrastructure shall be the sum. of Fifty Thousand and No/100 Dollars ($50,000.00). The purchase price, less the amount deposited as earnest money, shall be paid at the time of closing, in cash or by cashier's check. The earnest money shall be applied to the purchase price at closing. 4. SURVEY. Within fifteen (15) days following the date of execution of this Contract,Purchaser,at its sole cost and expense,shall cause to be prepared and furnished to each party a survey of the Real Property prepared by a Registered Public Surveyor acceptable to Alamo Title Company(the "Title Company"). The survey shall reflect the following: (a) The total number of acres (expressed to the nearest one-hundredth of an acre) contained within the boundaries of the Real Property and the location of each and every recorded easement, right-of-way, road, street, alley, or railroad within the boundaries of the Real Property; (b) The perimeter lines of the Real.Property; (c) The location of all apparent easements, improvements, streets, roads, creeks, and water flood zones onthe Real Property; (d) All other natural monuments, improvements, or other objects on the Real Property;and (e) Field notes or other appropriate legal description of the Real Property. Unless Seller or Purchaser objects in writing to the survey within fifteen (15) days after same is furnished to such party, then said survey and legal description shall automatically supplement the description of the Real Property contained hereinabove and become a part hereof for all purposes. S. TITLE COMMITMENT. Purchaser and Seller acknowledge that Purchaser has obtained an Owner's Title Policy Commitment covering the Real Property (the "Commitment"). APR 21 2008 2 : 12 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 04 If the Commitment discloses any exceptions to title, other than the standard exceptions relating to claim of present occupants,discrepancies in area and boundary lines, and taxes for the current year,which are not acceptable to Purchaser,then Purchaser shall have fifteen(15) days from the effective date hereof in which to notify Seller in writing of any objections to title. If Purchaser fails to so notify Seller, Purchaser shall be deemed to have accepted those exceptions to title as set forth on the Commitment. If Purchaser does notify Seller and Seller does not elect to cure said objections by the fifth(5th) day following receipt of such objection notice, Purchaser shall have the option to (i) cancel this Contract in writing and have its earnest money returned, in which event the parties shall have no further obligations hereunder, or (ii) waive the objections and proceed to close hereunder. The Special Warranty Deed to be executed and delivered by Seller shall be made subject to the those title exceptions reflected on the Commitment to which Purchaser did not object as well as to the matter or matters so waived by Purchaser(collectively, the "Permitted Exceptions"). In the event Purchaser does not notify Seller in writing of its election to cancel this Contract within ten (10) days from the lapse of such five (5) day period wherein Seller did not cure said title, Purchaser shall be deemed to have waived the objections and proceed to close hereunder. Nothing herein contained shall obligate Seller to cure any objections to title if Seller does not desire to do so. 6. FEASIBILITY STUDY. Purchaser shall have a period equal to thirty (30) days from the effective date in which to complete its physical inspection and feasibility study of the Property ("Feasibility Study Period") and an examination of all of the documents of Seller relating to same: During the Feasibility Study Period, Purchaser or Purchaser's designated agents may, after two (2) days prior written notice, enter upon the Property to make surveys, environmental site assessments, borings and such other tests as Purchaser deems necessary. Purchaser shall not permit any liens to attach to the Property by reason of the exercise of such right or to interfere with the rights of any party then in possession of the Property. Seller may be present during any such test. In the event this Contract shall not close,Purchaser shall restore the Property as close as reasonably possible to its original condition. Purchaser for any reason and in its sole discretion may terminate this Contract by written notice to Seller on or before the expiration of said Feasibility Study Period (prior to midnight local time), in which case this Contract shall terminate,the earnest money on deposit shall be returned to Purchaser and neither Purchaser nor Seller shall have any further rights or obligations hereunder. If Purchaser fails to 3 /fit/ APR 21 2008 2 : 12 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 05 give notice of termination within the time described above, Purchaser shall be deemed to be satisfied with such inspection_ 7. ENTRY PRIOR TO CLOSING. So long as this Contract is in effect and Purchaser is not in default hereunder, Purchaser, or its representatives, upon notice to and approval of Seller, may enter upon the Property for purposes of inspecting said Property; provided,however,Purchaser shall not permit any liens to attach to the Property by reason of the exercise of such right or to interfere with the rights of any party then in possession of the Property. 8, CLOSING. The purchase and sale of the Property shall be closed in the offices of the Title Company in Houston,Texas,located at ALAMO TITLE COMPANY, 1331 Gemini, #250, Houston, TX 77058 on or before November 15, 2007 (the "closing date" or "date of closing"). Upon closing,Seller,at Seller's expense,shall deliver to Purchaser: (a) a Special Warranty Deed conveying good and indefeasible title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions, and other conditions, except for the Permitted Exceptions including,real estate taxes and assessments for 2007; (b) possession of the Real Property; and (c) such other instruments, documents, and receipts as reasonably required by the Title Company to close the transaction. Upon closing,Purchaser,at Purchaser's expense, shall deliver to Seller: (a) the purchase price,as provided in Paragraph 2 hereof;and (b) such other instruments, documents and receipts as reasonably required by the Title Company to close the transaction. 9. PRORATIONS. Taxes for the current year,penalties, interest, maintenance fees, assessments, dues, and rents shall be prorated through the closing date. Taxes or assessments levied or that become due and owing on the Property subsequent to the date of closing,including any deferred taxes and assessments that would become due and owing by reason of any changed use of the Property, shall become the liability of Purchaser from and after closing and Purchaser hereby assumes payment of same and covenants and agrees to pay same promptly if and when same become due and payable. 4 4t/ APR 21 2008 2 : 12 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 06 10. CLOSING COSTS. The cost of the survey,Owner's Policies of Title Insurance, Owner's Title Policy Commitment and Purchaser's attorney's fees shall be paid by Purchaser. All other closing costs, including reasonable and customary escrow fees, costs of preparing instruments,etc_,shall be paid by Purchaser. Seller's attorney's fees shall be paid by Seller. 11. DISCLAIMER OF WARRANTIES, COVENANTS, AND REPRESENTATIONS BY PURCHASER PURCHASER ACKNOWLEDGES THAT SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY WARRANTY, COVENANT, OR REPRESENTATION OF ANY KIND OR CHARACTER WHATEVER. WITH RESPECT TO TIM PROPERTY,WHETHER EXPRESS OR IMPLIED,OTHER THAN THOSE SPECIFICALLY EXPRESSED IN THIS CONTRACT, IF ANY. PURCHASER HEREBY REPRESENTS THAT IT IS NOT RELYING ON ANY WARRANTIES, COVENANTS, PROMISES,GUARANTEES, OR REPRESENTATIONS MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT ON BEHALF OF SELLER. IN PURCHASING THE PROPERTY,OTHER THAN THOSE EXPRESSLY PROVIDED FOR IN THIS CONTRACT, IF ANY, AND THAT PURCHASER IS BUYING THE REAL PROPERTY IN ITS "AS IS-WHERE IS" CONDITION IN FULL RELIANCE ON ITS OWN INVESTIGATIONS AND INSPECTIONS. 12. CONDEMNATION PRIOR TO CLOSING. If, prior to Closing, all or any portion of the Property shall be taken for any public or quasi-public purpose by a lawful power of authority by the exercise of the right of condemnation or eminent domain or by agreement in lieu thereof, Purchaser shill have the option of (i) canceling this Contract, in which event the earnest money shall be returned to Purchaser and all parties relieved of all further obligations under this Contract,or(ii)proceeding to close this Contract,in which event Seller shall assign to Purchaser all of Seller's right,title, and interest in. and to any award or other payments in lieu thereof for such condemnation, eminent domain,or other taking by any governmental authority, and Purchaser and Seller shall otherwise proceed to close this Contract as provided herein. 13. FURTHER ACTS. Seller hereby covenants and agrees that from time to time Seller will execute and deliver, whether on. or after the closing, on the request of Purchaser, all confirmatory deeds, assignments, and other documents which may reasonably be required to confirm and assure Purchaser of its title and interest in the Real Property sold hereunder. 5 �7 APR 21 2008 2: 13 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 07 • 14. REAL ESTATE COMMISSION. Neither Seller nor Purchaser have made nor will make or enter into any agreement to pay or cause to be paid any fee, commission, or other compensation to any real estate agent,broker, or other person_relating to the sale of the Property. Seller and Purchaser agree to protect and save the other harmless from any cost, expense, or liability of any kind or character whatsoever asserted against one party on account of the claim of any agent, broker,or other person claiming under any agreement made or asserted to have been made with the other party to pay or cause to be paid any fee,commission,or other compensation relating to the purchase of the Property. 15. EARNEST MONEY,DEFAULT,AND REMEDIES. (a) Simultaneously with the execution hereof, Purchaser shall deposit with Title Company, as earnest money to bind this Contract, the sum of FIVE HUNDRED AND NO/100 DOLLARS ($500.00)in cash or cashier's check. (b) In the event the transaction contemplated by this Contract is not consummated by reason of default on the part of Purchaser, the earnest money shall be retained by Seller and it shall be and become the property of Seller, such sum. being agreed upon as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract and because of the difficulty, inconvenience, and uncertainty of ascertaining actual damages, and no other damages, rights,or remedies shall be collectable, enforceable, or available to Seller, and Seller agrees to accept and take the earnest money as its total damages and relief hereunder in.any such event. (c) In the event the transaction contemplated by this Contract is not consummated by reason of Seller's inability to furnish the Title contemplated hereunder, or by reason of failure or breach of any other warranty,covenant,or representation made or to be made by Seller hereunder, Purchaser shall be entitled to the return of its earnest money and this Contract shall be cancelled, unless Purchaser elects to complete the transaction, waiving such defects in.title or such failure or breach of warranties, covenants and representations as herein provided, and that shall be Purchaser's sole remedy for such defect, failure, or breach. In the event the transaction is not consummated because of default on the part of Seller for reasons other than as described above, Purchaser shall have the option of(i) canceling this Contract, and in such event the earnest money shall be returned to Purchaser and all parties relieved of all APR 21 2008 2 : 13 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 08 further obligations under this Contract or (ii) Purchaser may waive such conditions and enforce specific performance of Seller's obligations to sell the Property to Purchaser. (d) Purchaser shall, on the effective date of this Contract,deliver to Seller and Seller will acknowledge the delivery of a check in the amount of One Hundred and No/100 Dollars ($100.00) ("Independent Agreement Consideration"), which amount the parties have bargained for and have agreed is the consideration for the rights granted to Purchaser under this Contract. This Independent Agreement Consideration is in addition to and independent of any other consideration or payment provided in this Contract,is non-refundable,and shall be retained by Seller notwithstanding any other provision of this Contract. 16. ASSIGNMENT OF CONTRACT. This Contract may not be assigned by either party without the express written consent of the other. 17. MEMORANDUM OF CONTRACT. Neither party will record any memorandum or affidavit regarding this Contract in the land records of the county in which the Real Property is located. 18. NOTICE. Any notices to be given by either party to this Contract shall be given in writing and may be effected by personal delivery or mailed by deposit of such into the care and custody of the United States Postal Service, certified, return receipt requested, and postage prepaid,as follows: (a) To Purchaser: City of Friendswood 910 S. Friendswood Drive Friendswood, Texas Attn: City Manager (b) To Seller: do Altair Development Corporation (if delivered by messenger) 2500 West Marina Bay Drive Suite Z League City,Texas 77553 (if delivered by mail) P.O.Box 72 Friendswood,Texas 77549-0072 However, the parties hereto shall have the right from time'to time to change their respective addresses, and each shall have the right to specify as its address any other address within the continental.United States of America by giving at least five (5) days written notice to the other APR 21 2008 2 : 13 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 09 party as herein provided. Notice shall be effective and deemed given upon actual receipt or upon the third(3`d)day after same is mailed as provided above,whichever is earlier. 19. TIME OF ESSENCE. Time is of the essence of this Contract. 20. MODIFICATION OF THIS CONTRACT. This Contract may not be modified or amended, except by a subsequent Contract in writing signed by Seller and Purchaser. Purchaser and Seller may waive any of the conditions contained herein or any of the obligations of the other party hereunder, but any such waiver shall be effective only if in writing and signed by the party waiving such condition or obligation,except as otherwise herein provided. 21. BINDING EFFECT. This Contract shall be binding upon. and inure to the benefit of the parties hereto and their respective successors and assigns. 22. ENTIRE AGREEMENT. This Contract,including the Exhibits attached hereto, constitutes the entire agreement and understanding between the parties hereto and supersedes all prior and contemporaneous agreements and undertakings of the parties in connection herewith. No statements, agreements, or understandings, representations, warranties, or conditions not expressed in this Contract shall be binding upon the parties hereto, or shall be effective to interpret, change, or restrict the provisions of this Contract unless such is in writing signed by both parties hereto and by reference made a part hereof. 23. SURVIVAL. All covenants and agreements contained herein and intended to be performed subsequent to the closing of this Contract shall survive the execution and delivery of the Deed and other closing documents required hereby, and shall specifically not be deemed to be merged into or waived by any instrument of closing, but shall expressly survive and be binding upon Purchaser and Seller. 24. GOVERNING LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, and venue for any action hereunder shall be in Galveston County,Texas. 25 SIMULTANEOUS CLOSINGS. The obligation of Seller to sell the Real Property and the Interest In Infrastructure to Purchaser under this Contract is hereby also made expressly contingent and conditional upon the simultaneous closing of the purchase by Purchaser from Friendswood Lakes, Inc (hereinafter called "Other Seller") of the real property located in the Friendswood Lakes Subdivision which is the subject of a contract of even date herewith between Purchaser and the Other Seller (herein called the "Other Purchase Agreement"). If APR 21 2008 2 : 13 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 10 Purchaser, for any reason, (i) terminates the Other Purchase Agreement, (ii) defaults in its obligation under the Other Purchase Agreement, or (iii) fails to close its purchase of the real property which is the subject of the Other Purchase Agreement simultaneously with its closing of its purchase of the Real Property pursuant to this Contract(other than as the result of a default by Seller under this Contract or an Other Seller under the Other Purchase Agreement), Seller may elect, by written notice to Purchaser, to terminate this Contract in which event the Earnest Money shall (a)be refunded to Purchaser,if Purchaser is not in default under this Contract or the Other Purchase Agreement, or(b)be retained by Seller as liquidated damages for such default,if Purchaser is in default under this Contract or the Other Purchase Agreement, and not as a penalty, actual damages being difficult or impossible to measure; and this Contract shall be deemed to be null, void, terminated and of no further force or effect, except as herein to the contrary expressly provided. Notwithstanding anything set forth herein to the contrary,the Feasibility Period and the closing dates,respectively,under this Contract and under the Other Purchase Agreement,shall always be identical, and, if any of said dates is changed pursuant to the terms of this Contract or the Other Purchase Agreement, said change shall also apply to said date under this Contract and the Other Purchase Agreement,as applicable. EXECUTED in multiple original counterparts, each of which shall be an original but which shall together constitute but one and the same Contract. EXECUTED by SELLER effective the 3( day of October, 2007, which shall be deemed the effective and execution date hereof for all purposes. "SELLER" EAGLE CREEK INVESTMENTS, LTD.,a Texas limited partnership By: Friendswood Lakes, Inc., a Texas corporation,its general partner By: William F. Mitchell APR 21 2008 2 : 13 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 11 President EXECUTED by Purchaser this )1 b day of October,2007. "PURCHASER" CITY OF FRIENDS.WOOD,TEXAS By: David J. FL Smith,Mayor lA Pt / APR 21 2008 2 : 13 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 12 EXHIBIT "A" DESCRIPTION OF REAL PROPERTY ALL OF RESERVE B OF FRIENDSWOOD LAKES SUBDIVISION, SECTION 2, AS RECORDED AT VOLUME 18, MAP NO. 1366 OF THE MAP RECORDS OF GALVESTON COUNTY,TEXAS. f / APR 21 2008 2 : 13 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 13 EXHIBIT B-1 DESCRIPTION OF PUBLIC INFRASTRUCTURE All streets, storm water conveyance facilities, potable water conveyance facilities, and sanitary sewer conveyance facilities constructed or installed incident to the development of Sections One, Two, Three and Four of Friendswood Lakes Subdivision, as recorded, respectfully, at Volume 18, Map No. 1176, Volume 18, Map No. 1366, Plat Number 2004A, Map Nos. 11 and 12, and Plat Number 2007A,Map Nos. 49-50,of the Map Records of Galveston County,Texas. c7'� APR 21 2008 2 : 13 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 14 AI Alamo Title Company 1331 Gemini, #250 Houston, TX 77058 (281) 488.3950• FAX (281) 488-3958 DATE: November 8, 2007 TIME: 15:26:28 GF #: 07-423 1 1 884-23-G H ESCROW OFFICER: Glennie Hefner CLOSING DATE: November 9, 2007 SELLER FINAL CLOSING STATEMENT SELLER(S): Eagle Creek Investments, Ltd. BUYER(S): City of Friendswood, Texas PROPERTY: Reserve H, Friendswood Lakes, #2, Friendswood, TX 77546 $ DEBITS $ CREDITS FINANCIAL: Total Consideration 50,000.00 NET PROCEEDS DUE SELLER S 50,000.00 TOTALS $ 50,000.00 $ 50,000.00 Eagle Creek Investments, Ltd. BY: Friendswood Lakes, Inc., its general partner By: d .40. 11"------- william F. Mitchell, President SAVE THIS STATEMENT FOR INCOME TAX PURPOSES APR 21 2008 2 : 14 PM FR ALAMO TITLE 281 480 5993 TO 2814821634 P . 01 /01 EXHIBIT B-1 DESCRIPTION OF PUBLIC INFRASTRUCTURE All streets, storm water conveyance facilities, potable water conveyance facilities, and sanitary sewer conveyance facilities constructed or installed incident to the development of Sections One, Two, Three and Four of Friendswood Lakes Subdivision, as recorded, respectfully, at Volume 18, Map No. 1176, Volume 18, Map No. 1366, Plat Number 2004A, Map Nos. 11 and 12, and Plat Number 2007A,Map Nos.49-50,of the Map Records of Galveston County,Texas. [M] Galveston Central Appraisal District LY. ' \ \N. / - ' ' \'. ' ° ' • 4 4 �' ice` ,r �s ` -•• 0 RG • . ¢4 �444_,&_-* .h.,4*ka& 4 4 +AE4 '4,/ 4 0 t‘ I, AN, 4Piti , 'l'''l / '' '.471 4441.414\4)444 PA ' .. ';%it'. \&• :#1,43444,AAb-.1414; w+42 / 414" 1 r44t 1 kp #44V:4047441.P 4t ' SCALE l'.20P MN.... 9# 4#744.W#4;1194P Sr"re IP' g I___,:_N . `4 \Vir 44ama.w LAKES' 4., 4. ��1#44 'O # • Vir • te ' \ • 4 — It op 4t• • - N 41P :1:-.4. VOA Of 4 lit i; • -rimezr i '4,111P4 - _ "IV g -C. _41,,* or 4,_#40, 2....2 -3----- Ntotatio. , —4,01101 0 is ir • 444,k/ �_ - 4 t 47401/111/ min ,lo• N � . .u. 440 ..:,,,, , ,, , A, Itik, ... . IR In r: v.v Wr. ..J. . = 0 4 4 , \ \\/ ‘s N 'WWI. -.'v-4*#A fr1S 14!rlig 3 liP `' N ' 404,-If44 ir ,...,,._ 7 Z 4/4 4 44"41? l_.49 - A ` .!4 )...4,�;¢�1� `� '�, r ,gyp Aav �- NSS *: 7 sr Tiu►c-�'s i,3 ar•v Li- au..,c� eY C.-ri PAGE 139-D "Tryw-t 5 ow.,v AY R.ti•et'+..e Lwrca.s H°A 9wssrWGr+3 «.. I4es•La-rUe,r R246 -ZG Associates, Inc. • TRACT I Description of a 2,400 square foot tract of land situated in the George W. Patterson Survey, Abstract No. 645, Galveston County,Texas; said 2,400 square foot tract of land being out of and a part of the thirty(30) foot Drainage Reserve located in Friendswood Lakes, Section 1 subdivision as recorded at Volume 18, Map No. 1176 of the Map Records of Galveston County, Texas; said 2,400 square foot tract of land being more particularly described by metes and bounds as follows: NOTE: Bearing basis for this description is the Southerly line of said Friendswood Lakes, Section 1 subdivision; said Southerly line being S 45°00'00"E. BEGINNING at the Northerly corner of this description and also being the Southerly corner of Reserve"A"of said Friendswood Lakes, Section 1; said point also being the Westerly corner of Eagle Creek Drive (80' right-of-way) as shown on said Friendswood Lakes, Section 1 plat. THENCE S 45°00'00"E with the Northeasterly line of this description and the Southerly line of said Eagle Creek Drive a distance of 80.00 feet to the Easterly corner of this description, the Easterly corner of said Eagle Creek Drive and also being the Westerly corner of Lot 1,Block 9 of said Friendswood Lake, Section 1. THENCE S 45°01'42"W with the Southeasterly line of this description and across said thirty(30) foot Drainage Reserve a distance of 30.00 feet to the Southerly corner of this description; said point being in the Southerly line of said thirty(30) foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1. THENCE N 45°00'00"W with the Southwesterly line of this description, the Southerly line of said thirty(30) foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1 a distance of 80.00 feet to the Westerly corner of this description. THENCE N 45°01'42"E with the Northwesterly line of this description and across said thirty(30) foot Drainage Reserve a distance of 30.00 feet to the PLACE OF BEGINNING; containing within said boundaries a calculated area of 2, 400 square feet of land. 2820 FM 517 EAST, DICKINSON, TEXAS 77539 (281) 309-9100 (281) 309-9300 (FAX) • , Surveyed: October 15-18, 2007 I hereby certify that the above described tract of land was surveyed on the ground and under my direction, and that this description accurately represents the facts as found on the ground this date. Reference is made to drawing of even date accompanying this metes and bounds description. WITNESS my hand and seal at Dickinson, Texas, this 7th. day of November, 2007. • . V A. Munroe Kelsay cq.a Egg o.N� Registered Professional °°"•••••••••••••••.°...... 1 Land Surveyor 5580 `................................... 311 5580 ` suRv JKC & ASSOCIATES 2820 FM 517 EAST, DICKINSON, TEXAS 77539 (281) 309-9100 (281) 309-9300 (FAX) Associates, Inc. TRACT I Description of a 2,400 square foot tract of land situated in the George W. Patterson Survey, Abstract No. 645, Galveston County, Texas; said 2,400 square foot tract of land being out of and a part of the thirty(30) foot Drainage Reserve located in Friendswood Lakes, Section 1 subdivision as recorded at Volume 18, Map No. 1176 of the Map Records of Galveston County, Texas; said 2,400 square foot tract of land being more particularly described by metes and bounds as follows: NOTE: Bearing basis for this description is the Southerly line of said Friendswood Lakes, Section 1 subdivision; said Southerly line being S 45°00'00"E. BEGINNING at the Northerly corner of this description and also being the Southerly corner of Reserve"A"of said Friendswood Lakes, Section 1; said point also being the Westerly corner of Eagle Creek Drive (80' right-of-way) as shown on said Friendswood Lakes, Section 1 plat. THENCE S 45°00'00"E with the Northeasterly line of this description and the Southerly line of said Eagle Creek Drive a distance of 80.00 feet to the Easterly corner of this description, the Easterly corner of said Eagle Creek Drive and also being the Westerly corner of Lot 1, Block 9 of said Friendswood Lake, Section 1. THENCE S 45°01'42"W with the Southeasterly line of this description and across said thirty(30) foot Drainage Reserve a distance of 30.00 feet to the Southerly corner of this description; said point being in the Southerly line of said thirty(30) foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1. THENCE N 45°00'00"W with the Southwesterly line of this description, the Southerly line of said thirty(30) foot Drainage Reserve and the Southerly line of said Friendswood Lake, Section 1 a distance of 80.00 feet to the Westerly corner of this description. THENCE N 45°01'42"E with the Northwesterly line of this description and across said thirty(30) foot Drainage Reserve a distance of 30.00 feet to the PLACE OF BEGINNING; containing within said boundaries a calculated area of 2, 400 square feet of land. 2820 FM 517 EAST, DICKINSON, TEXAS 77539 (281) 309-9100 (281) 309-9300 (FAX) i Surveyed: October 15-18, 2007 I hereby certify that the above described tract of land was surveyed on the ground and under my direction, and that this description accurately represents the facts as found on the ground this date. Reference is made to drawing of even date accompanying this metes and bounds description. WITNESS my hand and seal at Dickinson, Texas, this 7th. day of November, 2007. A. Munroe Kelsay �' '�� OF•rF�` Registered Professional Fo•�Nk Land Surveyor 5580 A.MUNROE KELSAY` 1•.o•o.•UU•...O.JNq.•4.•.••••/ < 9 5580 P;%rt O � JKC &ASSOCIATES 2820 FM 517 EAST, DICKINSON, TEXAS 77539 (281)309-9100 (281)309-9300 (FAX) INVOICE \\ \\O mg, Associates, Inc. Nick Haby, Assistant to City Manager \\\ ~Y-ti City of Friendswood �8 Invoice Date: 07-Nov-07 910 South Friendswood Drive InvoiceNumber: 07.118 Friendswood, TX 77546 DEC 2007 Purchase Order # m CIT Y OF FRIF]IDOORECENO WO SECRoANV Client Information `J'c�s' `' Reference c�c I22.124 v. Number Project Name 07-0323 Reserve C of Friendswood Lakes Sec 1 Billing Information Engineering Services Description Total Comment Boundary Survey $6,540.00 100% Subtotal Labor $6,540.00 Other Direct Charges Description I Quantity I Units Unit Cost Total Comment 0 0 0 $0.00 $0.00 Subtotal ODCs $0.00 Invoice Total $6,540.00 Please pay this amount within 15 days from date of invoice. Make checks payable to: ]KC&Associates, Inc. 2820 FM 517 East Dickinson,TX 77539 For inquiries call (281) 309-9100 CC: Deloris McKenzie ,II ASHBY CRINIoN 1,1.1) 17040 El Camino Real,Suite 200 Attorneys&Counselors Telephone:(281)990-8300 Houston,Texas 77058 Fax:(281)990-8303 4.�oZ�ZZ�3 2ajse6) �r1ala�.ashbycrinion.ront kt f` g ��' f\`�0� SF-`tTE4 P as�+�° . March 16,2008 VIA EMAIL 0pc`E ,01' ti: I lt• c—T 7 t-�-� s y E ( Bobby Gervais���i� `v Q� CA 1.,v>�Y ^'714 C►T`f Olson &Olson 0/69Lgc,° `T44.tuC4. wc- t-E- 1.415L-`( (3 ouG KT Re: Friendswood Lakes subdivision tom- 01�1) Felt- t—r) Fn-e►.-` t"l. Dear Mr. Gervais: `Tc K'r 1-1-- • You are aware of two pending issues running concurrently with respect to the Friendswood `f R Quo 8' Lakes subdivision. First,we have the subdivision ordinance that we have been discussing. Second, we have the small easement issue with respect to the 1 foot easements in San Joaquin,Section 1,and Friendswood Lakes, Section 2. You should have received a note from me this past week very belatedly responding to your helpful comments on the draft instrument. There is,however,a third issue involving the various"spite strips"that existed(and one of which appears to still exist)within the Friendswood Lakes subdivision. This latter issue is one that has been going on for awhile and that you and I have never discussed but which has re-arisen. With respect to this latter matter,the issue initially arose while reviewing land title and thee various Friendswood Lakes plats. At that time,Mr.Goza and the surveyor discovered a number of parcels within the confines of one or more of the Friendswood Lakes plats that remained in what would be the middle of a roadway. Those tracts are as follows: Tract 1 An approximately 30'x 80'strip of land at the southwest end of Eagle Creek Drive in Friendswood Lakes,Section 1,totaling approximately 2,400 square feet. This parcel consists of the property within the 30' drainage reserve noted on the Section 1 plat. Tract 2 Unrestricted Reserve C, Friendswood Lakes, Section 1, located at the southeast end of Friendswood Lakes Boulevard(the future potential Brittany Bay Boulevard) in Friendswood Lakes, Section 1, totaling approximately 17,293 square feet or.03970 acres. This parcel allows for the extension of Friendswood Lakes Boulevard to the southeast to the north side of North Eagle Creek. Tract 3 Restricted Reserve H., Friendswood Lakes, Section 2, located at the southeast end of Rolling Stone Drive in Friendswood Lakes, Section 2, totaling approximately 12,400 square feet or .28422 acres. This parcel consists of the property within the existing drainage ditch at the end of that street Additional Offices: Downtown Houston • Texas Hill Country Bobby Gervais March 16,2008 Page 2 Tract 4 An approximately 8.47 acre parcel of land to the southeast of Tract 2 above and on the southeast side of North Eagle Creek, totaling approximately 368,953 square feet or 8.47 acres. This parcel consist of the property that is located on the southeast side of North Eagle Creek and would allow for the extension of Friendswood Lakes Boulevard to the southeast. This parcel is outside any of the existing plats for Friendswood Lakes. Tract 5 Drainage R.O.W.Restricted Reserve 1,Friendswood Lakes,Section 1, being North Eagle Creek and totaling 6.441 acres. We determined that Tract 5 was conveyed to Friendswood Lakes Homeowners Association,Inc.by deed recorded at Galveston County Clerk's Instrument No. 200603715, thereby leaving Tracts 1 through 4 to be resolved. The City acquired Tract 3 by deed dated November 8, 2007 and recorded at Galveston County Clerk's Instrument No. 2007073067. A copy of that document is attached. The City acquired Tract 1 and Tract 4 by deed dated November 14, 2007 and recorded at Galveston County Clerk's Instrument No.2007073066. A copy of that document is attached. Tract 2 was never acquired by the City of Friendswood to our knowledge. We obtained a title certificate with respect to Reserve C and learned that it was(and apparently still is)owned in fee by Friendswood Lakes, Inc. (Mitch Mitchell's entity). A copy of that certificate is attached. All of these properties were to have been acquired from Mr. Mitchell or whichever of his entities actually had title. Unrestricted Reserve "C" lies in the middle of the planned location of Friendswood Lakes Boulevard. I have enclosed a copy of the Section 1 plat showing the location of this Unrestricted Reserve"C". The City hired Munroe Kelsay of JKC&Associates(Mr.Goza's surveyor)to provide legal descriptions of the various properties. Mr.Kelsay and I have discussed this situation and,if memory serves correct,he or someone spoke with Mr.Mitchell concerning Unrestricted Reserve C and was told that Mr. Mitchell would sign a deed to the city correct the omission. Please let me know once you have had a chance to look through these materials and we can discuss the matter further. Thank you,as always, for your courtesies. V you G g r Crinion Attachments Galveston Central Appraisal District 1 I,, ry A.,,,./ \ .3 - \ \ ,, \ ... / ..:„ ., 0 ,,,,, \ 2 . 44;•• 4,4\ *AA, #04 vi 0, , ' .. ,.....%., 1 LAURENCE' INE ••• • 4 c SG ass _. 1111‘ N '' 12110 eNt , 0li. itWEE a`Q '�. 0. W#• , �� ti.� ` SCALE t•.�, 46.1... 4010, �'eg Sep 25,2007 2an.000 ., ltt it 4W ,_►,, ,, ' !'�, , �'¢j' •12.41=4.' q 4/4"P 444r 4114*MO ri at?411,14479+ ..:4 t/t W 4474447410 #4,...4. ''### * 441t\t, ir 4. NDSWOOD LAKES tio.liw t+11 . ti g ',t 4 40 I P '0 itit741217f*s 1400ONNV"- Olippr Tk C.T . , o _- -[TV 5 4� 4 4. UNpEC SUB• 4.4 \Ist!' d� l'Irt# �� I ,01fri lir • 40/ uMIN Yr --..4 44 4 0 4 114 pip, 400 4 .-. BUROEBBv \ .......... lia DIY / , 4%.;o.DLkE.iR$ �,27 0 044 ,,� ,. ,ti #.44 #04tAlp Pr int ‘. ,,,' Taa.c-r 4 V+4 PI r44 I I I.5 1 VA I V\fr# ,FA.A;„. APit 0 44;7\„, ' ia.*: „ ' 'v4t# "-A Bi7 *A F A E i (4.1: . „ -v . , 17 —Va"c--rs t,3 4ND L(• oW.�ia r y CL-r1 PAGE 139-D T 'o-r 2 OW1-=A 6'y M.-GH F-1LTGM[LL TMcT S Ow- 6r' FC,c.+or 3e.o L,A Yc.ic5 Hors FcA3 IF r.c..T3 mil_ (1c5.L...-r.,..4 R 2.661—24. S 09/10/2007 2785 **Councilmember Peden moved to approve ratifying and confirming Resolution R2007-28,a Resolution of the City of Friendswood supporting the recommended Alternate Route 1 for the location of Brittany Bay Boulevard in the City of Friendswood from the League City, city limits to the intersection with FM 528. Seconded by Councilmember Reid. The motion was approved 6-0. Councilmember Peden stated this item is just to ratify what Council approved at the last meeting. Councilmember Ewing stated she looked at the environmental report before the last meeting,one of the things Les McMahen talked about is if there are wetlands they will go back and check on that before they start building, Mr. McMahen confirmed that they would go back and look. **Councilmember LeCour moved to approve and authorize the Mayor to execute sublease agreements with Sprint-Nextel and T-Mobile as co-locators on the communications tower at the new Public Safety Building. Seconded by Councilmember Hill. The motion was approved 6-0. RESOLUTIONS **Councilmember Peden moved to approve Resolution R2007-27-A Resolution of the City of Friendswood, Texas, requesting that the Texas Department of Transportation (TxDOT) upgrade the proposed span wire- mounted emergency traffic signal at FM 528 and Whitaker Drive to a mast arm-mounted emergency traffic signal, and expressing the City's commitment to fund the difference in cost,said cost to be determined by bids received by TxDOT for the project, and providing for other matters relating to the subject. Seconded by Councilmember Ewing. The motion was approved 4-2 with Councilmembers LeCour & Hill opposed. **Councilmember Reid moved to approve Resolution R2007-29-A Resolution of the City Council of the City of Friendswood,Texas,authorizing the Mayor to act as the City's representative in accepting eligible grant funds under the Texas Department of Transportation Traffic Safety Program Step Speed Grant for Fiscal Year 2008 ("grant"); and authorizing the acceptance of such grant funding. Seconded by Councilmember Peden. The motion was approved 6-0. **Councilmember Hill moved to approve Resolution R2007-30-A Resolution of the City Council of the City of Friendswood,Texas,authorizing the Mayor to sign and execute all contract amendments with American Tower Corporation,the corporation awarded a contract to building a radio communication tower at the Public Safety Building. Seconded by Councilmember Reid. ***Councilmember Ewing made a motion to amend the motion authorizing Mayor to approve subleases by users of the radio communications tower at the City's Public Safety Building. Seconded by Councilmember Peden. The motion was approved 6-0. ****The main motion, as amended, was approved 6-0. **Councilmember LeCour moved to approve Resolution R2007-31 -A Resolution of the City Council of the City of Friendswood, Texas, authorizing the Mayor to execute, and the City Secretary to attest, respectively, earnest money contracts for the purchase of properties necessary to construct a portion of Brittany Bay Boulevard within Friendswood Lakes Subdivision, and to connect to such boulevard certain streets adjacent thereto. Seconded by Councilmember Peden. The motion was approved 6-0. RESOLUTION NO. R2007-31 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD,TEXAS,AUTHORIZING THE MAYOR TO EXECUTE, AND THE CITY SECRETARY TO ATTEST, RESPECTIVELY, EARNEST MONEY CONTRACTS FOR THE PURCHASE OF PROPERTIES NECESSARY TO CONSTRUCT A PORTION OF BRITTANY BAY BOULEVARD WITHIN FRIENDSWOOD LAKES SUBDIVISION, AND TO CONNECT TO SUCH BOULEVARD CERTAIN STREETS ADJACENT THERETO. * * * * * BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, TEXAS: Section 1. That the Mayor and City Secretary be, and they are hereby, authorized and directed to execute and attest, respectively, two earnest money contracts, one such contract being by and between the City and , and the other such contract being by and between the City and . A copy of such contracts are attached hereto as Exhibits"A"and"B" and each are made a part hereof for all purposes. PASSED,APPROVED AND RESOLVED on this loth day of September, 2007. David J. H. Smith Mayor ATTEST: Deloris McKenzie, TRMC City Secretary LV/ V0( LVV/ 11V11 LL: Li rt1A IJVVL/VVL OLSON & OLSON L.L.P. ATTORNEYS AT LAW WOR'I'HAM TOWER, SUITE 600 2727 ALLEN PARKWAY HovsroN,TEXAS 77019 October 8, 2007 Mr. J. Robert Fisher VIA MESSENGER Winstead PC 1100 JPMorgan Chase Tower 600 Travis Street Houston, Texas 77002 Re: (1) Real Property Earnest Money and Infrastructure Capacity Purchase Contract By and Between the City of Friendswood, Texas, and Friendswood Lakes, Inc.; and (2) Real Property Earnest Money and Infrastructure Capacity Purchase Contract By and Between the City of Friendswood, Texas, and Eagle Creek Investments, Ltd. Dear Mr. Fisher: Enclosed are two (2) original copies of each of the above-referenced Contracts for execution by Friendswood Lakes, Inc. and Eagle Creek Investments, Ltd. Please have all four (4) originals executed by the appropriate officers and then return both sets of originals to the undersigned at your earliest convenience. After execution by the City, one (1) copy of each original Contract will be returned to you for your files. We appreciate your assistance in this matter and, if you have any questions, please contact John Olson or me at the number referenced below. Very truly yours, OLSON & OLSON, L.L.P. oren B. Smith LBS:bkc Enclosures cc: City of Friendswood— VIA FACSIMILIE TELEPHONE' (713) 533-3800 FACSIMILE (713) 533-3888 www.01soNOLsoN.com I V Ui e.0 V I izvi. ii. C.J. lean :VVL/UU6 j (N` OCT 2007 ....A.OLSON & OLSON, L.L.P. RECEIVEDv' ATTORNEYS AT LAW GM OF FR1F DSV100a WoR'rIIAM TOWER,SUITE:600 ,q 2 2727 ALLEN PARKWAY HOUSTON,TEXAS 77019 Telephone: 713-533-3800 Facsimile: 713-533-3888 FACSIMILE COVER SHEET DATE: October 8, 2007 TO: Deloris McKenzie City Secretary City of Friendswood FAX# Coded FROM: Brenda Cupples FOR: Loren Smith NO. OF PAGES: 2 (hzcluding Cover Sheet) Re: Transmittal Letter—Friendswood Lakes Contracts CONFIDENTIALITY NOTICE The documents accompanying this facsimile transmission may contain corfdential information, ►vhich is legally privileged. The information is intended to be revie►ved initially by only the individuals named above. If you have received this facsimile in error,please immediately not'this office by telephone to arrange for the return of the original documents to us at our expense. You are hereby notified that any disclosure, copying, distribution or the taking of any action in reliance on the contents of this facsimile is strictly prohibited. TRACT II beserlition ofa 0.36 acre tree!elltiod Situated in the Mary Pabreatx.Survey,Abstracr.NO..60, Galviklion County;Texas;said 0.36.acre:tract otlawl being out of and a part of Reserve"r located in Frienthsweed 1 rices Section 1.sribdivision.as recorded ar Volume 18,Map No. 176 of the Ma R.erA'irds rifbalvesion County,Tex said 0.36 acre tract:cif land brigutore partieularly deScribed by metes anti hounds as:follows: NOTE:Bearing basis for rhis:description is the:Southerly line ofsaid Etiendswood Lakes,. Seetion 1 subdivision;sald Southerly lineheing:S 45°00'00"E. BEGINNINf'.1 at the Northerly corner of this.description and also being the Easterly comer of Reserve"C"of said Friendswood Lakes.$e:tion 1:.saidPoint also being:in tbeNertherly line of said Reserve"1". .. T.H.ENC.II S 5.1427.'34"E with the Northeasterly line of this description and aorois said ReServe "1"u distana of 158.87.feet the ter teintet of this descriptor!and Fits()tieing inthp Southerly line ofsaid Reserve"I";said pOillt thobeginning oa nott-hingent curve to the left,concave.Southey: rrlIENCE in a Weitterly-direction with the Sonthersterly line of thistescription,die Southerly lino of said Reserve."1"and said:non4angent curve to the left having a central angle of 5°56'47", a radius of...1.8.0.00 feet,an are length.ef 18.68.feet and a chord bearing and distance of S 68°5118,W,113.67 rot.:to the tad of this curve. THENCE S 6081'12"W with the Southeasterly line of this description and the Southerly tine of said Reserve"1"a distance ef 94.56 feet to the Southerly corner of this description, THENCE N 51"27'34"N'4"With theSouthwesierly line of ails description and across said Reserve"e a distance of 15815 feet to the Westerly corner of this description and also being the Southeriy corner of:said Reseive"C":said point being mute Nurtherlylints cif-said Reserve:"r and also being the,beginning of a con,taagent curve in the right,concave Northerly. tHENCE.in a EaSierly dirmtion with.the Northwesterly fine of this deseription.the Northerly line of.suid.Reserve."I'',the Southerly liras of said.Reserve"C"and said non-tangent curve to the 601 havinga central angle of 3'27'32",a radius of 180.00 feet,an arc length of 10.87.feet and a cliord bearing and distance of N.67443'55"E.10:86 feet tothe cud of this curve. TIIENCE N 66'0012"E With the.Northwesterly'line of this description,the Northerly line of said Resorve."1"and the Southerly line of said Reserve"C"a distance.or 102.01 feet to the RE.ACE 01 .BEGINNINC;containing within Said het:11104dt*a taitulated area of 0.36 acres (15,7.84.90 sq41.)of land. : •t Alamo Title Company 1331 Gemini, #250 Houston, TX 77058 (281) 488-3950• FAX (281) 488-3958 DATE: November 8, 2007 TIME: 14:17:33 GF #: 07-4231 1884-23-G H ESCROW OFFICER: Glennie Hefner CLOSING DATE: November 9, 2007 BUYER FINAL CLOSING STATEMENT SELLER(S): Eagle Creek Investments, Ltd. BUYER(S): City of Friendswood, Texas PROPERTY: Reserve H, Friendswood Lakes, #2, Friendswood, TX 77546 $ DEBITS $ CREDITS FINANCIAL: Total Consideration 50,000.00 Deposit - City of Friendswood 500.00 TITLE CHARGES: Single Issue for 50,000.00 503.00 State of Texas Guaranty Fee (Owners) 1.00 ESCROW CHARGES Settlement or Closing Fee 100.00 BALANCE DUE ESCROW $ 50,104.00 TOTALS $ 50,604.00 $ . 50,604.00 City of Friendswood, Texas C B • David J.H. Smith, ayor SAVE THIS STATEMENT FOR INCOME TAX PURPOSES (CLSSTMT.WPD)(1 1-05) WAIVER OF INSPECTION Seller(s): Dated: November 8, 2007 • Eagle Creek Investments, Ltd. GF #: 07-42311884-23-GH Buyer(s): Property Address: City of Friendswood, Texas Reserve H, Friendswood Lakes, #2, Friendswood, TX 77546 In consideration of the issuance of the policy or policies of title insurance in connection with the above captioned transaction the undersigned hereby waive inspection by you of such property and accept your policy subject to "rights of parties in possession," and those under whom they hold, such possession to include any open acts or visible signs of occupancy, and any visible and apparent roadway or easement over or across the subject property, if the occupancy, possession, or use affects the premises upon which you have issued such policy, and take it upon ourselves to inspect such premises and to obtain possession thereof from the present occupants. Eagle Creek Investments, Ltd. City of Friendswood, Texas BY: Friendswood Lakes, Inc., its general partner By: By:� William F. Mitchell, President Dav J.H. Smith, Mayor Waiver of Inspection(txwaiver.wpf) Alamo Title Company 1331 Gemini, #250 Houston, TX 77058 (281) 488-3950• FAX (281) 488-3958 Date: November 8, 2007 GF #: 07-423 1 1 884-23-GH Property Address: Reserve H, Friendswood Lakes, #2, Friendswood, TX 77546 Alamo Title Company 1331 Gemini, #250 Houston, TX 77058 TAX AGREEMENT We, the undersigned, hereby acknowledge that the tax prorations on the above captioned file were based on the most accurate information available at the time of closing. The Seller(s) acknowledge that they are responsible for all taxes prior to the date of closing. Should it develop at a later date that taxes, other than those collected, are due for prior years, Seller(s) agree to make full settlement to Alamo Title Company, upon notification. Purchaser recognizes their responsibility for current year taxes. Further, purchaser agrees to contact all taxing authorities to notify them of the change in ownership of subject property to assure proper receipt of future tax notice. The Appraisal District assesses property values for the current year as of the beginning of the year. Seller(s) assume no responsibility for the assessed value for the current year. It is the purchaser(s) responsibility, should they so desire, to protest such assessed value if the allowed time for such protests have not expired. It is hereby agreed between the parties that should the actual taxes for the current year differ, all adjustments will be handled directly between the Seller(s) and Purchaser(s). By the execution hereof, Buyer(s) and Seller(s) acknowledge that: (i) the tax information obtained by Alamo Title Company was procured only for the benefit of Alamo Title Company and only for the purpose of determining the insurability of the property, (ii) that no party other then Alamo Title Company is entitled to rely on such information, and (iii) that the tax information and prorations have ben provided to the Buyer(s), Seller(s), and Lender(s) as a courtesy only. Buyer and Seller hereby release Alamo Title Company from all liability and claims for damages resulting from proration of taxes in this transaction. Tax Agreement(txtaxagr.wpfl(1/00) Cate: November 8, 2007 Page 2 Escrow No: 07-42311884-23-G H We agree that Alamo Title Company shall not be held responsible for such tax prorations in any event. Seller(s): Eagle Creek Investments, Ltd. BY: Friendswood Lakes, Inc., its general partner By: William F. Mitchell, President Purchaser(s): City of Friendswood, Texas B�— David J.H. Smith, Mayor Tax Agreement(txtaxagr.wpf)(1/00) r -"U . Alamo Title Company 1331 Gemini,#250 Houston,TX 77058 (281)488-3950• FAX(281)488-3958 DATE: November 8, 2007 TIME: 15:26:28 GF#: 07-423 1 1 884-23-GH ESCROW OFFICER: Glennie Hefner CLOSING DATE: November 9, 2007 SELLER FINAL CLOSING STATEMENT SELLER'S): Eagle Creek Investments, Ltd. BUYER'S): City of Friendswood, Texas PROPERTY: Reserve H, Friendswood Lakes, #2, Friendswood, TX 77546 S DEBITS $ CREDITS FINANCIAL: Total Consideration 50,000.00 NET PROCEEDS DUE SELLER S 50,000.00 TOTALS $ 50,000.00 S 50,000.00 Eagle Creek Investments, Ltd. BY: Friendswood Lakes, Inc., its general partner By: William F. Mitchell, President SAVE THIS STATEMENT FOR INCOME TAX PURPOSES (CLSSTMT.WPD)(11-05) • Alamo Title Company 1331 Gemini,#250 Houston,TX 77058 (281)488-3950• FAX(281)488-3958 DATE: November 8, 2007 TIME: 14:17:33 GF#: 07-42311884-23-GH ESCROW OFFICER: Glennie Hefner CLOSING DATE: November 9, 2007 BUYER FINAL CLOSING STATEMENT SELLER(S): Eagle Creek Investments, Ltd. BUYER(S): City of Friendswood, Texas PROPERTY: Reserve H, Friendswood Lakes, #2, Friendswood, TX 77546 $ DEBITS $ CREDITS FINANCIAL: Total Consideration 50,000.00 Deposit-City of Friendswood 500.00 TITLE CHARGES: Single Issue for 50,000.00 503.00 State of Texas Guaranty Fee (Owners) 1.00 ESCROW CHARGES Settlement or Closing Fee 100.00 BALANCE DUE ESCROW $ 50,104.00 TOTALS $ 50,604.00 $ 50,604.00 City of Friendswood, Texas B David J.H. Smith, ayor SAVE THIS STATEMENT FOR INCOME TAX PURPOSES •` 1 (CLSSTMT.WPD)(1 1-05) GF No. 07-423 1 1 884 Policy No. 27-34-93-57409 krm TEXAS RESIDENTIAL OWNER POLICY OF TITLE INSURANCE ONE-TO-FOUR FAMILY RESIDENCES OWNERS INFORMATION SHEET Your Title Insurance Policy is a legal contract between you and Alamo Su Poliza de Seguro de Titulo es un contrato legal entre usted y Title Insurance. This policy is not an opinion or report of your title. It is Alamo Title Insurance. Esta poliza no es una opinion o reporte en a contract of indemnity, meaning a promise to pay you or to take other relacion a su titulo de propiedad. Es un contrato de indemnificacion, action if you have a loss resulting from a covered title risk. esto es,la promesa de reembolsarle o de tomar cualquier otro tipo de accion si usted sufre una perdida como resultado de cualquier riesgo It applies only to an improved one-to-four family residential property or cubierto por la poliza. condominium unit. If your land is not either of these, contact us immediately. Esta forma de poliza ha sido designada para ser utilizada exclusivamente en los casos de propiedades en las cuales hay construidas viviendas para no mas de cuatro familias o en los casos de unidades en condominios. Si su propiedad no es ninguna de las anteriores, por favor, notifiquenos inmediatamente. We insure you against certain risks to your land title. We list these risks on page 1 . The following limit your coverage: - Exclusions on page 4. - Exceptions on Schedule B. - Conditions on page 4. You should keep the policy even if you transfer the title to your land. If you want to make a claim, see Section 3 under Conditions on page 4. You do not owe any more premiums for the Policy. This sheet is not your insurance Policy. It is only a brief outline of some of the important Policy features. The Policy explains in detail your rights and obligations and our rights and obligations. The Policy - and not this sheet - is the legal document. YOU SHOULD READ THE POLICY VERY CAREFULLY. THE TOLL FREE NUMBER OF Alamo Title Insurance IS 1-888-310-2316. YOU MAY CALL THIS NUMBER TO DISCUSS THIS POLICY OR TO MAKE A COMPLAINT. YOU MAY WRITE Alamo Title Insurance AT THE ADDRESS IN SECTION 3 UNDER CONDITIONS ON PAGE 4. FORM T-1 R: Texas Residential Owner Policy of Title Insurance EXCLUSIONS FROM COVERAGE the following matters are expressly excluded from the coverage of this Policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses vhich arise by reason of: . (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to: (i)the occupancy, use, or enjoyment of the land; (ii)the character, dimensions or location of any improvement now or hereafter erected on the land; (iii)a separation in ownership or the change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. ?. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking that has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this Policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy; (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the estate or interest insured by this Policy. I. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of unmarketability of the title. i. Any claim which arises out of the transaction vesting in the person named in paragraph 3 of Schedule A the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or other state or federal creditors'rights laws that is based on either: (i)the transaction creating the estate or interest insured by this Policy being deemed a fraudulent conveyance or fraudulent transfer or a voidable distribution or voidable dividend; (ii) the subordination or recharacterization of the estate or interest insured by this Policy as a result of the application of the doctrine of equitable subordination; or (iii) the transaction creating the estate or interest insured by this Policy being deemed a preferential transfer except where the preferential transfer results from the failure of the Company or its issuing agent to timely file for record the instrument of transfer to the Insured after delivery or the failure of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. CONDITIONS AND STIPULATIONS I. DEFINITION OF TERMS, "he following terms when used in this Policy mean: a) "insured": the Insured named in Schedule A, and subject to any rights or defenses the Company would have had against the named Insured, those who succeed to the interest of the named Insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate, partnership or fiduciary successors, and specifically, without limitation, the following: (i) the successors in interest to a corporation, limited liability company or limited liability partnership resulting from merger or consolidation or conversion or the distribution of the assets of the corporation, limited liability company or limited liability partnership upon partial or complete liquidation; (ii) the successors in interest to a general or limited partnership or limited liability company or limited liability partnership which dissolves but does not terminate; (iii) the successors in interest to a general or limited partnership resulting from the distribution of the assets of the general or limited partnership upon partial or complete liquidation; (iv) the successors in interest to a joint venture resulting from the distribution of the assets of the joint venture upon partial or complete liquidation; (v) the successor or substitute trustee(s) of a trustee named in a written trust instrument; or (vi) the successors in interest to a trustee or trust resulting from the distribution of all or part of the assets of the trust to the beneficiaries thereof. b) "insured claimant": an Insured claiming loss or damage. c) "knowledge" or "known": actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the public records as defined in this Policy or any other records which.impart constructive notice of matters affecting the land. d) "land": the land described or referred to in Schedule A,and improvements affixed thereto that by law constitute real property. The term"land"does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this Policy. e) "mortgage": mortgage, deed of trust, trust deed, or other security instrument. f) "public records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section 1(a)(iv) of the Exclusions From Coverage, "public records" also shall include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. g) "access": legal right of access to the land and not the physical condition of access. The coverage provided as to access does not assure the adequacy of access for the use intended. . CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE, The coverage of this Policy shall continue in force as of Date of Policy in favor of an Insured only so long as the Insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the Insured,or only so long as the Insured shall have liability by reason of covenants of warranty made by the Insured in any transfer or conveyance of the estate or interest. This Policy shall not continue in force in favor of any purchaser from the Insured of either: (i)an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to the Insured. I. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT, The Insured shall notify the Company promptly in writing: (i)in case of any litigation as set forth in Section 4(a)below, or(ii)in case knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the title to the estate or interest, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this Policy. If prompt notice shall not be given to the Company,then as to the Insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however,that failure to notify the Company shall in no case prejudice the rights of any Insured under this Policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. When, after the date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in title to the estate or interest in the land insured by this Policy that is not excluded or excepted from the coverage of this Policy,the Company shall promptly investigate the charge to determine whether the lien,encumbrance,adverse claim or defect is valid and not barred by law or statute.The Company shall notify the Insured in writing, within a reasonable time,of its determination as to the validity or invalidity of the Insured's claim or charge under the Policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this Policy, or was otherwise addressed in the closing of the transaction in connection with which this Policy was issued, the Company shall specifically advise the Insured of the reasons of its determination. If the Company concludes that the lien, encumbrance,adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim, or defect from the title to the estate as insured; (ii) indemnify the Insured as provided in this Policy; (iii) upon payment of appropriate premium and charges therefor, issue to the Insured Claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the land insured by this Policy,a Policy of Title Insurance without exception for the lien,encumbrance, adverse claim or defect,said Policy to be in an amount equal to the current value of the property or,if a Mortgagee Policy,the amount of the loan;(iv)indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of(i)through (v) herein. DEFENSE AND PROSECUTION OF ACTIONS:DUTY OF INSURED CLAIMANT TO COOPERATE, (a) Upon written request by the Insured and subject to the options contained in Section 6 of these Conditions and Stipulations,the Company,at its own cost and without unreasonable delay, shall provide for the defense of an Insured irr litigation in which any third party asserts a claim adverse to the title or interest as insured,but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter insured against by this Policy. The IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: Para obtener informacion o para someter una queja: You may call Alamo Title Insurance's toll-free Usted puede Ilamar al numero de telefono gratis telephone number for information or to make a de Seguros de Titulo de Alamo para informacion complaint at: o para someter una queja al: 1-800-292-5320 or 1-800-292-5320 or 1-800-654-7041 1-800-654-7041 You may also write to Alamo Title Insurance at: Usted tambien puede escribir a Seguros de TItulo de Alamo 10010 San Pedro, Suite 630 10010 San Pedro, Suite 630 San Antonio, Texas 78216 San Antonio, Texas 78216 You may contact the Texas Department of Puede comunicarse con el Departamento de Insurance to obtain information on companies, Seguros de Texas para obtener informacion coverages, rights or complaints at: acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 1-800-252-3439 You may write the Texas Department of Puede escribir al Departamento de Seguros de Insurance: Texas: P.O. Box 149104 P.O. Box 149104 Austin, TX 78714-9104 Austin, TX 78714-9104 Fax: (512) 475-1771 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us PREMIUM OR CLAIM DISPUTES: DISPUTAS SOBRE PRIMAS 0 RECLAMOS: Should you have a dispute concerning your Si tiene una disputa concerniente a su prima o premium or about a claim you should contact a un reclamo, debe comunicarse con el la the company first. If the dispute is not resolved, compania primero. Si no se resuelve la disputa, you may contact the Texas Department of puede entonces comunicarse con el Insurance. departamento (TDI). ATTACH THIS NOTICE TO YOUR POLICY: UNA ESTE AVISO A SU POLIZA: Este aviso es This notice is for information only and does not solo para proposito de informacion y no se become a part or condition of the attached convierte en parte o condicion del documento document. adjunto. Texas Form B-0023-07 Important Notice ' • Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause)to represent the Insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees,costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this Policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the title to the estate or interest as insured,or to prevent or reduce loss or damage to the Insured.The Company may take any appropriate action under the terms of this Policy,whether or not it shall be liable hereunder,and shall not thereby concede liability or waive any provision of this Policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this Policy,the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion,to appeal from any adverse judgment or order. (d) In all cases where this Policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the Insured shall secure to the Company.the right to so prosecute or provide defense in the action or proceeding, and all appeals therein,and permit the Company to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid: (i)in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement,and(ii)in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the Policy Shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation,with regard to the matter or matters requiring such cooperation. 5. PROOF OF LOSS OR DAMAGE, In addition to and after the notices required.under Section 3 of these Conditions and Stipulations have been provided the Company,a proof of loss or damage signed and sworn to by the Insured Claimant shall be furnished to the Company within 91 days after the Insured Claimant shall ascertain the facts giving rise to the loss or damage.The proof of loss or damage shall describe the defect in,or lien or encumbrance on the title,or other matter insured against by this Policy that constitutes the basis of loss or damage and shall state,to the extent possible,the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the Insured Claimant to provide the required proof of loss or damage,the Company's obligations to the Insured under the Policy shall terminate, including any liability or obligation to defend, prosecute,or continue any litigation,with regard to the matter or matters requiring such proof of loss or damage. In addition, the Insured Claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized represetative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage.All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this paragraph shall terminate any liability of the Company under this Policy as to that claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS:TERMINATION OF LIABILITY, In case of a claim under this Policy,the Company shall have the following additional options: (a) To pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this Policy,together with any costs, attorneys'fees and expenses incurred by the Insured Claimant,which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option,all liability and obligations to the Insured under this Policy, other than to make the payment required,shall terminate,including any liability or obligation to defend,prosecute,or continue any litigation,and the Policy shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this Policy,together with any costs,attorneys'fees and expenses incurred by the Insured Claimant,which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this Policy,together with any costs, attorneys'fees and expenses incurred by the Insured Claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs (b)(i)or (ii), the Company's obligations to the Insured under this Policy for the claimed loss or damage,other than the payments required to be made,shall terminate,including any liability or obligation to defend,prosecute or continue any litigation. 7. DETERMINATION.EXTENT OF LIABILITY AND COINSURANCE, This Policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this Policy and only to the extent herein described. (a) The liability of the Company under this Policy shall not exceed the least of: (i) the Amount of Insurance stated in Schedule A; (ii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance insured against by this Policy at the date the Insured Claimant is required to furnish to Company a proof of loss or damage in accordance with Section 5 of these Conditions and Stipulations. (b) In the event the Amount of Insurance stated in Schedule A at the Date of Policy is less than 80 percent of the value of the insured estate or interest or the full consideration paid for the land,whichever is less, or if subsequent to the Date of Policy an improvement is erected on the land which increases the value of the insured estate or interest by at least 20 percent over the Amount of Insurance stated in Schedule A, then this Policy is subject to the following: (i) where no subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that the Amount of Insurance at Date of Policy bears to the total value of the insured estate or interest at Date of Policy,or (ii) where a subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance stated in Schedule A bears to the sum of the Amount of Insurance stated in Schedule A and the amount expended for the improvement. The provisions of this paragraph shall not apply to costs, attorneys'fees and expenses for which the Company is liable under this Policy,and shall only apply to that portion of any loss which exceeds, in the aggregate, 10 percent of the Amount of Insurance stated in Schedule A. (c) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. 8. APPORTIONMENT, If the land described in Schedule A consists of two or more parcels that are not used as a single site, and a loss is established affecting one or more of the parcels but not all, the loss shall be computed and settled on a pro rata basis as if the Amount of Insurance under this Policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole,exclusive of any improvements made subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the Insured at the time of the issuance of this Policy and shown by an express statement or by an endorsement attached to this•Policy. 9. LIMITATION OF LIABILTY, (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, all as insured, or takes action in accordance with Section 3 or Section 6, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation,including litigation by the Company or with the Company's consent,the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any Insured for liability voluntarily assumed by the Insured in setting any claim or suit without the prior written consent of the Company. 13. REDUCTION OF INSURANCE:REDUCTION OR TERMINATION OF LIABILITY, All payments under this Policy, except payments made for costs, attorneys' fees and expenses, shall reduce the amount of the insurance pro tanto. 11. LIABILITY NONCUMULATIVE, It is expressly understood that the Amount of Insurance under this Policy shall be reduced by any amount the Company may pay under any Policy insuring a mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed or taken subject, or which is hereafter executed by an Insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this Policy to the insured owner. 12. PAYMENT OF LOSS, (a) No payment shall be made without producing this Policy for endorsement of the payment unless the Policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT, (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this Policy,all right of subrogation shall vest in the Company unaffected by any act of the Insured Claimant. The Company shall be subrogated to and be entitled to all rights and remedies that the Insured Claimant would have had against any person or property in respect to 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 property necessary in order to perfect this right of subrogation. The Insured Claimant shall permit the Company to sue,compromise or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights or remedies. 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 proportion that the Company's payment bears to the whole amount of the loss. If loss should result from any act of the Insured Claimant,as stated above,that act shall not void this Policy, but the Company, in that event,shall be required to pay 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 Company's right of subrogation. (b) The Company's Rights Against Non-Insured Obligors. 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, 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. 14. ARBITRATION, Unless prohibited by applicable law or unless this arbitration section is deleted by specific provision in Schedule B of this Policy, either the Company or the Insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this Policy, and service of the Company in connection with its issuance or the breach of a Policy provision or other obligation.All arbitrable matters when the Amount of Insurance is $1,000,000 or less SHALL BE arbitrated at the request of either the Company or the Insured, unless the Insured is an individual person(as distinguished from a corporation, trust, partnership, association or other legal entity). 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 pursuant to the Policy and under the Rules in effect on the date the demand for arbitration is made,or at the option of the Insured,the Rules in effect at the Date of Policy shall be binding upon the parties. The award may include attorneys'fees only if the laws of the state in which the land is located permit a court to award attorneys'fees to a prevailing party. Judgment upon the award rendered by Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to any arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15. LIABILITY LIMITED TO THIS POLICY: POLICY ENTIRE CONTRACT, (a) This Policy together with all endorsements, if any, attached hereto by the Company is the entire Policy and contract between the Insured and the Company. In interpreting any provision of this Policy, this Policy shall be construed as a whole. (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 any action asserting such claim shall be restricted to this Policy. (c) No amendment of or endorsement to this Policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary or validating officer or authorized signatory of the Company. 16. SEVERABILITY, In the event any provision of the Policy is held invalid or unenforceable under applicable law,the Policy shall be deemed not to include that provision and all other provisions shall remain in full force and effect. 17. NOTICES WHERE SENT, All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this Policy and shall be addressed to the Company at 1945 Walnut Hill Lane, Irving, TX 75038. COMPLAINT NOTICE, Should any dispute arise about your premium or about a claim that you have filed, contact the agent or write to the Company that issued the Policy. If the problem is not resolved, you also may write the Texas Department of Insurance, P.O. Box 149091, Austin, TX 78714- 9091, Fax No. (512) 475-1771. This notice of complaint procedure is for information only and does not become a part or condition of this Policy. GJ R " i. O V C.) 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