HomeMy WebLinkAboutSportspark - Warranty Deed - Southwest Sunsports, Inc. - 2910 W PARKWOOD AVE WARRANTY DEED
THE STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF GALVESTON
That SOUTHWEST SUNSPORTS, INC. a Texas Corporation ( "Grant-
or" ) , for and in consideration of the sum of TEN and NO/100THS
($10.00) DOLLARS cash and other good and valuable consideration to
it paid by the CITY OF FRIENDSWOOD ( "Grantee" ) , whose mailing
address is 910 South Friendswood Drive, Friendswood, Texas 77546 ,
the receipt and sufficiency of which are hereby acknowledged and
confessed, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these
presents does GRANT, BARGAIN, SELL and CONVEY, unto the Grantee
the surface estate of that certain tract of land ( "Land" ) together
with any improvements located thereon, located in Galveston County,
Texas, as more particularly described on Exhibit "A" attached
hereto, and incorporated herein for all purposes, together with
all rights and appurtenances appertaining thereto (herein collec-
tively called the "Property" ) .
This conveyance is given and accepted subject to any and all
restrictions, reservations, covenants, conditions, mineral leases,
rights-of-way, easements, if any, relating to the hereinabove
described property, but only to the extent they are still in
effect, shown of record in the hereinabove mentioned County and
State, and to all zoning laws, regulations and ordinances of
municipal and/or other governmental authorities, if any, but only
to the extent that they are still in effect, relating to the
hereinabove described property (herein called the "Permitted
Encumberances" ) .
This conveyance is given and accepted on an AS IS, WHERE IS
basis, without any representation or warranty of any kind except
as expressly stated herein.
TO HAVE AND TO HOLD the Property together with all and
singular the rights and appurtenances thereto in anywise belonging
unto Grantee, its legal representatives, successors , and assigns
forever, and Grantor does hereby bind itself , its legal
representatives, successors, and assigns to WARRANT AND FOREVER
DEFEND all and singular the Property, subject to the Permitted
Encumbrances, unto Grantee, its legal representatives , successors,
and assigns, against every person whomsoever lawfully claiming or
to claim the same or any part thereof.
WITNESS THE EXECUTION HEREOF as of the / / day of December,
1996.
SOUTHWEST SUNSPO S, I -C.
By:
Gary Eades, President h,/?
THE STATE OF TEXAS
COUNTY OF GALVESTON
This instrument was acknowledged before me this M/" day of
December, 1996 , by Gary Eades, President of Southwest Sunsports,
Inc. a Texas Corporation, on behalf of said corp ration.
Notary Pu c in and for
the Stat f TEXAS
,c;;;;"�.� MELODY GERLAND
� ,'.4. NOTARY PUBLIC
'' `',-_ lv State of Texas
Comm. Exp.04-21-97
EXHIBIT "A"
All that certain 27.1175 acres out of Beatty, Seale and Norwood Survey,
Section 5, Abstract 625 and out of the I. & G. N. R.R. Co. Survey, Section
22, Abstract 616 and being a portion of Tracts 1 and 2 as described in a
deed dated 1-15-1990 from Let's Play Ball, Inc. to Southwest Sunsport, Inc.
as filed in Official Records of Real Property of Galveston County at Clerk's
File No. 9001972 Film Code No. 006-80-1806 and being more particularly
described by metes and bounds description as follows;
Commencing at a call and found 5/8" iron rod marking the southeast corner
of that certain 12.6751 acres tract described in a deed dated 3-24-1992
from Southwest §unsports, Inc. to Timothy Woodliff, et al as filed in Official
Records of Real Property of Galveston County at Clerk's File No. 9211451
Film Code 008-08-1249 and being a point on the westerly right-of-way of
FM 528 (right-of-way varies) as established by that certain right-of-way
deed dated 8-01-1989 from Let's Play Ball, Inc. to the State of Texas filed
in Official Records of Real Property of Galveston County at Clerk's File No.
8925471 Film Code No. 006-56-0587; Thence N 32° 32' 56" E - 450.09'
with the westerly right-of-way line of said FM 528 to a call and found 1/2"
iron rod marking the POINT OF BEGINNING of herein described tract;
Thence the following courses with the said westerly right-of-way line of FM
528 (right-of-way varies);
Thence N 32° 32' 47" E - 174.13' to a call and found brass disc in concrete
for angle point;
Thence N 33° 01' 36" E - 489.86' (deed N 33° 00' 52" E - 489.68') to a
call and found brass disc in concrete for angle point; -
Thence N 32° 03' 01" E - 475.33' (deed N 32° 03' ,51" E - 475.24') to a
call and found brass disc in concrete and said point marks a point on a
curve to the left having a radius of 5,639.58' and a central angle of 00° 55'
12";
Thence with said curve an arc distance of 90.57' and a chord bearing and
distance of N 32° 05' 22" E - 90.57' (deed N 32° 05' 06" E - 90.84') to a
set 5/8" iron rod for corner marking the intersection of the southerly right-
of-way line of Moore Road and the westerly right-of-way line of said FM
528;
Thence N 80° 06' 48" W - 1,573.78'-with the south line of said Moore
Road to a set 5/8" iron rod for corner;
Thence S 00° 03'30" W - 826.41' with the westerly line of said Southwest
Sunsports, Inc. Tract to a call and found 1/2" iron rod for corner;
Thence N 64° 17' 52" E - 327.83' with the northerly line of that certain
tract described in a deed dated 3-24-1992 from Southwest Sunsports, Inc.
to Timothy Woodliff, et al filed in Official Records of Real Property of
Galveston County at Clerk's File No. 9211451 Film Code No. 008-08-1249
to a set 5/8" iron rod for corner;
Thence S 25° 42' 08" E - 390.00' continuing with the northerly line of said
Woodliff Tract to,a set 5/8" iron rod for corner;
Thence S 57° 27' 13" E - 505.00' continuing with the northerly line of said
Woodliff Tract to the POINT OF BEGINNING and containing 27.1175 acres
(1,181,238 square feet) of land more or less.
RELEASE OF LIEN
STATE OF TEXAS
*
COUNTY OF GALVESTON *
•
Gary Eades, Trustee, ( "Lender" ) , the present legal and
equitable owner and holder of that one certain Promissory Note
( "Note" ) in the original principal amount of $70 ,000 . 00 , executed
August 11 , 1989 , by Let's Play Ball , Inc. , payable to the order of
Gary Eades, Trustee, which Note is secured by a Deed of Trust of
even date therewith, recorded under County Clerk's Film Code No.
006-79-0792 in the Official Public Records of Real Property of
Galveston County, Texas ( "Deed of Trust" ) , which Deed of Trust
covers, the property described on Exhibit "A" attached hereto and
incorporated herein for all purposes ( "Property" ) ; for a good and
valuable consideration, paid to Lender, the receipt and sufficiency
of which are hereby acknowledged, hereby RELEASES, and DISCHARGES
the Property from said Lien. j
EXECUTED this / 7 day of ✓ 11/�4i i—f2
Gary Eades, Trustee
STATE OF TEXAS
*
COUNTY OF HARRIS * 7
of agis ins rument was acknowledged before me on the, f day
> , 1996 , by ry Eades, Tru ee.
G
MELODY G UMD Notary Pub in and for
+" NOTARY PUBLIC the State TEXAS
4 0r State of Texas
-.t . Cr,rr:rn. Exp.04-21-97
AFTER RECORDING RETURN TO:
BENTON & DISHONGH
Att: Danny H. Dishongh
One Riverway, Suite 1700
Houston, Texas 77056
STATEWIDE TITLE CO.
AFFIDAVIT AS TO DEBTS AND LIENS
STATE OF TEXAS G. F. # 102646
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day, personally
appeared the undersigned (hereinafter called Affiant whether one or
more) and each on his oath, deposes and says,. as follows:
1. Affiant is the owner of the following described property,
to-wit:
SEE EXHIBIT "A" Attached hereto
2 . Affiant is desirous of selling the above described property
and has requested COMMONWEALTH LAND TITLE INSURANCE COMPANY to
issue a title policy guarantying the title of same to his
purchaser.
3 . In connection with the issuance of such policy Affiant makes
the following statements of facts:
a. That Affiant owes no past due Federal or State taxes and
that there are no delinquent Federal assessments
presently existing against Affiant, and that no Federal
or State liens have been filed against Affiant.
b. That there are no delinquent State, County, City, School
District, Water District or other governmental agency
taxes due or owing against said property and that no tax
suit has been filed by any State, County, Municipal,
Water District or other governmental agency for taxes
levied against said property.
c. All labor and material used in the construction of
improvements or repairs, if any, on the above described
property have been paid for and there are now no unpaid
labor or material claims against the improvements or
repairs, if any, or the property upon which same are
situated, and Affiant hereby declares that all sums of
money due for the erection of improvements or repairs, if
any, have been fully paid and satisfied and there are no
Mechanic's or Materialman's liens against the hereinabove
described property.
AFFIDAVIT AS TO DEBTS AND LIENS PAGE 1 OF 3 GF #
EXHIBIT "A"
AU that certain 27.1175 acres out of Beatty, Seale and Norwood Survey,
Section 5, Abstract 625 and out of the I. & G. N. R.R. Co. Survey, Section
22, Abstract 616 and being a portion of Tracts 1 and 2 as described in a
deed dated 1-15-1990 from Let's Play Ball, Inc. to Southwest Sunsport, Inc.
as filed in Official Records of Real Property of Galveston County at Clerk's
File No. 9001972 Film Code No. 006-80-1806 and being more particularly
described by metes and bounds description as follows;
Commencing at a call and found 5/8" iron rod marking the southeast corner .
of that certain 12.6751 acres tract described in a deed dated 3-24-1992
from Southwest $unsports, Inc. to Timothy Woodliff, et al as filed in Official
Records of Real Property of Galveston County at Clerk's File No. 9211451
Film Code 008-08-1249 and being a point on the westerly right-of-way of
FM 528 (right-of-way varies) as established by that certain right-of-way
deed dated 8-01-1989 from Let's Play Ball, Inc. to the State of Texas filed
in Official Records of Real Property of Galveston County at Clerk's File No.
8925471 Film Code No. 006-56-0587; Thence N 32° 32' 56" E - 450.09'
with the westerly right-of-way line of said FM 528 to a call and found 1/2"
iron rod marking the POINT OF BEGINNING of herein described tract;
Thence the following courses with the said westerly right-of-way line of FM
528 (right-of-way varies);
Thence N 32° 32' 47" E - 174.13' to a call and found brass disc in concrete
for angle point;
Thence N 33° 01' 36" E - 489.86' (deed N 33° 00' 52" E - 489.68') to a
call and found brass disc in concrete for angle point;
Thence N 32° 03' 01" E - 475.33' (deed N 32° 03' .51" E - 475.24') to a
call and found brass disc in concrete and said point marks a point on a
curve to the left having a radius of 5,639.58' and a central angle of 00° 55'
12";
Thence with said curve an arc distance of 90.57' and a chord bearing and
distance of N 32° 05' 22" E - 90.57' (deed N 32° 05' 06" E - 90.84') to a
set 5/8" iron rod for corner marking the intersection of the southerly right-
of-way line of Moore Road and the westerly right-of-way line of said FM
528;
Thence N 80° 06' 48" W - 1,573.78'"with the south line of said Moore
Road to a set 5/8" iron rod for corner;
Thence S 00° 03' .30" W - 826.41' with the westerly line of said Southwest
Sunsports, Inc. Tract to a call and found 1/2" iron rod for corner;
Thence N 64° 17' 52" E - 327.83' with the northerly line of that certain
tract described in a deed dated 3-24-1992 from Southwest Sunsports, Inc.
to Timothy Woodliff, et al filed in Official Records of Real Property of
Galveston County at Clerk's File No. 9211451 Film Code No. 008-08-1249
to a set 5/8" iron rod for corner;
Thence S 25° 42' 08" E - 390.00' continuing with the northerly line of said
Woodliff Tract to,a set 5/8" iron rod for corner;
Thence S 57° 27' 13" E - 505.00' continuing with the northerly line of said
Woodliff Tract to the POINT OF BEGINNING and containing 27.1175 acres
(1,181,238 square feet) of land more or less.
d. That no paving assessment or lien has been filed against
the hereinabove described property, and Affiant owes no
paving charges.
e. That there are no judgment liens filed against Affiant.
f. That there are no suits pending against Affiant in
Federal or State Court.
g. That Affiant knows of no adverse claim to the hereinabove
described property and that so far as Affiant knows there
are no encroachments or boundary conflicts.
h. That there are no outstanding home improvement loans,
recorded or unrecorded, except as follows:
i . That Affiant has not heretofore sold, contracted to sell
or conveyed any part of said property other than in
connection with this sale.
j . No unpaid debts for electric or 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 interest on such property secured by
financing statements, security agreement or otherwise
except the following:
Secured Party Approximate Amount
k. No loans of any kind on such property except the
following:
Creditor Approximate Amount
4 . Affiant recognizes that but for the making of the hereinabove
statements of fact relative to the hereinabove described property
COMMONWEALTH LAND TITLE INSURANCE COMPANY would not issue a title
guaranty policy on said property and that such statements have been
made as a material inducement for the issuance of such policy.
AFFIDAVIT AS TO DEBTS AND LIENS PAGE 2 OF 3 GF #
WITNESS my hand this /7 ' " day of va, 19 ? .
(Se--2)
SOUTHWEST SUNSPORTS, INC. -
By: Gary Eades, President ,�-_/
SWORN TO AND SUBSCRIBED BEFORE ME, by the said (�'- C-�-�z���-0-
at
this the / 7 " day of , 19 g :,,
Nota y Pug,c in and for
�o�'"1 '4� MELODY GERUND County, Texas.
�, ��\� * NOTARY PUBLIC
), ,:.1� State of Texas
'rF ,.Att Comm. Exp.04-21.-97
Forwarding Address of Seller
� � �<3 s
orusor,�/ X. 7707P
Phone (766) 6—c9-3 k(3-
AFFIDAVIT AS TO DEBTS AND LIENS PAGE 3 OF 3 GF #
EXHIBIT "A"
All that certain 27.1175 acres out of Beatty, Seale and Norwood Survey,
Section 5, Abstract 625 and out of the I. & G. N. R.R. Co. Survey, Section
22, Abstract 616 and being a portion of Tracts 1 and 2 as described in a
deed dated 1-15-1990 from Let's Play Ball, Inc. to Southwest•Sunsport, Inc.
as filed in Official Records of Real Property of Galveston County at Clerk's
File No. 9001972 Film Code No. 006-80-1806 and being more particularly
described by metes and bounds description as follows;
Commencing at a call and found 5/8" iron rod marking the southeast corner
of that certain 12.6751 acres tract described in a deed dated 3-24-1992
from Southwest Sunsports, Inc. to Timothy Woodliff, et al as filed in Official
Records of Real Property of Galveston County at Clerk's File No. 9211451
Film Code 008-08-1249 and being a point on the westerly right-of-way of
FM 528 (right-of-way varies) as established by that certain right-of-way
deed dated 8-01-1989 from Let's Play Ball, Inc. to the State of Texas filed
in Official Records of Real Property of Galveston County at Clerk's File No.
8925471 Film Code No. 006-56-0587; Thence N 32° 32' 56" E - 450.09'
with the westerly right-of-way line of said FM 528 to a call and found 1/2"
iron rod marking the POINT OF BEGINNING of herein described tract;
Thence the following courses with the said westerly right-of-way line of FM
528 (right-of-way varies);
Thence N 32° 32' 47" E - 174.13' to a call and found brass disc in concrete
for angle point;
Thence N 33° 01' 36" E - 489.86' (deed N 33° 00' 52" E - 489.68') to a
call and found brass disc in concrete for angle point;
Thence N 32° 03' 01" E - 475.33' (deed N 32° 03' .51" E - 475.24') to a
call and found brass disc in concrete and said point marks a point on a
curve to the left having a radius of 5,639.58' and a central angle of 00° 55'
12";
Thence with said curve an arc distance of 90.57' and a chord bearing and
distance of N 32° 05' 22" E - 90.57' (deed N 32° 05' 06" E - 90.84') to a
set 5/8" iron rod for corner marking the intersection of the southerly right-
of-way line of Moore Road and the westerly right-of-way line of said FM
528;
Thence N 80° 06' 48" W - 1,573.78'"with the south line of said Moore
Road to a set 5/8" iron rod for corner;
Thence S 00° 03'30" W - 826.41' with the westerly line of said Southwest
Sunsports, Inc. Tract to a call and found 1/2" iron rod for corner;
Thence N 64° 17' 52" E - 327.83' with the northerly line of that certain
tract described in a deed dated 3-24-1992 from Southwest Sunsports, Inc.
to Timothy Woodliff, et al filed in Official Records of Real Property of
Galveston County at Clerk's File No. 9211451 Film Code No. 008-08-1249
to a set 5/8" iron rod for corner;
Thence S 25° 42' 08" E - 390.00' continuing with the northerly line of said
Woodliff Tract to,a set 5/8" iron rod for corner;
Thence S 57° 27' 13" E - 505.00' continuing with the northerly line of said
Woodliff Tract to the POINT OF BEGINNING and containing 27.1175 acres
(1,181,238 square feet) of land more or less.
BILL OF SALE AND ASSIGNMENT
THIS BILL OF SALE AND ASSIGNMENT is made and entered into this
/ ay of December, 1996, by and between SOUTHWEST SUNSPORTS,
INC. , ( "Seller" ) , and the CITY OF FRIENDSWOOD ( "Buyer" ) .
WHEREAS, Seller is conveying to Buyer the real property and
the improvements thereon located at 2910 West Parkwood,
Friendswood, Galveston, County Texas, as more particularly
described on Exhibit "A" attached hereto ( "Real Property" ) ; and
WHEREAS, Seller desires to assign to Buyer certain rights and
interests relating to the sale of the Real Property.
NOW, THEREFORE, Seller, for and in consideration of Ten
Dollars ($10.00) and other good and valuable consideration in hand
paid to Seller by Buyer, does hereby grant, sell , assign, transfer,
convey and deliver to Buyer the following:
( 1) All of the Personal Property described in Exhibit "B"
attached hereto and incorporated herein for all purposes;
(2) The Agreement dated April 1 , 1990 between Southwest
Sunsports, Inc. , and Pepsi Cola - South;
( 3 ) The Payphone Agreement dated November 21 , 1995 between
Southwest Sunsports, Inc. and Southwestern Bell Telephone; and
(4) The Advertising Lease Agreement dated July 15 , 1996
between Friendswood Sportspark and Alvin's More Than
Imports/Michael D. Wyatt.
All of the above-described property interests are collectively
referred to herein as the "Property" .
Buyer hereby agrees to assume all of Seller's duties and
obligations under the above Agreements.
This Bill of Sale and Assignment is executed by Seller and
accepted by Buyer subject to validly existing and enforceable
rights, however, Seller represents that it is not in default of any
of the above agreements to be assigned to Buyer.
This conveyance is given and accepted on an AS IS, WHERE IS
basis, without any representation or warranty of any kind except as
expressly stated herein.
This is a final and exclusive expression of the agreement of
Seller and Buyer, and no course of dealing or course of performance
shall be relevant to explain or supplement any term expressed in
this Bill of Sale and Assignment.
To have and to hold the Property unto Buyer, its legal
representatives and assigns forever, and Seller does hereby bind
itself, its legal representatives and assigns to WARRANT AND
FOREVER DEFEND all and singular the Property, subject to the
foregoing, unto Buyer, its legal representatives, successors, and
assigns, against every person whomsoever lawfully claiming or to
claim the same or any part thereof by, through, or under Seller but
not otherwise.
EXECUTED as of the date first hereinabove written.
SELLER:
SO UT T S
By:
Tit : /9
Title:
Dated: /=D--//7 f`7 b
BUYER:
CITY OF/FRIENDSWOOD
By: �'«, p1,, 1
Name: Evelyn Newman
Title: Mayor
Dated: i s//7/T
2
EXHIBIT "A"
All that certain 27.1175 acres out of Beatty, Seale and Norwood Survey,
Section 5, Abstract 625 and out of the I. & G. N. R.R. Co. Survey, Section
22, Abstract 616 and being a portion of Tracts 1 and 2 as described in a
deed dated 1-15-1990 from Let's Play Ball, Inc. to Southwest Sunsport, Inc.
as filed in Official Records of Real Property of Galveston County at Clerk's
File No. 9001972 Film Code No. 006-80-1806 and being more particularly
described by metes and bounds description as follows;
Commencing at a call and found 5/8" iron rod marking the southeast corner
of that certain 12.6751 acres tract described in a deed dated 3-24-1992
from Southwest Sunsports, Inc. to Timothy Woodliff, et al as filed in Official
Records of Real Property of Galveston County at Clerk's File No. 9211451
Film Code 008-08-1249 and being a point on the westerly right-of-way of
FM 528 (right-of-way varies) as established by that certain right-of-way
deed dated 8-01-1989 from Let's Play Ball, Inc. to the State of Texas filed
in Official Records of Real Property of Galveston County at Clerk's File No.
8925471 Film Code No. 006-56-0587; Thence N 32° 32' 56" E - 450.09'
with the westerly right-of-way line of said FM 528 to a call and found 1/2"
iron rod marking the POINT OF BEGINNING of herein described tract;
Thence the following courses with the said westerly right-of-way line of FM
528 (right-of-way varies);
Thence N 32° 32' 47" E - 174.13' to a call and found brass disc in concrete
for angle point;
Thence N 33° 01' 36" E - 489.86' (deed N 33° 00' 52" E - 489.68'1 to a
call and found brass disc in concrete for angle point;
Thence N 32° 03' 01" E - 475.33' (deed N 32° 03' .51" E - 475.24') to a
call and found brass disc in concrete and said point marks a point on a
curve to the left having a radius of 5,639.58' and a central angle of 00° 55'
12";
Thence with said curve an arc distance of 90.57' and a chord bearing and
distance of N 32° 05' 22" E - 90.57' (deed N 32° 05' 06" E - 90.84') to a
set 5/8" iron rod for corner marking the intersection of the southerly right-
of-way line of Moore Road and the westerly right-of-way line of said FM
528;
Thence N 80° 06' 48" W - 1,573.78''with the south line of said Moore
Road to a set 5/8" iron rod for corner;
Thence S 00° 03' 30" W - 826.41' with the westerly line of said Southwest
Sunsports, Inc. Tract to a call and found 1/2" iron rod for corner;
Thence N 64° 17' 52" E - 327.83' with the northerly line of that certain
tract described in a deed dated 3-24-1992 from Southwest Sunsports, Inc.
to Timothy Woodliff, et al filed in Official Records of Real Property of
Galveston County at Clerk's File No. 9211451 Film Code No. 008-08-1249
to a set 5/8" iron rod for corner;
Thence S 25° 42' 08" E - 390.00' continuing with the northerly line of said
Woodliff Tract to,a set 5/8" iron rod for corner;
Thence S 57° 27' 13" E - 505.00' continuing with the northerly line of said
Woodliff Tract to the POINT OF BEGINNING and containing 27.1175 acres
(1,181,238 square feet) of land more or less.
Appliance Name Description Model No. Serial No
Amana Free-of-Frost Freezer N/A SA-35625153
•
Realistic MPA-40 Public Address Amplifier 32-2032A 14708
Beverage-Air Cooler DD783 8222898
Kenmore Refrigerator 106.7699312 S93924052
Art Inc. Hood Vent N/A 3030-24
U.S. Range 8-Burner Gas Grill N/A N/A
Vulcan Gas Fryer TK-35 30N435
Idea-Gold Series Food &Topping Warmer TW-24 4834
i` Sharp Commercial Microwave R-23BT 2198
Eagle Warmer BW-2-120 9002009
Casio Cash Register PCR-308 228371
Manitowoc Ice Machine EY1105W 860360934
N/A Stainless Food-Prep. Table N/A N/A
N/A Stainless 3-Compartment Sink N/A N/A
Lathem Time Clock N/A N/A
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MEMORANDUM OF OPTION
STATE OF TEXAS §
COUNTY OF GALVESTON §
THIS MEMORANDUM OF OPTION is executed concurrently with an Option
Contract, and both this Memorandum and the Option Contract constitute an
agreement between the CITY OF FRIENDSWOOD (hereinafter the "Optionor" )
and SOUTHWEST SUNSPORTS, INC. , (hereinafter "Optionee" ) , relating to the
following real property located at 2910 West Parkwood, Friendswood,
Galveston County, Texas, and more particularly described in Exhibit "A" ,
which is attached to and by this reference made a part of this
Memorandum of Option.
Optionor hereby grants, for valuable consideration described in the
Option Contract, to Optionee, its assigns or nominees, the exclusive
right and option to buy the above described property at a price and
under terms and conditions described in the Option Contract. This
option shall expire on December 31 , 2006 , and, unless exercised or
extended prior to the above date of expiration, Optionee shall have no
further interest in the property.
IN WITNESS WHEREOF, the parties hereto have executed this
Memorandum of Option on the dates immediately following their
signatures.
OPTIONEE:
SO i ,. 'TS, 4 .
By: WARREN
Name: L E. - ,
Title: riArall. .
Dated: '/ //7/ g e,,
OPTIONOR:
CITY OF FR;EN�)S�IOOD
By: 1��r /��m a- )
Name: Eve yn Newman
Title: Mayor
Dated: Ia// yc
State of Texas §
County of Galveston § / 7
This instrument was acknowledged before me on this day of
December, 1996 by Evelyn Ne n, yor on b alf of the City of
Friendswood.
;21.,
� , jj
Notary Publi- State of Texas
fc�'Ar'�¢, MELODY GERLIRNO
ta sg. ) j NOTARY PUBLIC
t ' . i State of Texas
�-9iF;,71i1-,:1 Corm. Exp.04-21-97 1
State of Texas §
County of Galveston §
This instrument was acknowledged before me on this /fay of
December, 1996 by Gary Eades , President of Sou hwest Sunsports, Inc. on
behalf of said corporation.
Notary Pub State of Texas
o`'= MELODY GERUND
�, �� NOTARY PUBLIC
State of Texas
•.;�t Comm. Exp.04-21-97
2
• EXHIBIT "A"
All that certain 27.1175 acres out of Beatty, Seale and Norwood Survey,
Section 5, Abstract 625 and out of the I. & G. N. R.R. Co. Survey, Section
22, Abstract 616 and being a portion of Tracts 1 and 2 as described in a
deed dated 1-15-1990 from Let's Play Ball, Inc. to Southwest Sunsport, Inc.
as filed in Official Records of Real Property of Galveston County at Clerk's
File No. 9001972 Film Code No. 006-80-1806 and being more particularly
described by metes and bounds description as follows;
Commencing at a call and found 5/8" iron rod marking the southeast corner
of that certain 12.6751 acres tract described in a deed dated 3-24-1992
from Southwest §unsports, Inc. to Timothy Woodliff, et al as filed in Official
Records of Real Property of Galveston County at Clerk's File No. 9211451
Film Code 008-08-1249 and being a point on the westerly right-of-way of
FM 528 (right-of-way varies) as established by that certain right-of-way
deed dated 8-01-1989 from Let's Play Ball, Inc. to the State of Texas filed
in Official Records of Real Property of Galveston County at Clerk's File No.
8925471 Film Code No. 006-56-0587; Thence N 32° 32' 56" E - 450.09'
with the westerly right-of-way line of said FM 528 to a call and found 1/2"
iron rod marking the POINT OF BEGINNING of herein described tract;
Thence the following courses with the said westerly right-of-way line of FM
528 (right-of-way varies);
Thence N 32° 32' 47" E - 174.13' to a call and found brass disc in concrete
for angle point;
Thence N 33° 01' 36" E - 489.86' (deed N 33° 00' 52" E - 489.68'1 to a
call and found brass disc in concrete for angle point;
Thence N 32° 03' 01" E - 475.33' (deed N 32° 03' .51" E - 475.24'1 to a
call and found brass disc in concrete and said point marks a point on a
curve to the left having a radius of 5,639.58' and a central angle of 00° 55'
12";
Thence with said curve an arc distance of 90.57' and a chord bearing and
distance of N 32° 05' 22" E - 90.57' (deed N 32° 05' 06" E - 90.84') to a
set 5/8" iron rod for corner marking the intersection of the southerly right-
of-way line of Moore Road and the westerly right-of-way line of said FM
528;
Thence N 80° 06' 48" W - 1,573.78'"with the south line of said Moore
Road to a set 5/8" iron rod for corner;
Thence S 00° 03'.30" W - 826.41' with the westerly line of said Southwest
Sunsports, Inc. Tract to a call and found 1/2" iron rod for corner;
Thence N 64° 17' 52" E - 327.83' with the northerly line of that certain
tract described in a deed dated 3-24-1992 from Southwest Sunsports, Inc.
to Timothy Woodliff, et al filed in Official Records of Real Property of
Galveston County at Clerk's File No. 9211451 Film Code No. 008-08-1249
to a set 5/8" iron rod for corner;
Thence S 25° 42' 08" E - 390.00' continuing with the northerly line of said
Woodliff Tract to,a set 5/8" iron rod for corner;
Thence S 57° 27' 13" E - 505.00' continuing with the northerly line of said
Woodliff Tract to the POINT OF BEGINNING and containing 27.1175 acres
(1,181,238 square feet) of land more or less.
EXHIBIT "A"
All that certain 27.1175 acres out of Beatty, Seale and Norwood Survey,
Section 5, Abstract 625 and out of the I. & G. N. R.R. Co. Survey, Section
22, Abstract 616 and being a portion of Tracts 1 and 2 as described in a
deed dated 1-15-1990 from Let's Play Ball, Inc. to Southwest Sunsport, Inc.
as filed in Official Records of Real Property of Galveston County at Clerk's
File No. 9001972 Film Code No. 006-80-1806 and being more particularly
described by metes and bounds description as follows;
Commencing at a call and found 5/8" iron rod marking the southeast corner •
of that certain 12.6751 acres tract described in a deed dated 3-24-1992
from Southwest $unsports, Inc. to Timothy Woodliff, et al as filed in Official
Records of Real Property of Galveston County at Clerk's File No. 9211451
Film Code 008-08-1249 and being a point on the westerly right-of-way of
FM 528 (right-of-way varies) as established by that certain right-of-way
deed dated 8-01-1989 from Let's Play Ball, Inc. to the State of Texas filed
in Official Records of Real Property of Galveston County at Clerk's File No.
8925471 Film Code No. 006-56-0587; Thence N 32° 32' 56" E - 450.09'
with the westerly right-of-way line of said FM 528 to a call and found 1/2"
iron rod marking the POINT OF BEGINNING of herein described tract;
Thence the following courses with the said westerly right-of-way line of FM
528 (right-of-way varies);
Thence N 32° 32' 47" E - 174.13' to a call and found brass disc in concrete
for angle point;
Thence N 33° 01' 36" E - 489.86' (deed N 33° 00' 52" E - 489.68'1 to a
call and found brass disc in concrete for angle point; -
Thence N 32° 03' 01" E - 475.33' (deed N 32° 03' .51" E - 475.24') to a
call and found brass disc in concrete and said point marks a point on a
curve to the left having a radius of 5,639.58' and a central angle of 00° 55'
12";
Thence with said curve an arc distance of 90.57' and a chord bearing and
distance of N 32° 05' 22" E - 90.57' (deed N 32° 05' 06" E - 90.84'1 to a
set 5/8" iron rod for corner marking the intersection of the southerly right-
of-way line of Moore Road and the westerly right-of-way line of said FM
528;
Thence N 80° 06' 48" W - 1,573.78''with the south line of said Moore
Road to a set 5/8" iron rod for corner;
Thence S 00° 03'30" W - 826.41' with the westerly line of said Southwest
Sunsports, Inc. Tract to a call and found 1/2" iron rod for corner;
Thence N 64° 17' 52" E - 327.83' with the northerly line of that certain
tract described in a deed dated 3-24-1992 from Southwest Sunsports, Inc.
to Timothy Woodliff, et al filed in Official Records of Real Property of
Galveston County at Clerk's File No. 9211451 Film Code No. 008-08-1249
to a set 5/8" iron rod for corner;
Thence S 25° 42' 08" E - 390.00' continuing with the northerly line of said
Woodliff Tract to.a set 5/8" iron rod for corner;
Thence S 57° 27' 13" E - 505.00' continuing with the northerly line of said
Woodliff Tract to the POINT OF BEGINNING and containing 27.1175 acres
(1,181,238 square feet) of land more or less.
AGREEMENT FOR SALE AND PURCHASE OF PROPERTY
FROM CITY OF FRIENDSWOOD TO SOUTHWEST SUNSPORTS, INC.
THIS AGREEMENT FOR SALE AND PURCHASE OF PROPERTY (the "Agreement" )
is made and entered into as of the day of , 2006 by and
between the CITY OF FRIENDSWOOD, (hereinafter the "Seller" ) and
SOUTHWEST SUNSPORTS, INC. , (hereinafter "Buyer" ) . The date that this
Agreement has been fully executed is hereinafter referred to as the
"Effective Date" .
In consideration of the mutual covenants, agreements and promises
of the parties contained herein, the adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. Property. Seller hereby agrees to sell and convey to Buyer and
Buyer agrees to purchase from Seller, subject to the terms and
conditions described herein, the surface estate of that certain real
property owned by Seller situated in the City of Friendswood, Galveston
County, Texas, as legally described in Exhibit "A" attached hereto and
incorporated herein (sometimes hereinafter referred to as the "Real
Property" ) .
2 . Purchase Price. The purchase price for the Property is TEN
AND NO/100THS DOLLARS ($10.00) , payable as follows:
(a) Upon execution of this Agreement Buyer shall deposit with
Statewide Title Company, located at 218 Nasa Road One, Suite 104 ,
Webster Texas or such other Title Company as selected by Buyer a deposit
of Five and no/100ths Dollars ($5.00) . This deposit shall be in the
form of good funds as defined by the Department of Insurance of the
State of Texas. The deposit shall be held, and in the event the sale is
completed and closed as set forth herein, the deposit shall be applied
as a credit against the purchase price; and
3 . Purchase of Property and Improvements "AS IS". The Buyer
represents to the Seller that the Buyer will investigate prior to the
closing hereof to the full satisfaction of the Buyer, the physical and
environmental nature and condition of the land, the improvements
thereon, and the fixtures and appurtenances annexed thereto, and the
personal property, if any, agreed to be transferred to the Buyer
hereunder and that Buyer agrees to take said property "AS IS" "WHERE
IS" , with no express or implied warranty or representation by Seller as
to its physical condition, quality of construction or workmanship.
4. Return of Earnest Money Deposit. If under the terms hereof,
either Buyer or Seller is entitled to receive the Earnest Money Deposit,
the other party agrees to take such actions and execute and deliver such
instruments, instructions or documents which may be reasonably necessary
to assure that the Escrow Agent promptly pays or refunds the Earnest
Money Deposit to the appropriate party.
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'EXHIBI , ��
5. Feasibility Period. Seller agrees that Buyer will be
permitted to inspect the Property at Buyer's expense until 15 days after
the date of execution hereof ( "end of the Feasibility Period" ) to have
access to and make reasonable examination of the property. If during
such period Buyer determines that the Property is unsatisfactory, Buyer
shall have the option to either accept the Property AS IS WHERE IS, or
terminate this Agreement by written notice to Seller. The Earnest Money
shall be returned to Buyer on such termination. It is understood that
Seller has made no agreement to alter, repair or improve the Property.
If Buyer fails to provide such written notice to Seller by the end of
the Feasibility Period: a) this Agreement shall be binding and the
Earnest Money Deposit shall not be refunded to Buyer (subject only to
the other terms and conditions hereof) , b) the sole obligation of
Seller will be to deliver possession of the Property to Buyer on the
Closing Date, hereinafter defined, in substantially the same condition
(normal wear and tear and casualty loss excepted) as existed on the date
this Agreement was executed by Seller and c) Buyer shall be deemed to
have agreed to accept the Property on the Closing Date in an AS IS WHERE
IS condition.
6. Closing of Purchase. The closing of the purchase of the
property shall take place at the title company on or before December 31
2006.
7. Title Policy and Survey. Seller shall furnish to Buyer at
Buyer's sole cost and expense, an Owner Policy of Title Insurance issued
by the title company in the amount of the sales price, dated at or after
closing, insuring Buyer against loss under the provisions of the Title
Policy. As soon as practicable, but in no event later than ten ( 10)
days after the Effective Date, Seller at Buyer's sole cost and expense,
shall obtain and deliver to Buyer, a Texas Department of Insurance
promulgated Commitment for Title Insurance (the "Commitment" ) issued by
the title company. If Buyer has an objection to items disclosed in such
Commitment, Buyer shall have ten ( 10) days after receipt of such
commitment to review the same and given written notice to Seller of any
objections Buyer may reasonably have to any item set forth in the
Commitment that materially and adversely affects the property. If Buyer
makes such objections, Seller shall have twenty (20) days from the date
such objections are disclosed to cure the same, and the closing date
shall be extended, if necessary. Seller agrees to exercise reasonable
diligence to cure such objections, if any. If the objections are not
satisfied within such time period, Buyer may (i) terminate this Contract
and the earnest money shall be refunded to Buyer, and neither party
shall have any further rights or obligations pursuant to this contract,
or (ii) waive the unsatisfied objections and close the transaction.
As soon as practicable, but in no event later than fifteen ( 15)
days after the Effective Date, Seller, at Buyer's sole cost and expense
shall deliver to Buyer an updated as-built survey, performed by a
Registered Professional Land Surveyor reasonably acceptable to Seller,
Buyer, Title Company and Lender, if any. The survey shall : ( i) identify
the Property by metes and bounds or platted lot description; ( ii) show
2
that the survey was made and staked on the ground with corners
permanently marked; ( iii) set forth the dimensions and total area of the
property; (iv) show the location of all improvements, highways,
streets, roads, railroads, rivers, creeks, or other waterways, fences
easements, and rights of way on the Property with all easements and
rights of way referenced to their recording information; (v)show any
discrepancies or conflicts in boundaries, any visible encroachments, and
any portion of the Property lying within the 100 year floodplain as
shown on the current Federal Emergency Management Agency map; and (vi)
contain the surveyor's certificate that the survey is true and correct.
8. Risk of Loss, Damage or Destruction. The risk of loss or
damage to the Property until transfer of title at closing, is assumed by
Seller.
9 . Closing Costs. All closing costs shall be paid by Buyer.
10 . Closing Deliveries. At closing the parties shall exchange
between themselves, or deposit with a title company or any other party
mutually designated as the closing officer, the following funds and
documents:
(a) Deed: Seller shall deliver to Buyer a Warranty Deed to
the property in form and substance in accordance with this agreement,
duly executed and acknowledged by Seller, conveying to Buyer the
property and improvements in fee simple, free and clear of any liens,
encumbrances or exceptions permitted herein and subject to any and all
restrictions, reservations, covenants, conditions, rights-of-way,
easements, and encumberances, and all municipal or other governmental
zoning laws, regulations and ordinances, if any, affecting the herein-
described Property (herein called the "Permitted Encumbrances" ) .
(b) Additional Documents. Seller shall delivery such other
documents and funds as may reasonably be required to close the sale in
accordance with this Agreement.
(c) Funds. Buyer shall deliver cash (or immediately
available federal funds) for the balance of the Purchase Price,
together with any additional cash necessary to pay closing costs,
prorations, and any other sums agreed upon to be paid by Buyer
hereunder.
(d) Additional Documents. Buyer shall deliver other
documents and funds as may reasonably be required to close the sale in
accordance with this Agreement.
11. Prorations. Property taxes, if any, for the current year
shall be prorated through the closing date.
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12 . Special Provisions.
(a) City Retains Ownership of Lighting, etc. The City of
Friendswood would be entitled to retain ownership of all lighting,
lighting poles, fencing, concession equipment, and fixtures, etc. , which
the City could remove from the property on or before December 31 , 2006.
13 . Possession. Seller shall deliver possession of the Property
to Buyer on the date of closing in its present condition, ordinary wear
and tear excepted.
14 . Default. If Buyer fails to comply with this agreement, Buyer
shall be in default. Seller may either: enforce specific performance,
seek other relief as may be provided by law, or both; or terminate this
contract and receive the earnest money as liquidated damages, thereby
releasing the parties from this agreement. If the property is not
conveyed to Buyer at Closing in accordance with the terms of this
Agreement due to a default by Seller, Buyer may either: terminate this
Agreement and receive the Earnest Money Deposit (together with interest
actually earned thereon, if any) ; or, bring an action against Seller for
specific performance of this Agreement.
15. Notices. All notices required hereunder shall be given in
writing, mailed postage prepaid, by certified mail return receipt
requested, by nationally recognized overnight air courier service, by
personal delivery or by electronic facsimile to the addresses indicated
below, or such other places as the parties may designate in writing to
one another:
SELLER:
Southwest Sunsports, Inc.
C/O Benton & Dishongh
Attn: Danny H. Dishongh
One Riverway, Suite 1700
Houston, Texas 77056
Tel: (713) 650-8044
Fax: (713) 840-6301
BUYER:
City of Friendswood
Attn: City Manager
910 South Friendswood Drive
Friendswood, Texas 77546
Tel: (713) 996-3200
Fax: (713) 482-3722
16. Time. Time is of the essence in this Agreement and every
provision contained herein. In any case where a date for performance by
either party shall fall on a Saturday, Sunday or holiday, the time for
performance shall automatically extend to the next regular business day.
Seller shall be under no obligation to extend any dates or deadlines in
this Agreement.
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17 . Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
18 . Entire Agreement. This Agreement (including exhibits attached
hereto and hereby expressly incorporated herein constitutes the entire
agreement between the parties with respect to this transaction. This
Agreement may not be changed or modified except by instrument in writing
signed by the parties hereto.
19. Bind and Inure. The terms, covenants and conditions herein
shall bind and inure to the benefit of the successors and assigns of the
parties hereto.
20. Assignment. Buyer may assign this Agreement without the
prior written consent of Seller.
21 . Severability. If any paragraph, clause or part of this
Agreement is found unenforceable, such finding shall not affect the
remainder of this Agreement.
22 . Headings. The title and headings of the sections hereof are
solely for means of reference and are not intended to modify, explain or
place any construction on any of the provisions of this Agreement.
23 . Authority of Parties. Seller and Buyer represent, warrant and
covenant to each other that they have the full power and authority to
perform and comply with the execution and delivery of this Agreement.
Further, the persons executing this Agreement on behalf of Seller and
Buyer each hereby represent and warrant that he or she has the requisite
and necessary authority to execute this Agreement on behalf of such
party.
24. Enforcement. If either Buyer or Seller must sue to enforce
this Agreement or any document executed and delivered in connection
herewith, the party actually obtaining judgment shall be entitled to its
court costs and attorney's fees for the action.
25. Survival of Agreement. All of the terms, conditions,
requirements and rights of this agreement shall survive and continue and
be binding upon the parties after closing.
26. Rule of Construction. The parties acknowledge that each party
and its counsel have reviewed and revised this Agreement, and the
parties hereby agree that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement or any
amendments or exhibits hereto.
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27 . Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which, when taken
together, shall constitute one and the same instrument, binding on the
Seller and Buyer, and the signature of any party to any counterpart
shall be deemed a signature to, and may be appended to, any other
counterpart.
28. No Representations or Warranties Outside Agreement. It is
expressly agreed by Buyer, as a material consideration for the execution
of this Agreement by Seller, that this Agreement is the entire Agreement
of the parties and that neither Seller nor any agent, attorney,
employee, or representative of the Seller has made any representation
whatsoever regarding the subject matter of this sale, including (without
limiting the generality of the foregoing) , representations as to the
physical nature or condition of the land, the improvements, the fixtures
or appurtenances annexed thereto, or the personal property, if any,
transferred to the Buyer hereunder, except as expressly set forth
herein. Furthermore, Buyer agrees that in executing, delivering and/or
performing under this Agreement, it has not (and shall not) rely upon
any statement and/or information from whomsoever made or given
(including, but not limited to, any agent, employee, or other person
representing or purporting to represent the Seller) directly or
indirectly, verbally or in writing, and Seller is not and shall not be
liable or bound by any such statement and/or information.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the dates immediately following their signatures.
BUYER:
SOUTHWEST SUNSPORTS, INC.
By:
Name:
Title: President
Dated:
SELLER:
CITY OF FRIENDSWOOD
By:
Name:
Title: Mayor
Dated:
6
EXHIBIT "A"
All that certain 27.1175 acres out of Beatty, Seale and Norwood Survey,
Section 5, Abstract 625 and out of the I. & G. N. R.R. Co. Survey, Section
22, Abstract 616 and being a portion of Tracts 1 and 2 as described in a
deed dated 1-15-1990 from Let's Play Ball, Inc. to Southwest Sunsport, Inc.
as filed in Official Records of Real Property of Galveston County at Clerk's
File No. 9001972 Film Code No. 006-80-1806 and being more particularly
described by metes and bounds description as follows;
Commencing at a call and found 5/8" iron rod marking the southeast corner .
of that certain 12.6751 acres tract described in a deed dated 3-24-1992
from Southwest §unsports, Inc. to Timothy Woodliff, et al as filed in Official
Records of Real Property of Galveston County at Clerk's File No. 9211451
Film Code 008-08-1249 and being a point on the westerly right-of-way of
FM 528 (right-of-way varies) as established by that certain right-of-way
deed dated 8-01-1989 from Let's Play Ball, Inc. to the State of Texas filed
in Official Records of Real Property of Galveston County at Clerk's File No.
8925471 Film Code No. 006-56-0587; Thence N 32° 32' 56" E - 450.09'
with the westerly right-of-way line of said FM 528 to a call and found 1/2"
iron rod marking the POINT OF BEGINNING of herein described tract;
Thence the following courses with the said westerly right-of-way line of FM
528 (right-of-way varies);
Thence N 32° 32' 47" E - 174.13' to a call and found brass disc in concrete
for angle point;
Thence N 33° 01' 36" E - 489.86' (deed N 33° 00' 52" E - 489.68') to a
call and found brass disc in concrete for angle point; _
Thence N 32° 03' 01" E - 475.33' (deed N 32° 03' .51" E - 475.24') to a
call and found brass disc in concrete and said point marks a point on a
curve to the left having a radius of 5,639.58' and a central angle of 00° 55'
12";
Thence with said curve an arc distance of 90.57' and a chord bearing and
distance of N 32° 05' 22" E - 90.57' (deed N 32° 05' 06" E - 90.84') to a
set 5/8" iron rod for corner marking the intersection of the southerly right-
of-way line of Moore Road and the westerly right-of-way line of said FM
528;
Thence N 80° 06' 48" W - 1,573.78'"with the south line of said Moore
Road to a set 5/8" iron rod for corner;
Thence S 00° 03' 30" W - 826.41' with the westerly line of said Southwest
Sunsports, Inc. Tract to a call and found 1/2" iron rod for corner;
Thence N 64° 17' 52" E - 327.83' with the northerly line of that certain
tract described in a deed dated 3-24-1992 from Southwest Sunsports, Inc.
to Timothy Woodliff, et al filed in Official Records of Real Property of
Galveston County at Clerk's File No. 9211451 Film Code No. 008-08-1249
to a set 5/8" iron rod for corner;
Thence S 25° 42' 08" E - 390.00' continuing with the northerly line of said
Woodliff Tract to.a set 5/8" iron rod for corner;
Thence S 57° 27' 13" E - 505.00' continuing with the northerly line of said
Woodliff Tract to the POINT OF BEGINNING and containing 27.1175 acres
(1,181,238 square feet) of land more or less.
EXHIBIT "C"
All that certain 1 .0000 acres out of Beatty, Seale and Norwood Survey,
Section 5, Abstract 625 and out of the I. & G. N. R.R. Co. Survey, Section
22, Abstract 616 and being a portion of Tract 2 as described in a deed
dated 1-15-1990 from Let's Play Ball, Inc. to Southwest Sunsport, Inc. as
filed in Official Records of Real Property of Galveston County at Clerk's File
No. 9001972 Film Code No. 006-80-1806 and being more particularly
described by metes and bounds description as follows;
Commencing at a call and found 5/8" iron rod marking the southeast corner
of that certain 12.6751 acres tract described in a deed dated 3-24-1992
from Southwest Sunsports, Inc. to Timothy Woodliff, et al as filed in Official
Records of Real Property of Galveston County at Clerk's File No. 9211451
Film Code 008-08-1249 and being a point on the westerly right-of-way of
FM 528 (right-of-way varies) as established by that certain right-of-way
deed dated 8-01-1989 from Let's Play Ball, Inc. to the State of Texas filed
in Official Records of Real Property of Galveston County at Clerk's File No.
8925471 Film Code No. 006-56-0587; Thence the following courses with
the said westerly right-of-way line of FM 528 (right-of-way varies); Thence
N 32° 32' 56" E - 450.09' with the westerly right-of-way line of said FM
528 to a call and found 1/2" iron rod; Thence N 32° 32' 47" E - 174.13' to
a call and found brass disc in concrete for angle point; Thence N 33° 01'
36" E - 489.86' (deed N 33° 00' 52" E - 489.68') to a call and found brass
disc in concrete for angle point; Thence N 32° 03' 01 " E - 349.91 ' to a set
5/8" iron rod marking the POINT OF BEGINNING of herein described tract;
•
Thence N 32° 03' 01 " E - 125.42' continuing with the said westerly right-
of-way line of FM 528 to a call and found brass disc in concrete and said
point marks a point on a curve to the left having a radius of 5,639.58' and a
central angle of 00° 55' 12";
Thence with said curve an arc distance of 90.57' and a chord bearing and
distance of N 32° 05' 22" E - 90.57' (deed N 32° 05' 06" E - 90.84') to a
set 5/8" iron rod for corner marking the intersection of the southerly right-
of-way line of Moore Road and the westerly right-of-way line of said FM
528;
Thence N 80° 06' 48" W - 258.54' with the south line of said Moore Road
to a set 5/8" iron rod for corner;
Thence S 09° 53' 12" W - 200.00' to a set 5/8" iron rof for corner;
Thence S 80° 06' 48" E - 177.00' -to the POINT OF BEGINNING and
containing 1 .0000 acre (43,560 square feet) of land more or less.
EXHIBIT "D"
All that certain 26.1175 acres out of Beatty, Seale and Norwood Survey,
Section 5, Abstract 625 and out of the I. & G. N. R.R. Co. Survey, Section
22, Abstract 616 and being a portion of Tracts 1 and 2 as described in a
deed dated 1-15-1990 from Let's Play Ball, Inc. to Southwest Sunsport, Inc.
as filed in Official Records of Real Property of Galveston County at Clerk's
File No. 9001972 Film Code No. 006-80-1806 and being more particularly
described by metes and bounds description as follows;
Commencing at a call and found 5/8" iron rod marking the southeast corner
of that certain 12.6751 acres tract described in a deed dated 3-24-1992
from Southwest 5unsports, Inc. to Timothy Woodliff, et al as filed in Official
Records of Real Property of Galveston County at Clerk's File No. 9211451
Film Code 008-08-1249 and being a point on the westerly right-of-way of
FM 528 (right-of-way varies) as established by that certain right-of-way
deed dated 8-01-1989 from Let's Play Ball, Inc. to the State of Texas filed
in Official Records of Real Property of Galveston County at Clerk's File No.
8925471 Film Code No. 006-56-0587; Thence N 32° 32' 56" E - 450.09'
with the westerly right-of-way line of said FM 528 to a call and found 1/2"
iron rod marking the POINT OF BEGINNING of herein described tract;
Thence the following courses with the said westerly right-of-way line of FM
528 (right-of-way varies);
Thence N 32° 32' 47" E - 174.13' to a call and found brass disc in concrete
for angle point;
Thence N 33° 01' 36" E - 489.86' (deed N 33° 00' 52" E - 489.68') to a
call and found brass disc in concrete for angle point;
Thence N 32° 03' 01,".E - 349.91' to a set 5/8" iron rod for corner;
Thence N 80° 06' 48" W - 177.00' to a set 5/8" iron rod for corner;
Thence N 09° 53' 12" E - 200.00' to a set 5/8" iron rod for corner;
Thence N 80° 06' 48" W - 1,315.24' with the south line of said Moore
Road to a set 5/8" iron rod for corner;
Thence S 00° 03' 30" W - 826.41' with the westerly line of said Southwest
Sunsports, Inc. Tract to a call and found 1/2" iron rod for corner;
Thence N 64° 17' 52" E - 327.83' with the northerly line of that certain
tract described in a deed dated 3-24-1992 from Southwest Sunsports, Inc.
to Timothy Woodliff, et al filed in Official Records of Real Property of
Galveston County at Clerk's File No. 9211451 Film Code No. 008-08-1249
to a set 5/8" iron rod for corner;
Thence S 25° 42' 08" E - 390.00' continuing with the northerly line of said
Woodliff Tract to a set 5/8" iron rod for corner;
Thence S 57° 27' 13" E - 505.00' continuing with the northerly line of said
Woodliff Tract to the POINT OF BEGINNING and containing 26.1175 acres
(1,137,678 square feet) of land more or less.
OPTION CONTRACT
THIS OPTION CONTRACT is made and entered into as of the / / day of
December, 1996 by and between the CITY OF FRIENDSWOOD (hereinafter the
"Optionor" ) and SOUTHWEST SUNSPORTS, INC. , (hereinafter "Optionee" ) .
Recitals
WHEREAS, Optionor is the owner of real property located at 2910
West Parkwood, Friendswood, Galveston County, Texas, referred to in this
Option Contract as the property, and more particularly described in
Exhibit "A" , which is attached to and by this reference made a part of
this Option Contract; and
WHEREAS, Optionee desires to acquire the exclusive right and option
to purchase the property at an agreed price and under specified terms
and conditions;
WHEREAS, the parties have executed a memorandum of option
concurrently with the execution of this Option Contract containing a
summary of this Option Contract, which memorandum is to be recorded, and
which is incorporated herein by reference and made a part hereof;
THEREFORE, it is agreed as follows:
1. Grant of Option. For the consideration expressed in
Paragraph 3 of this Option Contract, Optionors hereby grant to Optionee,
its successor and assigns the exclusive right and option to purchase the
property described in Exhibit "A" at the price and under the terms set
forth in the Agreement for Sale and Purchase of Property from City of
Friendswood to Southwest Sunsports, Inc. in Exhibit "B" , which is
attached to and by this reference made a part of this Option Contract.
2 . Option Period. The Option to purchase the property shall
commence as of the time of execution of this contract and continue until
5:00 p.m. on December 31 , 2006 .
3 . Consideration. This option is granted in consideration of
Optionee's payment to Optionor of the sum of Five and No/100ths Dollars
($5.00) , payable by a cashier's check drawn to the order of Optionor,
receipt and sufficiency of which is hereby acknowledged.
4 . Application of Consideration to Purchase Price. If this option
is exercised in accordance with the terms hereof, then the consideration
paid to Optionor by Optionee shall apply to the purchase price.
5. Retention of Consideration. If this option or any extension
thereof is not exercised, all sums paid to Optionor by Optionee shall be
retained by Optionor in consideration of the granting of this option.
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6. Exercise of Option. Optionee may exercise this option anytime
between (and including) December 1 , 2006 and December 31 , 2006 by
execution and tender to Optionor of the Agreement for Sale and Purchase
of Property from City of Friendswood to Southwest Sunsports, Inc. ,
attached hereto as Exhibit "B" . Optionor shall forthwith execute and
deliver to Optionee an executed copy of said Agreement for Sale and
Purchase of Property within five ( 5) days of Optionor's receipt of said
Agreement.
7 . Automatic Termination. If Optionee fails to exercise the
option in accordance with the terms of this Option Contract within the
option period or any extension thereof , then the option to purchase
granted by this Option Contract, and the rights thereunder of Optionee,
shall automatically and immediately terminate without notice.
8. Assignability of Option. Optionee may assign the option
without the prior written consent of Optionor. The assignment shall be
effective as to Optionor on written notice thereof by Optionee to
Optionor.
9. Special Provisions.
(a) City's "Buyout Right". In consideration of the Optionor
(City of Friendswood) , paying to Optionee (Southwest Sunsports, Inc. ) ,
the sum of $10 .00 on the date of execution of this Option Contract,
Optionee grants to Optionor the right to buyout Optionee's Option to
purchase the real property described in Exhibit "A" in accordance with
the terms and conditions setforth in Paragraph (b) below:
(b) Buyout Procedures.
(1) Buyout Price. At the time the City exercises its
Buyout right, each party (at each parties sole cost and expense) would
obtain an independent fee appraisal of the land only, on the "front
corner tract" as described in Exhibit "C" attached hereto and
incorporated herein for all purposes and the "remaining acreage tract"
as described in Exhibit "D" attached hereto and incorporated herein for
all purposes; as separate tracts, as a basis for determining the buyout
price for Southwest Sunsports, Inc. 's Option. Therefore, by way of
example: if the fair market value of the front corner tract is
determined to be $50 ,000 .00 and the remaining acreage tract is
determined to be $450,000.00; the "Buyout Price" would be $500 ,000.00.
If the parties cannot agree on the fair market value as determined by
the two independent appraisals; a third independent appraisal (the cost
of which would be shared by the parties) shall be performed by an
appraisal firm agreeable to both parties. The average value as
determined by the three ( 3 ) appraisals would constitute the buyout
price.
(2) City's Exercise of "Buyout Right". The "buyout
right" could be exercised by the City of Friendswood at anytime between
December 1, 2001 and December 1, 2006, by giving written notice to
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Southwest Sunsports, Inc. , at the place provided for in Paragraph 10 or
such other place as maybe designated in writing by Optionee.
(3) Payment of Buyout Price. The buyout price would be
paid in cash and would be due within thirty ( 30) days of the Exercise of
the Buyout Right.
10. Notices. All notices required hereunder shall be given in
writing, mailed postage prepaid, by certified mail return receipt
requested, by nationally recognized overnight air courier service, by
personal delivery or by electronic facsimile to the addresses indicated
below, or such other places as the parties may designate in writing to
one another:
OPTIONEE:
Southwest Sunsports, Inc.
C/O Benton & Dishongh
Attn: Danny H. Dishongh
One Riverway, Suite 1700
Houston, Texas 77056
Tel: (713) 650-8044
Fax: (713) 840-6301
OPTIONOR:
City of Friendswood
Attn: Mr. Ronald Cox, City Manager
910 South Friendswood Drive
Friendswood, Texas 77546
Tel: (713) 996-3200
Fax: (713) 482-3722
11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
12 . Entire Agreement. This Agreement (including exhibits attached
hereto and hereby expressly incorporated herein constitutes the entire
agreement between the parties with respect to this transaction. This
Agreement may not be changed or modified except by instrument in writing
signed by the parties hereto.
13 . Bind and Inure. The terms, covenants and conditions herein
shall bind and inure to the benefit of the successors and assigns of the
parties hereto.
14 . Severabilitv. If any paragraph, clause or part of this
Agreement is found unenforceable, such finding shall not affect the
remainder of this Agreement.
15. Headings. The title and headings of the sections hereof are
solely for means of reference and are not intended to modify, explain or
place any construction on any of the provisions of this Agreement.
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16. Authority of Parties. Optionor and Optionee represent,
warrant and covenant to each other that they have the full power and
authority to perform and comply with the execution and delivery of this
Agreement. Further, the persons executing this Agreement on behalf of
Optionor and Optionee each hereby represent and warrant that he or she
has the requisite and necessary authority to execute this Agreement on
behalf of such party.
17 . Enforcement. If either Optionor or Optionee must sue to
enforce this Agreement or any document executed and delivered in
connection herewith, the party actually obtaining judgment shall be
entitled to its court costs and attorney's fees for the action.
18. Survival of Agreement. All of the terms, conditions,
requirements and rights of this agreement shall survive and continue and
be binding upon the parties after closing.
19. Rule of Construction. The parties acknowledge that each party
and its counsel have reviewed and revised this Agreement, and the
parties hereby agree that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement or any
amendments or exhibits hereto.
20. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which, when taken
together, shall constitute one and the same instrument, binding on the
Optionor and Optionee, and the signature of any party to any counterpart
shall be deemed a signature to, and may be appended to, any other
counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the dates immediately following their signatures.
OPTIONEE:
SOUTHWEST SUNSPORTS, INC.
By:
Name: 1J-2 DES
Title:
Dated: /a1j7/Gj(r
OPTIONOR:
CITY OF FRIENDSWOOD
By: n.�lO
Name: Eve n ewman
Title: Ma or
Dated: /01 2/94
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