HomeMy WebLinkAboutResolution No. 2002-49 RESOLUTION NO. R2002-49
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
FRIENDSWOOD, TEXAS, AUTHORIZING THE MAYOR AND CITY
SECRETARY TO EXECUTE AND ATTEST, RESPECTIVELY, AN
AGREEMENT BY AND BETWEEN THE CITY AND HWG
PARTNERSHIP GROUP, ASSIGNEE OF SOUTHWEST SUNSPORTS
INC., WHICH AGREEMENT PROVIDE5 FOR THE CITY'S `BUYOUT"
OF THE RIGHTS OF HWG PARTNERSHIP GROUP TO REPURCHASE
A CERTAIN 27.1163 ACRE TRACT OF LAND (LOCATED AT MOORE
ROAD AND F.M. 528).
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BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD,
TEXAS:
Section 1. That the Mayor and the City Secretary be, and they are hereby, authorized
and directed to execute and attest, respectively, that certain "Buyout Agreement," by and
between the City and HWG Partnership Group, Assignee of Southwest Sunsports Inc., a copy of
which Agreement is attached hereto and made a part hereof for all purposes.
PASSED, APPROVED, AND RESOLVED this 23`d day of September, 2002.
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Harold L. Whitaker
Mayor
ATTEST:
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Deloris McKenzie, T C
City Secretary
THE STATE OF TEXAS §
§
COUNTY OF GALVESTON §
BUYOUT AGREEMENT
This Buyout Agreement (the "Buyou# Agreement"), is made and entered into as of the
23Td day of September, 2002, by and between the City of Friendswood, Texas, a home rule
municipal corporation located in Galveston and Harris Counties, Texas, and HWG Partnership
Group, a general partnership.
WHEREAS, pursuant to that certain "Agreement For Sale and Purchase of Property"
(the "Agreement"}, a true and correct copy of which is attached hereto as Exhibit "A" and made
a part hereof for a11 purposes, entered into as of the 18�' day of November, 1996 by and between
Southwest Sunsports, Inc. ("Southwest"), as Seller, and the City of Friendswood (the "City") as
Buyer, Southwest conveyed to City, by warranty deed, a 27.1163 acre tract of land, more or less
�ii�e "Tract"j, a copy oi which deed is attached hereto as E�ibit "B" and made a part hereof for
a11 purposes; and
WHEREAS, pursuant to Section 12 (b) of the Agreement, and in partial consideration
for the conveyance to the City of the Tract, Southwest reta.ined an option to repurchase the Tract
for the sum of$10.00; and
WHEREAS, pursuant to Section 12 (g) of the Agreement, City retained the right to
"buyout" the option retained by Southwest, the consideration of which was to be the market
value of the property at the time of the"buyout"; and
�'�'��,REA�, City desires ta eXerci�e i�s"b�iyaui" rights ut�c�er ii�e�i�eement; and
WHEREAS, Southwest has assigned its rights and interests under the Agreement to
HWG Partnership Group ("HWG"), a general partnership; and
WHEREAS, City and HWG have agreed on the market value of the Tract, same being
the consideration for the "buyout" pursuant to the Agreement, all as more fully set forth below;
now therefore
For and in Consideration of the mutual obligations and benefits to be derived hereunder,
City and HWG do hereby agree as follows:
1. Findin�s. The facts and matters set forth in the preamble hereof are hereby found
to be true and correct.
2. Exercise of"Buvout." City hereby exercises its right to "buyout" the repurchase
option of HWG (as successor in interest of Southwest), as provided for in Section 12 of the
Agreement, in consideration of the payment by City to HWG of the "buyout" consideration set
forth in Section 3 below. HWG hereby in a11 things approves the exercise by City of its
"buyout"right as set forth herein.
3. "Buvout" Consideration. City and HWG agree that the "buyout" consideration
shall be One Million Five Hundred Fifty Thousand and no/100 Dollars ($1,550,000.00).
Payment by City shall be made in accordance with Section 12 of the Agreement.
Executed in multiple originals as of the date written above.
CITY OF FRIENDSWOOD
' By:
�Iarold�: Whitaker
Mayor
HWG PARTNERSHIP GROUP
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J ck Diehl '
anaging General Partner
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EXHIBIT " 7�" "��`-',
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A�RE�'�iEivT' FOR �ALr. A3vD P'URCHA�E OF FROPERT`�
TH3S �Gt��r�iENT FOR SALL AND PURCiiASE QF PROP�RTY (the "�greemer�±" )
is ma.de and entered .into as of t�e 18th day of Novemt-,Pr _., 1996 by and
between SUUTHWEST SUNSPORTS, INC. , (hereinaftar the "Seller" ) and ti�e
C__�TY OF FFIFNUSWOOD, (hereinafter "Buyer" ) . The date th�t this
Agreer;ent has been fully executed is hereinafter referred t� as t�`�e
T°Effective Date" .
In consideratiUn of the mutual covenants , agreements and prcmisEs
of the parties contained herein, the adequacy ef which is '�ereby
acknowleaged, the parties� hereto agree as follows:
1 . Pr�er�. Seller i ereby a�rees �o sell and conve� to B;�yer and
Buyer agrees tc� purchase from Seller, subject t� the terms and
�o;-:d�tior.s described hArein, the surface estate of that certain real
pr.operty owned by Seller situated in the City of Friendswood, Ga_lve5tor,
County, Texas, together with the buiidings and improvements thereon
(exc.lud�ng the scorrbaards which bel_oz�g to P2psi , however, Seller wiil
assign any right Seller has to use -the scoreboards to Buyer) as legally
described in Exhibit "A" attachEd hereto and incorporated herein
(sometimes hereinafter refArred to as the "Real Property" ) . Se�ler
shall convey said keal Property ta Buyer together w�th any and all
right, title anc interest of Seller in the pers�nal property uescribed
in Exhibit "B" attached hereto and incorporated herein.
2 . Purchase Price. The purchase price for the Property is `I'wo
Hundred �h�usand and No/100ths Dollars ( $200 , U00 .0�; , payable as
follows:
(a; Lip�r. �x:�cution L� t?-iz� Agree??�ert ��yer shall �eposit with
St�`e5aide Title Conpany , located at 218 Nasa Road One, Suite 104 ,
Webstet-, ieYas 77598 a deposit of Ten Thousand and No/100ths Uollars
($10 ,t�J0-. 00; . This deposit sha�l be in the form of good funds as
defined by the Department of Ir�surance of the State �f Texas and shall
�z �laced in an inter�st bearing account. Immediately upon cxpiratiorr
or th� feasibil.i_ty study period, the total degosit shall , �ut far
fieller's default be nan-refundable unless otherwise pruvidECl Yierein.
The deposit shall be r�eld, and in the event the sale is c�mpleted and
c�.osed as set forth herein, the deposi_t shall be applied �s a credit
again�t trie purchase price; and
(}�) The balanc� �f the Purch�se Price shalZ be payable in
�ash at �1_osing.
3 . Pu�:�hase of Pr�perty and Improvements ��AS IS"_ The Buyer
repres2�-!ts to the S�ller that the Buyer will investigate prioz� to the
ciosing hereof to the full satisfaction of the Buyer, the physica� and
envir�nmental r,ature and condition of the land, the improvem�nts
tr�ereon, and the fixtures and appurtenances annexed thereto, and the
persanal p.roperty, i� any, agreed to be transfe�red to �he Buyez
hereunciei: and that Bul�er agrees to take said property "AS IS" "WHERE
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iS" , with na e�press or implied warranty or representation by Seller as
to its physical condition, quality of construction or wo�kmanship.
4. Return of Earnest Money Deposit. If under the terms hereof,
either Buyer or Seller is entitled to receive the Earnest Money Deposit,
the oth�r party a�rees 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
P�oney Deposit to the appropriate party.
5. Feasibility Period. Seller agrees that Buyer will be
permitted to inspect the Property at Buyer's expense for a period of 14
days from the date of exe�ution of this Agreement ( "end of the
Feasibility Period") to have access to and make reasonable examination
af the pr�perty. If during s�.��h per?od Buyer determines that the
Pr�perty is unsatisfactory, Buyer shall have the option to either accept
t1_Ze Pr���rty AS IS WHERE IS, or terminate this Agreement by written
nctice to Seller. The Earnest Money shall be returned to Buyer on such
termination. It is understood tnat 5eller has made no agreement to
alter, .repair or improve the Property. If Buyer fails to provide such
writt�n notice to Sell_er by the end of the Feasibility Period: a) this
Agreement shall be binding and the Earnest Money DeFosit 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 an 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 . �losing o� Pur.chase. The closing of the purchase of the
property �hail take place at the title company �n December 16, 1996. If
for any r�ason, except Seller's and/or Buyer's breach, the closing does
not occur__on the above date, the parties may, by mutual agreement extend
the closing date up to a maximum of 15 days. However, in the event the
sale is not closed by December 31 , 1996 , Seller nay at its sole option,
extend the closing date or notify Buyer in writing of the termination of
this Agreement.
7. Title Policy and Survey. Seller shall furnish to Buyer at
Bu��er'� sole cost ar�d expense, an Owner Policy of Title Insuran�e 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
Po�icy. As sotn as gracticablef 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 "Ccmmitment" ) iss�ued by
the title company. If Buyer has an objection to items disclosed in such
Commit�r�ent, Buyer shall have ten (10 ) days after receipt of such
commitment to review the same and give 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
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makes such ob;ections, Seller shall have ten (10) 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, Buyer, at Buyer's sole cost and expense
shall obtain an as-built survey, performed by a Registered Professional
Land. Surveyor reasonably acceptable to Seller, Buyer, Title Company and
Len�er, if a17y. The survey shall: (i) identify the Property by metes
and bou:��s cr platted l�t description; i ii j show triat t�e sur;;2y was
made and staked on the ground with corners permanently marked; ( iii) set
forth the dimensions and total area of the property; (iv) shora the
location of all improvements, highways, streets , roads, railroads,
rivers, creeks , or other waterways, far�ces easements , and rights of way
on the Property with all easements and rights of way referenced to their
recarding information; (v)show any discrepancies or conflicts in
boundaries, any visible encraachments, and any portion of the Property
lyiilg 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. Buyer shall have ten
(10) days afte� receipt of such survey to review the same and give
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 praperty. If Buyer makes such. objections, SPller_ shall have
ten (10) da�Ts from the date such objecti�ns are disclosed to cure the
�ame, and. the closincx date shall. be extended, if necessary. Seller
agrees to exercise reasanable 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
3uyer, and neither pa.rty shall have any further rights or obligations
pursuaz�t to this contract or (ii) waive the unsatisfied objections and
close the transaction.
8 . Ris1K of Lossp Damage or Destruction. The risk of Ioss or
damage to the Property by fire or otherwise, until transfer of title at
closir_cj, is assumed by Seller. Seller shall have the right but not the
obligation, to cure any damage or loss by repairing or restoring the
Preperty to at least its current "AS IS" condition prior to Closing and
�bligate �uye� to close the sale. If Seller decides not to cure, this
Agreement shall terminate and the earnest money shall b� refunded to
Buyer.
9 . Clo�ing Costs_ All closing costs shall be paid by Buyer.
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l�. Llosir,g Deliveries. At closing the parties shall exchange
between themselves, or deposit with a title ccmpany or any ati�er party
mutua�ly designated as the closing officer, the following funds ard
documents:
(aj 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
proper�y ar.d improvements in fee simple, free and clear of any liens,
encumbrances or exceptions other than the liens, encumbrances, and
exceptions to be assumed hereunder or permitted herein and subject to
any and ail restrictions, reservations, covenants, conditions, rights-
of-way, easements, and encumberances, and all municipal or other
goverr�znental zoning laws, regulations and ordinances , if any, affecting
the herein-described Property (rierein called the "Perr,iitted
Encumbrar.ces" ) .
(b) Bill of Sale. Seller shall aeliver to Buyer a Eill of
Sale duly executed and acknowledged by Seller, conveying t� Buyer th¢
personal property described in Exhibit "B" attached to this agree�r�ent,
free �nd clear of any iien and encumbrance.
(c) Assignment_ Seller shall deliver to Buyer an assignment
of contracrs with Southwestern Bell relating to pay telephone and
assignment �f contract with Pepsi Cola - South rel.ating to the use of
the four scereboards and the Advertising Lease Agreement with Michael
Wyatt.
(d) Additional Documents_ Seller shall delivery such ather
u.QCtl?i?8nt5 and funds as may reasonabl_y be rec{uired to close the sale in
accordance with this Agreement.
(e) Funds. Buyer shall deliver cash (or immediately
available federal funds) for the balance of the Purchase Price,
together with any addi�tional cash necessary to pay closing costs,
prorations, and any other sums agreed upon to be paid by Buyer
h�reunder.
(f j Adriitional Documents_ Buyer shall deli�rer o�her
documents ar�d funds as may reasonably be r�quired to close the sale in
accordance with this Agreement.
11. Prorations. Property taxes for the current year shall be
prorated through the closing date. Rental for the soccer f ield land, in
accordance with an existing Iease between Buyer and Seller shall be
pro�ated. th,rough the closing date
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l� . S�ecial Provisions.
(a) Lease for Soccer Fields. The lease between Seller ana
Buyer far the soccer field land dated March 15, 1993 and scheduled to
end on March 15, 1998, would be prorated through the closing date at
which tirr,e it would automatically terminate.
(b} Option to Repurchase to Southwest Sunsparts . Inc. At
closing, the City of Friendswood will execute an Option Agreement in the
form attached hereto as Exhibit "C" and incorporated riereir., which gives
Southwest Sunsports, Inc. , a written option to repurchaselpurchase the
entire tract of land described in Exhibit "A" from the City of
Friendswood for the sum of $10 . 00 .
(�) Se�sthwest S�..uisport�, Inc_ r .�xez-cise of t3ption. The �ption
to purchase could "not" be exercised by �outhwest Sunsports , Inc. prior
to December 1 , 2006 nor later than December 31, 20D6 .
(d) Payment of Option Purchase Pr�ce. The payment of the ten
dollar ($10 . 00) purchase price, would be paid by Southwest Sunsports ,
Inc. to the City of Friendswood within 30 days of exerci_sing the option
to purchase.
(e) City Itetains Owne�ship of Lighting, etc. The Gity 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 .
(f) Closing Costs_ Southwest Sunsports would bear aIl costs
oz closing of th� Deceinber 2006 sale between the City �s Seller ar.d
Southwest Sunsports, Inc. as Buyer.
____(g) _ City°s "Buyout Right"_ In consideratic�n of the City of
Friendswood paying to Southwest Sunsports, Inc. the additional sum of
$10. 00 on the date of closing of the sale from Southwest Sunsports , Inc.
to the City of Friendswood, Southwest Sunsports, Inc. would grant to the
City of Friendswood the right to "buyout" Southwest Suns�nrts, Inc. °s
Option to Repurchase/Pu.rchase iche property described in Ex�ibit "A" .
(h) Buyout Procedures_
(Z) Buyout Price_ Each party (at each par.ties sole cost
and expense) would obtain an independent fee appraisal of the land
or�ly, on the front corner tract at the corner of Moore Road and West
Farkwood (F.M. 528) as approximately illustrated on Exhibit "D" attached
hereto and incopor.ated herein, (the legal description of which will be
attached to the Option Contract on_�e the survey has been obtained) and
the remaining acreage tract (the legal descrzption o�f which will be
attached to the Option Contract once the survey has been obtained)as
separate tracts, as a basis for determining the buyout price for
South�,aest Sunsports, Inc. 's Option to Purch«se. If the pa�-ties car�not
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agree en the fair market valus as determined by the two independent
appraisa�s; a third independent appraisal (t�e �ost �f which would be
shared by the parties) shall be performed by an appraisal firm agreeab�e
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 "b5lyout
right" could be exercised by the City of Fr.iendswood at anytimP between
Dec�mber 1 , 2Q01 and December 1 , 2006 .
(3) Payment of Buyout Price. Th2 buyout price wouid be
paid in cash and would be due within thirty { 3 J) days of the EYercise of
the Buyou�L Right.
13 . Pcssess��n. SAller shal�. deiiver_ possess�en of the rroperty
to Buyer. on the date of closing in its present candition, ordinary wear
and tear excepted.
14 . Default. If 3uyer fails to compiy �,��th tnis agreer.tAn�, I3uyer
shall be in default. Se�ler may either: enforce specif�_c performance,
seek other relief as may be provided by law, or both; or terminate this
cont.ract «nd receive the ea�-nest m�ney as liquidated damagesr thereby
releasing the parties from this agreement. If the property is not
conveyed to Buyer at Closing in accordance with the fierms of this
Agreement due to a default by Seller, Buyer may eith�r : terminate this
Agreement and rECeive the Earnest Money Deposit (together with interest
actually earneci thereon, if any) ; or, bring an action against Seller for
specifi:. p��fcrmance of this Agreement.
15 . Notices. All notices required 'nereui�der shall be �iven in
��it�n_q, mai:ed postage 1J?"�p�1�, by certifieci mail return receipt
�equested, by n�tionally recognized overnight air caurier s�.r.vice, bv
personal delivery or by electronic facsimil� tc� the adclresses indicated
belo�a, _ or_ such other places as the parties riay designate ir. wr�ting to
ane another:
SELLER:
Southwest Sunsports, lnc.
C/O Benton & D�shangh
Attn: Danny H. Dishongh
One 1Ziverway, Suite 1700
Houston, Texas 77056
Te�: (7?3) 650-8044
Fax� (713) 840-6301
BUYL�E2:
City of Friendswoac�
Attn_ Mr. Ronald Cox, Cit� 2�i�nager
910 South Friendswo�d Driv�
Friend�waod, Texas 77546
Tel: (713) 996-3200
Fax: (713) 4�2-3722
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16. 'Time. Time is of ihe essence :in tnis Agreement and every
provision contained herein. In any case where a date ior performarice 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.
17. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the 5tate of Texas .
18. Entire Aqreement. This Agreement (includir�g exhibits attached
here�o and hereby expressZy inc�rperat�3 herein c�nstitu�.e� tre entire
agreement betw�en the parties with respect to th?s transactior.. This
AgrPeme??t 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 t�erein
shall bind and inure to the benefit of the successors and assigns of thP
parties hereto.
2J. Assignment. Buyer may not as�ign this Agreement witY��ottt the
pr�or written consent of Seller.
21. �everabilitv_ If any paragraph, clause or part of this
Agre�me::t is f�ur_� ��n.e_r?_forceab��; su�h finding shal� not aff�ct the
.r�mainder of this Agreement.
22 . I�eadincTS. The title and headings of the sections hereof are
solely ior means of reference and are not intended to modify, explain or
place any construction on any of the provisions nf this Agreement.
23 . Authority of Parties. Seller and Buyer represent, wazrant and
cover�ant to each other that the�� ha�re the full power and au�hc�rity to
perform and comply with the execution and delivery of tr�is Agreement.
Further, the persons exAcuting this Agreement on behalf Q� Seller and
�Lyer eaeh her�by �egresent and warrant that he or �he has the requisit�
and necessary authority to execute this Agreer.ient on behal� of such
party.
24. Enforcement. If either Buyer or Seller must sue to enforce
this Agreerlent or any document exe.cuted and delivered in connection
herewith, the party actually obtaining judgment shal� be entitled to its
court costs and attorney's fees for the action.
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25 . Su�v i�ral of Ac�ree�ent. Al l of the terms , condition�,
requirements and rights of this agreement shall survive and continue and
be binding upon the parties after closing.
26 . Rule af Construction_ The parties acknowledge that e�ch party
and its counsel have reviewed and revised this Agreement, and the
parties rereby agree that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting part� shall
not be employed in the interpretation of this Agreement or any
amendments or exhi�its hereto.
27. Back-U� Offers. Buyer understands and acknowledges that prior
to �losing, Seller may enter ir�t� �ack-up agreemer�ts 4o sell all or any
portion of the Property in the event t�2at Buyer fails to purchase the
Pr�perty, provided that s�id �ack-up offers do not affect Buyer's rights
hereiinder.
28. Counter�rts. This Agreement may bP executed in counterparts,
each af which shall be deemed an original and al� of which, when taken
together, shall constitute one and the same instrument, binainq on the
Seller ar�d Buyer, and the signature cf any party to an1� counterpart
shall be deemea a s�gnature to, and may be appended to, any other
counterpart.
Z9. Nc� Representations or Warranties Outside Acxreement. It is
expressly agreed by Buyer, as a material consideration for the execution
vi ti1S E�iC`j.i2��:��:� i1 Seller, ��r�� t�2ZS Pg�-Pe:�ent 1S tr2 2I'ttire Agreement
of t;�e parties and tna� neither Seller nor any agent, attorney,
employee, nr r�p�esentative of the Seller has made any representation
�,ahatsoeve-r regarding the subject matter of th�s sale, including (without
limiting the generality of the foregoing) , representations as to the
physical nature ar condition of the land, the improvements, the fixtures
or appurtenances annexed thereto, or the personal property, if any,
transferred to the Buyer hereunder, except a� expressly set forth
herein. Furthermore, Buyer agrees that in executing, delivering and/or
per�ormin:g undEr this Agreement, it has not (and shall not) rely upc�n
any stazement and/or information from whomsoe�Ter made or given
(inc�uding, but not limited to, any agent� employee, or other person
representing o�- purperting to regresent the Seller) directly or
in�ir�utly, verbal�� cr in wri�ing, �n� Se?�er is not ar_d shall r�ot be
liable or bound by any such statement dnd/or information.
3�. '�iming and Execution of Agreemen�. This Agreemer�t shall
automatically �xpire ancl be of no force and effect as of 5 :00 p.m. on
November 20, 1996, unless prior to such d�te and time this Agreement has
been executed in multiple couiiter�arts and delivered by Buyer to Seller
and Title Company.
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��� �33�`3dESS k�HEREOF, the parties hereto have executed this Ac�reement
on the dates immediately following their signatures.
SELLER:
SOUTHWEST SUNSPORTSr I C.
By:
Nam _ G ry Eades
Title: P es"dent
Dated: � ��� ����
BUYEl2:
CITY OF FRIENDST�lOOD
By:_�
Name: Ev lyn Newman
Title: Mayor
Dated- //�i9/9�
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� � DESCRIPTION
Of 27.1163 acres of land out of a ca�led A2.7E69 acre tract '
situated in the Beatty, Seale and Forwood Survey, Section 5, '
Abstract No. 625, and the I .�G.N.R.R. Company Survey, Section 22,
Abstract No. 616, Galveston County, Texas, said 27.1153 ,aczes of
land being more garticularly desaribed by metes and boands as
follows: . ._
� CoMMENCING at an axle sound in the north line of tne T .&G.N.K.R.
� Company Survey, Section 23, Abstract No. 5�4, safd point a].se •
being the southwest corner of said Beatzy, Seale and Forwood
Survey, and also being an interior corner of said I .&G.N.R.R. .
Company Survey, Sectien 5; .
THENCE South 89 ' 43'13" East !called North II9 ' SO ' East) a distance �.
� of 3Z9 .83 feet to a � 1n�h X 4 inch concrete monument found in • _
tiie old wester2y ni.ght-of-Way line of FM 528 (based en a 1�0.00 . _
" f�o� wide Riaht-Of-Way); • . "
THENCE North 32'32'47" East (called North 32' �5' Fast! along . the �
old westerly P.ight-Of-•Way line cf said FH 528, a distance of :
563. 83 feet (called 563.07 feet) to a point for corne�; f.rom said •
pint a 1/2 3nch iror, rod was £ound; �.39 feet east; '
THENCE North SO 'OS ' 49" West a distance of 86.7i feet to a 1/�
, iilCii iron rOQ 50� iGT �Ori�Ei j '
THENCE North 32'32'47" East along the westerly Right-Ot-Way line
of said FM 528, a distance of 45U.08 f.eet to a 1/2 inch iror� rod
�_ found for the PLACE OF HEGINNING of the herein described tract;
THENCE r'orth 32'32' 4?" East continuizg alon�? the Nester:Ly Righ�-
. Of-Way line of said FM 528, a distance of 1.74.13 feet to ar, angle '
point;
THENCE North 33'00 'S2'° E3st r_ontinuing along the new westerly
- Right-Of-Way line af said FM 52&,_ a distance of 4R9 .68 feet to a � :
concrete monument found for an angle point; � ..
THENCE North 32°U3 `5�0i East continsing a�or.g the new westerly .
. lir.� of said F'M 528, a d+atance oi 4?5,7_� `_eet }a a concrete � �'
inonument found for a gaint �f curvature;
� THENCE continuing alor,g the new wc�terly Right-of-•Way line of .
said FM 528, being along a curve t� the ieft, Yiaving a radius of
5,639 .58 '� feet, � �u centrai angle of 00 'S5� 23°', �:. arc lerigtn of :
90.84 feet� a chosd bea.ring of Nor-t-h-32'05' 06" Gast and a chord
distan�.e �i 90. 84 feet to a 5/8 inch iron rod set {cr cozner in
the southerly Right-Of-Way line of Moorz �oad, as fenced and
occupied; _
THENCE Nortn EO'06 '48" We9t along th� fencEZ ar.d occupied
southerly Right-Of-Way line of said Mo��e :2oad, a di:�tance of
1,573.78 feet to a 1/2 inch iron rod set for c�rnar;
THE[�fCE South 00'C3'30" We�'t a distar�ce of 826.41 feet t� a 1/"L
inch iron �od found for corner; '
THENCE- �North 64 '�7'S2" East a c�istance �f. 327. G3 feet to a 1/2
inch iron ro� set far corner; �
THENCE �out;� 2'S'd2'0&" Easz a ,distance oL °°O.�Q feet to « 1/2
inch iron rod set iar cornez; �
THENCE s�uth 57'2?'13'' East a di�tarice �f 5Q5��0 feez to the •
PLACE OF BEGINNTi�G of the �erein describeci t�nut and cor,t�inin4 -.�
� within these casls 1,181,188 sasare fee` oz 27.1163 acres of
land.
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�}Zl�iance Nam� I?�s�cric�tion LNSZCi�cc� Ser�l�
� � Amana Free-of-Frost Freezer N/A SA-35625153
: � Realistic (v1PA-40 Pubiic Address Ampiifier 32-2032A �4708
BevFrage-Air Cool�r DG��83 8222�98
• Kenm�re Refrigerator 105.f 699312 593924052
A� �nc. H�od Vent N/A 3Q30-24
U.S. Rance 8-Burner Gas Grili N!a N/A
. Vulcan Gas Fryer TK-�55 3�N435
Idea-Gold Series r=ood &Topping Warmer TW1/-24 4834
;`.:� 5harp Commerciai Microwave R-23BT 2198
Eagle Warmer B�rV-2-�20 9002009
Casio Cash Register PCR-308 2283?�
� " Manito�voc Ice Machine EY1105W' 860360934
N/A Stainless Food-Prep. Tabie Nip N/A
N/A Stainless 3-Compartment Sink N/A N/.A
Lathem Time Ciock N/A NfA
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OPTIO?�I CON'I'RACT
THIS OPTION CONTRACT is made and entered into as of the day of
Dec�mberr 1996 by and between the CITY OF FRIENDSWOOD (nereinafter the
"Optionor" ) and SOUTHWEST SUNSPORTS, IN�. , (hereinafter "Optionee" ) .
Recitals
WHERFAS, Optionor is the owner of real property located at 2910
West Parkwood, Friendswood, Galveston Count�, �'exas, referrPd to in th?s
Optien Contract as the property, ar_d more particularly desc.ribed in
Exhibit "A" � which is attached tc and by this reference made a part of
this Option Contract; and
WHEREAS, Optior,ze desires to a�quire the Axcl�.�sive �ig�� �nd option
to purchase the L�rope��y at an agreed price and under speci:Ei�d terms
and cond?tionsi
WHEREAS, the parties have executec� a mem�randum� oi o�tion
concurrently with the execution of this Option Contr��t �o�l�:aining a
su:nmary of this Option Contract, wriich memorandum is to be x-ecorded, and
whic:h is incorporated herein by reference and made a part hereof;
THEREFORE� it is agreed as followa :
1. Grant of Opti�n. For the consideraticn ex�ressed in
Paragraph 3 of this Option Contract, Optionors hereby grant tc Optionee,
its suc:cessor and assigns the Pxclusive right ana option to purchase the
pra�,erty described in Exhibit "A" at the price and und�r the term� set
.for�h in the Agreement for Sa�e and Purchase or Froperty f_rom City of
Fri�ndsE.�cd t�� So��thwP�t Sunspor�s, Ir?ti. irz Exhib�t "B" , �Yhich is
attac�hed to and by t�is referPnce made a part of this Opt.ion `orrtract.
20_-- Optian Period_ The Option to gurchase th� �,ropErty shall
com,mence as of the �ime oi execution oF this contract and eont�nue ur_til
5:00 p.m. on December 3"l , 2006 .
3 . Conszder�tion. This option is granted ir con�ideration of
O�,�ionee's paymen� �o Cptionor of the sum of F��Te and 33o�1L�Oths D�llars
($�_00) , �ayable by a cashier's check dra�an to the �rd�_r of Optzonor,
i�caipt and sufficiency of w�iich is r�ereby ackr_owl�dged.
^ . ApYlica��or. Qf Cor_sideratio� tc� Purc�as� �ri�ea �f this option
is exerci�ed in accordance ��ith the terms l�ereof, then the consid�r�tion
pa;_d to Optionor hy Optionee shall apply to the p�:rchase gri.re.
5. �etention of Cansideration. If this c�ption or any extension
thereo� is not exercised, all sums pai� to nption�cr by Optionee ���ai1 Y��
retained bv Optionor in consideration of �.:.hE grar.ting of this o��:�on.
1
���! !1
EXHIB�� �
b. Ex�rcise of Opticn_ Optionee may exercise this option anytime
between (and including) December 1 , 2006 and December '1 , 2006 by
exec�tion and tender_ to Optionor of the Agreement for Sale and Purchase
of �roperty from City of Friendswood to Southwest Sunsports, Inc. ,
attached hereto as Exhibit "B" . Optioncr shall forthwith ex�cute and
deliver to Qpiionee an �xecuted copy af said Agr�ement for Sale and
Purchase of Property within five (5) days of Optionor's receipt of said
Agreement.
7 . �utamatic Terminatiora. If Optioi�ee fails to exFrcise the
option in accor�ance with the terms of this Option Contract within th�
option period or any extensic�r, thereof, then the option to purchase
granted by this Option Gontract, anci the rights thereunder of Optioriee,
shall automatically and i.mmediately �termi:late without natice.
8 . Asszgnabili� T�_ of Ox�tion. Optionee may assign the �p-"tiQn
withcu.t the prior written consent of Optionor. The assignment shall be
effective as to Optionor on writ�en notice thereof by Optionee to
Optionor.
9 . S�ci�l Provisions.
(a) City's °'B�iyout Right"_ Ir consideration of the Optionor
(City of Frieridswoad) , paying to O�tionee (Southwest Sunsports, Inc. ) ,
�the sum of $10. 00 on the c3ate of execution of this �ptian Contract,
OptioneE g�an.ts to O�tionar the right to buyout Optionee's Option to
purchase �ne real property described in Exhibit "A" in accordance with
the terms ard c�nditions setforth in Paragraph (b) below:
(b) BuYout Frocedures.
(1) Buyo�.t Price_ At ihe time the City eYerci.ses its
Buyaut r_iah`, each party ;at each part�es s�l? cost and expense) would
obtain an_ independent fee a�,praisal of the land only, on the "front
�arner ��-act" as desc:ribe� in Exhibit "C" attached hereto and
incorporated nerein for all purposes and the "remaining acreage tract"
as described in Exhibit "D" attached her�to and incorporated herein for
all purposes; as s�parat� tracts , as a basis fnr detej_min.�nc� the buyout
price for South�,�3e�t Sunsports, Inc. °s Optiore. Therefor.�f hy way of
�xam�le: if the fair market valu� of the front corner tract is
deterinincd to be $50 ,000 . 00 and the remaining acreage tract is
determin�d to be $450,0�0.00 ; the "Buyout Pr_ice" w�uid be 5500 ,a00.00 .
If the parties canr.ot agree on �i:.he fa�.r market value as datermined �y
the t�:o ir?�spendent agpraisals; a thir� independent appraisal (the cost
of which would be shar.ed by the parties) shall be perfarmed by an
appraisal. firm agreeab"le to both parties . The average value as
3etermined �y th� thre� (3) apprai�als w�sld cnnstitute the bu.�out
pric�.
(2) Citv's Exercise of °Bu�aut Ri _�t". The "buyout
right" could be exercised by the City of Frien�;sw�od at anytime between
December l, 2Q01 and December l, 20t�6, by giving written notice to
2
, . . � ,
Southwest Sunsports , Inc. , at the place provi�zd for in Paragraph 10 or
such othPr place as maybe designated in writing by Optionee.
(3) Payment of Buyout Price_ The buyout pri�e wauld be
�aid �n cash and would be due within thirty ( 30) days of the �xerG�s� of
the Buyout Right.
10. Notices. All notices required hereunder shall be given in
caritin�, mailed postage �repaid, by certi�ied mail return receipt
r_E�uested, b_y nationally recognized ��ernight air courier service , by
persona? �elivery or by �lectr�nic fac.simile to the addresses ii:d��ated
belo�, or such other places as the parties may designate i� writing to
�nA another�
OPTIONEE:
Sout�west Sun�ports, Inc_
C/Q Ban�on & Dishongh
Att�= Danny H_ Dishongh
�ne River�ay, Suite 1700
Houston, Texas 7�056
m9i : (7�3) 650-8044
F�x= (7i3� 840-630<
OPi IOi10R-
C�`g of F'riendswood
Attn: P�Lr_ i2o;�aid Cox, Cit� Mar�ager
910 South Frier_ciswood Drive
�riendswdad, `I'exas 77546
TcI: �713j 996-32Q0
�'ax= (��,�1 ��2-3722
11. Governing La�. `�his Agreement shall be governed by a��d
constru�d in accordar.ce with the laws of the State of Texas.
12. Entire Acrreemer:t. This Agreement (iilcluding e�hibits attachEd
hEreto and riereby exp�essly incorporated hereir. constitutes the entir.e
agr�ement betkTeen the �arties wyth r�s�ect to this transaction. T'hi�
Agreement may n�t �e changed or modif ied except by instrument in sari-�ing
�igned by the parties r.ereto.
13, l3ind an3 Iraure. The terms, covenar.ts and conditions h.erein
5hall �.��nd and in>?re to the benefit af the successor.s an� assigns af �Y�ie
g3�ti�s h�ret�.
14. Severabil�ty_ If any paragraphP clause or part of t�is
Ag��ert�nt is found unpnforceable, suc:h finding s�a.11 not a£fect tr�
re�naindex of_ �hi.s Aarecm�nt.
15. Hea��ncrs. The title and headinas of the sections Yiereaf ar�
sole�.y for means af refe�ence and are not intended to modify� explain or
place any construction on any of the �rovision� af this P.greement.
3
16. Au�hori�y of Parties. Optionor and Optionee represent,
warrant and covenant to each other �hat they have the full power and
authority to perform and comply with the execution and deliver�� of. this
Agreement. Further, the persons executing this Agreemert on behalf of
optionor and Optionee each hereby represent and warrant that he or she
has the requisite and necessary authority to execute th�s Agreement on
behalf �f sucri party.
�7. Enforcement. If either �ptionor or Optionee n�ust s�e to
�nforce thi.s hgreement c.r a�y document executed and �elivered in
�onnection herewith, ths party actually obtaznin� judgmer�t shall be
entitled to its court costs and attorney's fees for the action.
18. SL�-vival Qf Agr_eemen.t. ; Al1 of the terms, cvnditions ,
requirements and rights of this agreement shall survive and c�ntinue and
be binding upcn the parties after closing.
ly. �u3_� of �cnstrz:c�io^_ The parties acknowiAd�e th2t each party
and its counsel hav� revi�wed and revised this Agreement, and the
parties hereby agree that the nornal rule of construction to the effect
tiZat any a�r.biguities are to be resoived against the drafting party s�;all
not be employed in the interpretation of thi� Agreerient or a.ny
amendments or exhibits hereto.
20. Counter�axts. This Agreement m�y be executed i.n counterparts,
each of wnich shali b� desmed an original and all af which, wher� taker�
toget.her, shal� constitute one and the same �nstruniAnt, bind.ing on the
Optiono� and Optionee, and the signature of any party to any cour,terpart
shall be deened a sictnature to, and may be ap�endec3 to, any ather
cnunter�art.
-.��tn r. r.-rr r..rs a�r� • L, -S- h r.�— .-. Y� s n r i z L r�r� j'}'t�C A T^ F3171 P Y?'F'
1t'V' �fl�1PEr.J'~J wt���v'L''� i.ii2 t.�`idi�.IcS uci c^t� ii3L E eX......�...,. ... �_�_...___�
�n the dates immediately foilowir.g their signatures.
OPTIONE�:
SOUTHWEST SUNSPORTS, INC.
BY=
Name:
Title:
Dated-
CFT�.^,�i:�:
CITY OF FRIENDSi�►00I�
B�+�
Name_ E'velyn Idewman
Title: Mayor
Dated�
4
� , DESCRIPTION
� Of 27 .1163 aczes of land out of a called 92.7669 acre tract
situated in the Beatty, Seale and Forwood Survey, Section 5, '
Abstzact No. 625, and the I .�G.N.R.R. Company Survey, Section 22,
Abstract No. 616, Galveston County, Texas, said 27 .1163 .acres of
i�nd being more particularly described by metes and bounds as
follows : . _
C�MMENCING at an axle found in the north line of the I.&G.N.R.R.
Company Survey, Section 23, Abstract No. 624, said point also .
being the southwest corner of sald BPatty, Seale and Forwood
SuYvey, and also being an interior corner of said I .&G.N.R.R.
Compar.y Su�vey, Section 5;
THF.NCE South 89 '43'13" East (called North Q9 ' S0' East) a distance
of 3'_4 .83 f°et to a 4 inch X 4 inch concrete monument �ound in -
the o1�3 westerly Right-Of-Nay line of FM 528 (based on a 1.00.00 .
' foot wide P.ight-Of-Way) ; • .
THF'2�CE N�rth 32`32'97" East (called North 32'25' East) along . the '
o1d westerly Right-Of-Way line of sai3 FM 528, a distance of :
553 . 83 feet (called 563.07 feet) to a point foz corr.er; from sai� �
Fint a 1/2 inch iron rod was found, u.39 feet east; '
THENCE North 80'08 ° 94" West a distancP of E6 .71 feet to a 1/2
inch iron rod set for corner;
THENCE Nort^ 32'32 '47" East along the westerly Right--Of-Way line
of said FM 52E, a �lis�ance of 450.08 feet to a 1/2 inch ir�r. rod
�. four.d for tile PLACE OF BEGINNING of the hereir. described tract;
TH�NC:E North 32'32' 47" East continuing along the Nesterly Right-
. Uf-Way line Gf saic� FM 528, a distance of 179 .13 fee� to an angle �
poini:;
THFNCE North 33'00'S'l" East continuing along the new weste�riy
- R�gnt-Of-Way line of said FM 528,_ a distance of 989 .68 feet to a
concrete :nonument found for an angle point; ..
� THENCE Ivarth 32'03 'S1" East continuing alcng the neH westerly
line oi s�id FM 528, a distance of 475.24 feet to a cancre�e � • �
r.tonument found for a point of curvatuze; _
THEP:CE continuing along the riew westerly Right-of-w�y line cf .
said FM 52?, beirg �long a curve to the left, having a radius of
� . 5, 539 . 58 '� feet, ' -a central angle of 00'S5'22", an ar� length of :
90 .84 feet, a chord bearing of Nortt� 32'OS' 06" East and a chard
di�tance of 9Q. 84 feet to a 5/8 inch iron rod set for corner in
the southerly P.±ght-�f-Way line of Mo�ore Road, as fenced a:�d
occupled; ._
T'r':ENCE North 80'OE '48" West along the fencea and occupied
sauther_ly Right-Of-Way line of said Moore Road, a distance of
1,573.7S feet to a 1/2 inch iron rod set for corner;
THENCE South 00'03'30" West a distance of 826 .A1 feet to a 1/2
inch i.ron rod found for corner; '
•Ti;EirCE• ��Yorth o'4'ii'S2" East a �istance of 327.33 f�et to � 1�2
inch izon rod set for corner; '
THENCE South ZS'42'08" Ea�t a distance of .i50.C�0 feet to a 1/2
ir.cii iroz _od set for corner; •
THENCE south 57'27'13" East a distance of 505.00 feet to the
PLAGE OF BEGZNNING of the herein described tzact and contalning � �
wlthin these call.s 1,181,y88 square feet or 7_7.1163 acres of
land.
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A��r;�I�.�v�I �OR SA3..,.r. AIdt7 PURCHASE OF PR��F�2`T�
FROiK CITY OF FRIENDSWOOD TO SOU"�HWEST SUNSPOt-2T� , iNC.
THIS AGREEMENT FOR SALE t�ND PURCHASE QF PROP�RTY (the "Agreement" )
is made and entered into as of the day of _ _, 2006 by and
between tY�e CITY aF FRIENDSWOOD, (here�nafter the "Seller" ) and
SOUTHWES�' SUNSPORTS, INC. , (hereinafter "Buye�=" ) . The aate that this
Agree:nent has been fully executed is hereinafter referred to as the
"Effecti�e Date" .
In consideration of the mutual covenants, agreemen�s and prom�ses
of the parties contained herein, the adeqL�cy of which is h.ereby
acknowledged, the parties hereto agree as fol.lows:
1. Pro�ertv. Seller hereby agrees to se]_1 and convey to B�:yer and
Bu��er agrees to �urch�se from �eller; subject to the �cerms and
condition� described herein, �the surface esta�e of that c�rta�n real
property owned by Seller situazed in th� City of Friend���aoa� , Galveston
Caunty, Texas, as legally described in Fxhibit "A" attac��ec neret� an�
incorporated herein (sometimes hereiriafter referred t� as the 'FIteal
Property" ; .
2 . Purchase Price_ The purchase price for tne Property is TEN
AND NO/100THS DOLLARS ( $10.001 , payable as f�liotas:
(a) Upon execution of this �greement B��yer. shall deposit wit17
Statewide Ti_tle Company, loca�ed at 218 Nasa Road One, Suite 104 ,
Webster Texas or such other Tit]_e Cor.mpar.y as selected by Buyer a deposit
of Five und nol100ths Dollars ( $5 . 00) . This deposi t shall be iY1 the
form of �ood funds as defined by the Departinent of Insu.rance of the
J�c��`� vi i�e�as. m}'�° ��71���1�", �:�'1��� }la }IP�C�' � �T'1� lT� �il� ��c:i7t the S�G�e IS
comgleLed and closed as set forth herein, the d�posit SY'1r21i �s applied
as a credit against -the purchase price; a?-d
3 . Purchase of Property and ImgravemPrzt� "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
ent�ironmental nature and ccndition o� tY�ie land, tYie impx°ovements
thereon, and the fixtures and appurtenances annexed thereto, and the
personal prope�ty, if any, agreed to be trans�erre� t� the Buyer
her2under and that Buyer agrees to take said prop�r�y °AS IS" �'WHERE
IS" � ��ith no express or� implied warranty or representa�ti�n by S�:ller as
ta its physical c�nditi��, quazity of construr.ti_or� rr �;�rkmanship.
4a Ret�rn of Earnest Money Deposito If unc7.er the terms hereof,
either Buyer or Seller is entirled to receive th� �'arnest Money Deposit,
the othez• party agrees to take such actions an� execute and deliver sucl�
instrumer.ts, inst.r_uctiar�s or documents GJhich may bn reasolzahly necessary
to assure that the Escrow Agent promptly pays or -refunds the Earnest
Money Deposit to the appropriate party.
1
`� ;/
i� ��!l��� �
5. �easibilitv �eriod. Seller agrees triat Buyer will be
permitted to inspect the Prop�rty at Buyer's expense until 15 days a�ter
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 tha�c the Property is un�atisfactory, Buyer
shall have the option �o either accept the Property AS iS WHERE IS, or
terminate this Agreement by �aritten notice to Selier. The Earnest Money
Uhall be returned to Buyer �n such termination. It is under_stood that
Seller has made no agreer.tent to alter; repair or improve the Property.
If Buyer �ails to provide such written ratice to Seiler by fihe end of
the Feasi�ility Yeriod: a) this Agre�ment shall be l�inding and the
Earnest Money D�posit shall not be refunded to Buyer �sub_ject only to
the other terms and condi��ions hereof) , bl the so�e obligation of
Seller will be to delivPr possession of the Property to Buyer on the
Clasing Date, hereinafter defined, in subs�ar�t_�ally the same condition
(narmal wear and tear a�c� �asualty loss exce�ted) as existed an the date
this Agreement was A::ACLt�PI.S �y Se���r �nd cl Buyer shall be deemed to
have agreed to accept the Property on the Closing Date in an AS IS WHERE
IS condition.
6 . Closinc� of Purchase. The cl�sing of the purchase of the
�proper�y shall tak� place at the t�_tle company on or before ,��cember 3]. ,.
yGta�2006.
i�� ��
��, �`��� 7 . Title Po?ic _ �riu� �urvev. Seller shall furrrish to Buyer at
� �-� sole ccs�. and expense, an C�wner Folicy of Title Insurance
issued by the title company in the amount of the sales price, dated at
aY a.fter clas:;.�g, insurirz� Buyer against loss under the provisions of
th� Title Policy. As soon as pr.�ct�._cable, but. in no event later� than
ten (10) days �f�ar_ �he Ef�ective Date, Selier at Buyer's sc�?e cost and
�X�S�.S2� S.�"lu�i. ^u�3ZTI 3n�i rlr�l itrgr tn Rziva�'i g Te�iB.S Le�artment Of
Insurance �romu]_gat�d �ar�mitnent ��r TitlE Insurance (thE "Cr�mmitment" )
issued by the titlE company. �f Buyer has an objection to items
d�sclosed in such C�mm�_tment, Buyer sha�l have ten (10) days after
receipt of such co���mitm�r�t to review the same and given written notice
to Seller cf �ny �bjections Buyer may reasonably have to any item set
forth in the Con�mitment that mat�rially and adversely affects the
property. Ii Buye� �akes such abjectiaris, Seller shall have twent�r ( 20)
clays from the date �ucr� objections are disclosed to cure the same, and
the closing date �hall be extended, if necessary. Sell�r agrees to
exerc?se re�sanable dz�igenc:e to cu�-e such o�jecti�ns , if any. If the
objections ar� not sat�_sfiec3 within such time period, B�:y�r ma� ( i)
termir�ate this Ccntract an� tYie earnest money snall be re��zncled to
Buyer, and neither paLt�r shal� h�ve any fu��her r?ghts or obligations
�ursuant to this contract, ar (ii) waive the unsatisfiec� objections and
close the transactien a �,/��J�ylyb y��t�•14'•q�
n�
As soon as practicable, but in na �vent�ater thar. fift�en (15}
days aficer thz Effective Date, Seller, Gt �'s sole cosL and expense
shall deliver ta Buyer ari updated as--bu��lt survey, performed by a
Registered Professional Lan� Surveyor reasonably accept�ble to Seller,
Buyer, Title Company and Le::der, �f any. The surt�ey shal.� � (i) identify
�
the Property by metes and bounds or platted lot description; (ii) show
that the survey was made and st�ked on the ground with cozners
per�nanently marked; ( iii) set forth the dimensions and total area of the
proper-ky; (iv) show the location of all imprQVements , highways,
st�cets , roads, railroads , rivers, creeks , or other waterti�ays, fences
eas�i;�ents, and rights of way cn the Property with a11 easements and
r�_gh�s of T��ay referenced to their recording information; (v)sh�w ar�y
discrepar.ci.PS or cor.flicts in boundaries, any vi�ible encroachm�nts, arid
�..r.y p�r��nn of the Property lying within the I0� year floodplain as
siiowr� an the current. Federal Emergency Management Agency map; and (�i�
�cntain the surveyor's certificate that the survey is true and �orr�ct.
� . �2isk of ��ss, Damage or Des�tr-���ion. �i'he risk ef lt��s or
d�mage to the Frc�erty un±i�. transfer of titl� at cicsing, is a�svme� by
Sei.1Pr.
9 . ^lasi� Casts. ��11 closing casts shall be paid by B�uyer.
10. C].os�n� Deliveries. At closing the parties shall e�change
bet��eeiY c?�emselves, or c�eposit with a title company or any o�her part�T
r��?i��ully C'a�Sl`�'173tPC1 as tne closinc� officer, `he follcwing fund�. a:-id
�ocuments:
�a) D�ed: SeII2r shall deliver to Buyer a Warrant:� �eed tc�
the pro�erty in form and substancE in accordan.ce �ith t:�is a5r�en,ent�
du?y executed and acknowledGed hy Seller, conveying to Buyer the
pr:���rty and �mprovements �n fee simple, f.ree and ciear Qf ar�y li�����
e.zcambra�ces or exceptions �ermitted herein and su�j�ct to ar�y and all
restr�ctic�s , reservat��ns , c�venan�ts , con��iti.ons, rights-cf-way,
easAmerr�-.s , an� enc��;�ber_ances, and a1� municipal o�• othPr gover_nmental
zoning ?aws, r��u]_ativns �.nci �rdir�ances , i� dny, af�ecting the herein-
aes��i��� Prc:p°r±z `?�°rPi:� ca�l�� t�?� ���erm�tt�d �'nc�umbrances" ) .
(Y�j ��e�it�ional Dacumen�s. �eller shall delzvery such ot�ier
c�ocumer�ts and funds as may reasonably be reauired to close the �al.e i.i�
ac:cor��.nce wzttz tllis �greement.
(c) Funds_ Buyer shall deli�er cash (or immediateZy
av�ilable F�d.eral funds) for the balance of th� Purch3se Pri�e,
toge�.:her with any �dd�tional cash n�cess�ry to pay closing Gosts,
��r�r�t.�.�ns , and_ arr�y ot�er sums agreed upon to be . paic� by Buy�r
her�un��r.
(d j A�.ditia�al Documen�s. BL�er sh3ll d�live�_ c�t.h�.r
d�uu;���nts an�l funds as :��y reas�nably be req�a?reci to clase th� �al�: i.n
accox-dance with �his �greemen�.
1"1. Proratior�s. Property taxes, if any, f ei: the currc:zat year
sh�?1 Y�e proratec� �hzough the closing date.
3
i� . ���:.cial �r�visi�ri�
(al Citv Retains Ownership of Licthtinct, etc. The City �f
Friendswon� would �e entitled to retain ownership of all lighting,
lighting poles , fencing, concession equipment, and fixtures, etc. , which
the City ct�uld r�move from the propert_y nn or before recember 31_ , 2006 .
13 . Possession. Seller shali deliver possession of the Property
to Buyer on the date of closing in its present condition, ordinar� wear
and tear exce��ed.
14. Default_ If Buyer fails to comply with this agrEement, Buyer
�liali he in Gefault. Seller r��ay eithEr: enforce specific perfurmance,
seek other relief as may be provic�ed`by la��, o� both; or �eAminate this
c�nt�act anc� receive the earnest mor.ey as liq>;i�atecl aarnages, thereby
releasing �he parties fram this dgreernent. ii the property is not
conveyet� to Buyer at Closing in accor.�ance with the t�rms of tr�is
Agrce�r,ent due to a default by Selier, Buyer may either: terminate this
Agre��nent �na rec:Eive the Ear�est I�ioney Deposit {togetrie.r �ai��h interest
actu�lly ea�ned thereon, if any) ; o�, brinc; an artiori agaii;st Se11�r fcr
s�ecifi� performance of this Ag�eement.
�5. Idotices . All notices required hereunder shall ie given iii
w.riting, nailed postage prepaid, by certified mail rc�urn receipt
requested, by nationally recognizeu overnight air courier service, by
pe�sonal d�livery or by electronic facsimile to the addresses i.nrir_ated
below, or such other places as the parties may ctesignate in writing to
ar�� ar�ather:
SFLLER=
S�iz��zwest SI21'SB��'ts, TnG.
C/O B�n��yi & �ishQngh
Attn: Danny I3. T]i shon�h
One Riverway, Suite 1700
Ho�ston, 'Pexas 7?056
Tel. (713) 650-8044
F�: (713) 840-6301
BITYER:
City ot Frienciswood
�ttrp: C�ty Manag�r
�10 South Friendswood Drive
Fr�_E�d��r�od, 'r'exa:� 77546
Te?: {7'!31 996-32C3J
Fax� (7131 482-3722
i6 e Tim�. `I'ime is of the esser,ce in this AgreeM�a�� and every
provisior_ contained hereyn. Tn any ��se where a �ate for perfor.mailc� by
ei trer pa.rty shall fall on a Saturday, Sunday or 'r,.oiivay, ��:he �Lime for
performanc� shall automa�.ically exter_d to the n�xt rec�ular Lusir_ess day�
Seller shali be under no obl�gation to 2xtend any da�_es or d�adline� in.
this Agreement.
4
1; , G�v�r��ng Law. Tnis Agreement sn�l1 be gove.rned by and.
construed i� accordarice with the laws of the State of Tex�s.
lII� Enti_re Aqreement. This Agreenent (including exhibiLS G��ached
hereto and hereLy expressly incorporated herein constitutes �.he entir�
�greez:i�n-t bet+�een the par_ties with respect to �his transaction. This
Aqreemnnt may no-� be changed ar modified except by instrument in ��r-itii�c3
sign�d i�� fhe par.ties hereto.
19. Bind an�. Inure. Th� terms , cover?ants and conditions ner�in
shall �zn� and inure to the benefit of the successors and assign� of the
par�.i��s h�:�eta.
2C� Assig��e��. B��yer ma�� �ss?gn ti�is Agreement with�u� the
pr�ior wr_itten conser.t of Seller.
21. Severabilitv_ If any paragraph, clause or part of thi�
�,qreeme.«t is f�und unenforceable, such finding shall not affECt thP
r�mairz��r of this Agre�ment.
22. Hea�in�. The title and headirgs of the sect��ons hereof �re
;;c�lely f_Ur mPans of �eference and are r�ot intended to modi�y, explain �r
p�ace ary �ons�truction on any of the provisions of thi_s Agreem?nt.
23 . Auth�ritv__of parties. Seller and Buyer represent, warrant. and
c�venant to eacn other that they have the full posaer ar.d authority to
�;erforn and camply with the execution and deliv�ry nf t.his Agreement.
rur�her, �he �ersor.s executing this Agreeme:nt on behalf ai Seller and
Buyer each here�y rFpresent and warrant that he or sh.e ras the requ�site
and necessary uuthority tc ex_ecute this Agreemen�r on behalf r�f �t�cri
�a.rzy.
��._ En�orce��rit. If either Buyer or Seiler mus�_ �ue to priforcF
this Agreement or ar�y document executed an�� delivered in coilnectioii
r�ere�aiih, the party actually obtaining judgment shal� be entitled to i�s
c�urt co�ts and attorney's fees for the action.
25. Survival of Actreement. All of the t�rms, cor.ditioris,
requirements and righ�s of this agreemEnt shall surv�v� and cor.tinue and
be bii�d�na upon �he parties after closing.
26 . RLl� �'f C�nst�-uction. The parties acknow�ledge that ��ch �arty
?�c� it� caunsEl. have reviewed and retTised this Agreem�r�t.r and i�?2e
parties hereby agree �hat the normal rule of cQnstr�:ctzan �c� the effect
that any drtbictuities are to be resolved against t�e draf�iz�g paY�t�r sl����
:�ot be �m�loyed �n the interpr�tation �f -chis Agreement c�r nnv
�ntenamen�s or exhi�it� hereto.
5
27. Counterparts. 'I'his Arreemei�t may be execu�ed in c��unterparts,
Qach of c�hich shall be deemed an origznal and all of wr,ich, whe:n taken
tagether, shall constitute one a��d trie sane instrunent, bin�ing o�� the
Seiler and Buyer, and the signature of any party to any caurterpart
sh�Il b� deemed a signature to, and may be �ppznde;� to , an.y �ther.
counte�part.
28. No Representatio�s or Warranties Out�ide Ac�reement. Tt is
express?y agreed by Buyer, as a materi�l considerat.i�n for the eyecution
o� tnis Agreement by Seller, that this Agre`r�;ent ys th� ent�ire Agr.e�ment
of the parties and that neither Seller nor an•� agen.�, att^rn�y,
employee; or representative of the SP�ler has made any representation
wh.atsoever regarding the subject matter of this �ale , in.clud�:ly (withau`
limi.tin� the generality cf the foregoing) , repres�ntations as t� the
�ny�ical i�a�ii'L'c^ OY' COIiCaltlOiZ C� the land� t�1° �:?:�rev��er�ts j �thE.' �!' i�GllZ'L�S
or appur�enances annexed thereto, or the personal prop?rty, i� any,
transferre� to the Buyer hereunder, except as expressly sFt fortn
he.rein. Furthermore, Buyer agrees that in executing , delivering and/or
perforr.iing u;�der this Agreement, it rias not (anc� �hait r�o�) re7_y upur�
any statement and/or inforraation �ro� whonsoever ma�ae os- given
(incluE�ing, but not limited to, any agerit, er.iployee i. or at�er pe�sor.
repres�rA4ing or purporting to represent the Seller) direct�y oi
indir.P:,tly, verbally or in T,ariting, and Seller is n��t and shall ���t be
liabl� �r bound b�� any such stateznent and/or informatzoiz.
�N WIT�iESS WHIIZEOF, the par�ies heretc nave executed t�i1i� A�Y'.P_P?Ilc''I1t
on the dates immediately followir.g their signatures .
FiTY�R�
SOI7'I'H�iiFST SU7�SPOI�TS, i;d�.
'�f3�: -------
Na�e:
'I'it�e: Presidenfi
Dated•
SE�rLER:
C�TY OF' FRIENDSW�OD
$�' - ----
���
Title: -AIayflr
I3�ted-
6
, , � DESCRIPTION .
. i i � � � Q � ' . .
Of 27 .1163 acres of land out �a-f a called 92.7669 acre tract ' � '
� sltuated in the Beatty, Seale and Forwood Survey, Section 5, �
Abstract No. 625, and the I .�G.N.R.R. Company Survey, Section 22,
Abstract No. 616, Galve4ton County, Texas, said 27.1163 .acres of
land r�eing more particularly described by metes and beunds as
follows: - �-
COMMENCING dt an axle found in the north line of the I .&G.N.R.R.
� Company 5urvey, Section 23, Abstract No. 629, said point also
being the southwest corner of said Beatty, 5eale and Forwood
Survey, and also being an interior corner of said I .&G.Nl.R.R. .
Company Survey, 5ection 5; ...
THENCE South 89'43 '13" East (called North 89 'S0 ' East) a distar.ce
of 314 .83 feet to a 9 inch X 4 inch concrete monument found in '
the old westerly Right-Of-Way line of FM 528 (based on a 100.00 , .
foot wide Right-Of-Way) ; • . ,
� THENCE North 32'32' 47" East (called North 32'25' East) along . the ' '
old westerly Right-Gf-Way line of said FM 528, a distance of :
563.83 feet (cal].ed 56�.07 feet) to a point for corner, from said '
pinfi a 1/2 inch i�on rod was found, 0.39 feec easz; ' ,
THENCE North 60'08 '94" West a distance of 86.7? ieet to a 1!2
inch iron rod set for corner; � .
THENCE North 32'32' 47" East along the westeriy Right-Cf-'day lir�e
o: said Fi�f 528, a distance of 450.08 feet to a 1/2 inch iron rod
'� fc,und for the PLACE OF BEGINNING of the herein described tract;
THENCE North 32'32 ' 47" East continuing along the c.resterly Right-
Of-47ay line of said FM 528, a distance of. 174.13 feet to an angle
point;
THENCE North 33'00 'S2" East contlnuing along the new westeriy
� Right-Of-Way line of said FM 528,. a distance of 489.68 feet to a .
concrete monument found for an angle point;
TFiEYCE North 32'03`51" East continuing along the new westerly •
. line of said FM 528, a dis�ance of 475.24 feet to a cor.crete ' �
monument found for a point of curvature;
� ��:?ENCE continuing along the new westerly Right-of-way line oi .
said FM 528, being along a curve to the left, having a radius of
5,639 .53 " feet, " -a central angle of 00'S5'22", an ar_c lerigth cf �
9�. 84 feet, a chcrd bearing of North 32'05'06" East and a chord
distance of 90.84 feet to a 5/8 inch iron rod set for cor�e� iz
the southerly Right-Of-Way line of Moore Road, as fenced and
occupied; _
TH�,NCE No�th 80'06 '98" West along the fenced and �ccupled
sou"therly Riqht-Of-Way 31ne of sald Moore Road, a disS:ard�e of �
1,573.78 feet to a 1/2 inch iron rod set for corner;
THENCE South 00'03 '30" West a distance of 826.�1 feet to a 1/2
inch iror rod found for corner; �
THENCE- �c[orth 64'17 'S2" East a dlstance of 327.83 feet to a 1/2
inch iron rod set for corner;
THENCE South 25'42'OS" East a distance of 39Q.00 feet to a 1/2
inc�t izon rod set for corner; � . .
THENCE south 57'27'13" East a distar.ce of 505.00 feet t� the ' • °
PLACE OF HEGINNING of the herein described tract and coniainiag
Nithin these ca11s 1,181,i88 square feet or 27.1163 acres of
� land.
�-,;,: .. � . . ,.�i.1'i.�. ' 4i::. �
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EF�HIBIT i4C'°
"Front Corner Tract"
�?'o follow after surveyor provides legai description.
E'�iiIBI1' o:t�5::
"Remain�ing Acreage lract�'
To fal.low after surveyor provides legal description
r
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EXHIBIT "B"
�
WAKt�NTY DEED
THE STATE OF TEXAS
KNO"vr' ALL NIEN BY THESE PkESENTS:
COUNTY OF GALVESTON '
That SOUTHWEST SUNSPORTS, INC. a Texas Corporatiori ( '"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 ir�corporated 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.
r ���
WITNESS THE EXECUTION HEREOF as of the � � day of December,
1996 .
SOUTHWEST SUNSPO '-['S, I C. �
B �'�
\`�
Y= -
Gary Eades, President ��� �
�
THE STATE OF TEXAS
COUNTY OF GALVESTON
This instrument was acknowledged before me this ,�;�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 fcr
�,,,:.��pU the Stat f T E X A S
i;.`��z, M�l,flUY G€RL��6D
,�,��.��,� tvflTARY PUBL(C
';���,�:��t' St�te of T��xas
�',p�".fil. �:{�J.(7Q-w�-.7
�-. .�-..^ae�v'�n�.ssn�<±�-v*c�^-:,p•w*-rv sw.-.m.�
EXHIBIT "A"
Ali that certain 27.1175 acres out oF 8eatty, Seale ancl Norwood Survey,
Section 5, Abstract 625 and out of ttie 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 Suns�ort, Inc.
as filed in Official Records of Real Property of Galveston County at Clerk's
File No. 9001972 Filrli Cocle No. 006-IIO-1 B06 and beinc� more particularly
described by metes and bounds description as follows;
Commencinp at a call and found 5/8" iron rod marking the southeast corner .
of that certain 12.G751 acres tract described in a deed dated 3-24-1992
from Southwest �unsports, Inc. [o Timothy Woodliff, et al as filed in Official
Records of Real Property of Galveston County at Clerk's File No. 921 14b 1
Film Code 008-08-1249 and being a point on the westerly �ight-of-way of
FM 528 (rigl�t-of-way varies) as established by tl�at certain right-of-way
deed dated S-C�1-1989 from �Pt's Pl�y Ball, I�?c. to ii�e State of Texas filed
in Official Records oF Real Property of Galveston County at Clerk's File No.
8925471 Film Code No. 006-56-05F37; 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 markinc� lhe POfNT OF F3EGINNING of herein described tract;
Thence the followi�g courses with the said westerly right-of-way line of FM
528 (right-of-way variesl;
Tfience N 32° 32' 47" E - 174.13' to a call and found brass disc in concrete
for angle point;
Tf�ence N 33° O1' 36" E - 489.86' (deed N 33° 00' 52" E - 489.G8'1 to a
call and found brass disc in concrete for angle point; .
Thence N 32° 03' 01" E - 475.33' ldeed 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 I�aviny 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 3�° 05' 22" E - 90.57' (deed N 32° 05' 06" E - 90.84') to a
set 5/8" iron rod for corner marking the interseetion o( the southerly ripht-
of-way line of Moore Road and tl�e wes[erly ri�iit-of-way line ot said FM
528;
Thence N 80° 06' 48" W - 1,573.78'rwith tl�e soutl� line of said Moore
Road to a set 5/£3" iron rod for corner;
Tf�ence S 00° 03'.30" W - 826.41' with tt�e weste�ly line of said Southwest
Sunsports, Inc. Tract to a call and found 1/2" iron rod for corner;
Tl�ence N 64° 17' 52" E - 327.83' with the nortfierly line of t��at certain
tract described in a deed dated 3-24-1992 from Soutf�west Sunsports, Inc.
to Timotfiy Woodliff, et al filed in OfFicial Records of Real Property of
Galveston County at Clerk's File No. 9211451 Filrn Code No. 008-08-1249
to a set 5/8" iron rod for corner;
Thence S 25° 42' 08" E - 390.00' continuing witl� tlie nortl�erly line of said
Woodliff Tract to,a set 5/8" iron rod for corner,
Tf�ence S 57° 27' 13" E - 505.00' continuin� witl� tl�e northerly �ine of said
Woodliff Tract to the POINT OF BEGINNtNG and containing 27.1175 acres
(1,181,238 square (eet) 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 princ.ipal amount of $70 , 000 . 00 , executed
August 11 , 1989 , by Let's Play Ball , Inc. , payable to the order of
Gary Eades, Trustee, which NoLe 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 describ2d or Exhibit "�" 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 acknowledaed, hereby RELEASES, and DISCHARGES
the Property from said Lien. J
EXECUTED this � day of r 1996 .
��
Gary Eades, Trustee
STATE OF TEXAS *
�
COUNTY OF HARRIS *
' is ins�rument was acknowledged before me on the� / ' "vday
or , lyy6 , by ry �ades, �i�ru Aee.
f �
��"`� 44ELODY GERLA�00 Notary Pub in and for
•'c���" !vOT�RY PUBLIC the State T E X A S
�;5':;i;:.y���+�_�� St;:.t� at T��x3s
=��-- �r.;-;:�r:. �'t�.0�-21.-97
._ , . ..�-•-,-..w,�=:.��..:�,�.,z�..Y..m�-..a
AFTER RECORDING RETURN TO:
BENTON & DISHONGH
Att: Danny H. Dishongh
One Riverway, Suite 1700
Houston, Texas 77056
. � EXHIBIT "A"
All that certain 27.1175 acres out of Beatty, Seale ancl Norwood Survey,
Section 5, Abstract 625 and out of the 1. & 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 Suns�ort, Inc.
as filed in Official Records of Real Property of Galveston County at Clerk's
File No. 9001972 Filrn Code No. 006-BO-1II06 ancl beinc� more particularly
described by metes and bounds descriplion as follows;
Commencin{� at a call and found 5/8" iron rod iT�arkinc� tl�e southeast comer .
of that certain 12.G751 acres tract described in a deed dated 3-24-1992
from Southwest �imsports, Inc. to Timothy Woodlifi, et al as filed in Official
Records of Real Property of Galveston Counly at Clerk's File No. 9211451
Film Code 008-08-12�9 and being a point on the westerly ric�ht-of-way o(
FM 528 (ric�ht-of-way varies) as established by ihat certain right-of-way
deed dated 8-Oi-1989 from �et's Play Ball, inc. to ti�e State of iexas fiied
in Official Records of Real Property of Galveston County at Clerk's File No.
8925471 Film Code No. 006-56-0587; Tt�ence 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 aEGINNING of herein described tr�ct;
Thence tl�e following courses with ti�e said westerly right-of-way line of FM
528 (right-of-way varies); �
Tlience N 32° 32' 47" E - 174.13' to a call and found brass disc in concrete
for angle point;
Ti�ence N 33° 01' 36" E - �F89.B6' ideed N 33° 00' 52" E - 489.68') to a
call and found brass disc in conerete for angle point; .
Thence N 32° 03' O1" E - 475.33' (deed N 32° 03' ,51" E - 475.24') to a
call and founcl 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 3�° 05' 22" E - 90.57' (deed N 32° 05' 06" E - 90.84') to a
set 5/8" iron rod for comer marking the intersection of the southerly right-
of-way line oF Moore Road and tf�e westerly right-of-way line ot said FM
528;
Thence N 80° 06' 48" W - 1,573.78''with the south line of said Moore
Road to a set 5/F3" iron rod for corner;
Thence S 00° 43'30" W - 826.41' with the westerly line of said Southwest
Sunsports, Inc. Tract to a call and found 1I2" iron rod for corner;
Thence N 64° 17' 52" E - 327.83' with the no�tlierly line of that certain
tract described in a deed dated 3-24-1992 from Southwest Sunsports, Inc.
to Timothy Woodliff, et al filed in Ofiicial Records of Real Property of
Galveston County at Clerk's File No. 9211451 Filrn Code No. 008-OF3-1249
to a set 5/8" iron rod for corner;
Thence S 25° 42' 08" E - 390.00' continuing witl� the nortl�erly line of said
Woodliff Tract to,a set 5/8" iron rod for corner,
Thence S 57° 27' 13" E - 505.00' continuiny with the northerly line o( said
Woodliff Tract to the POINT OF BEGINNING and containing 27.1175 acres
(1,181,238 square feet} of la�d mo�e or less.
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• Tha� Afiian� �iwe5 no pasL due r�ederal or �tate 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. Al1 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 materiai 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 #
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 h�s r.�t herAtofore sold, contra�ted 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 Approximat� Rmaunt
� �.�� `-Q
k. No loans of any kind on such property except the
following:
Creditor Approximate Amount
�l, ��/L.�.O
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 �day of ✓a� 19 �
—, �.
SOUTHWEST SUNSPORTS, INC. -
By: Gary Eades, President
SWORN TO AND SUBSC�2IBED BEFORE ME, by the said ��-c�'e-�
at
this the / � day of � � - 19 ,
. , g�.
--�
, �
��
Nota y Pu � ' c in and f or
ao`�"ri~4¢ MELODY GERtANa ���-(�/ County, Texas.
,�j�-1�F NOTARY PI�BLlC
:`"� ,,�` State of T=�xas
° �``yr����� Comm. Exp. 04-27.-97 �
,_..-
- ..�.....,�:w�.,..--,•�..,��-..��...�
Forwarding Address of Seller
�3 � ��� _ s���'s
.___--
- s�or� �,Y . ; ;�,�
�
Phone ��1� � �����
--�
AFFIDAVIT AS TO DEBTS AND LIENS PAGE 3 OF 3 GF #
� EXHIBIT "A"
AU that certain 27.1175 acres out of BeaUy, Seale and Norwood Survey,
Section 5, Abstract 625 and out of ttie I. & G. N. R.R. Co. Survey, Section
22, Abstract 616 and b�ing 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 Co��nty at Clerk's
File No. 9001972 Fiim Code No. 006-IIO-1806 and beinc� more particularly
described by metes and bounds description as follows;
Commencin{� at a call and found 5/8" iron rod markinc� ttie soutt�east corner .
of that certain 12.G751 acres tract described in a deecl dated 3-24-1992
from Soutt�west �unsports, Inc. to Timoti�y Woodliff, et al as filed in Official
Records oI Real Property of Galveston County at Clerk's File No. 9211451
Film Code 008-08-1249 and being a point on ti�e westerly rigt�t-of-way of
FM 528 Irigl�t-of-way varies) as established by tliat certain right-of-way
deec� dated S-Q1-198� from Let`s Ptay Ball, Inc. to the State of Texas fiied
in Official Records of Real Property of Galveston County at Clerlc's File No.
8925471 Film Code No. 006-56-05f37; Thence N 32° 32' 56" E - 450.09'
with the westerly righc-of-way line �f said FM 528 to a call and found 1/2"
iron rod rnarking lhe POINT OF BEGINNING of herei� ciescribed tract;
Thence the following courses with it�e said westerly riyfit-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;
Tlience N 33° O1' 36" E - 489.86' (deed N 33° 00' 52" E - 489.6F3') to a
call and found brass disc in concrete for angle point; _
Tl�enco 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 havinc� a radius of 5,639.58' and a central angle of 00° 55'
12",
Thence wilh said curve an arc distance of 90.57' and a chord bearing and
distance of N 3�° 05' 22" E - 90.57' (deed N 32° 05' 06" E - 90.84') to a
set 5/8" iron rod for comer marking the intersection oi the southerly right-
of-way line of Moore Road and the westerly rigiit-of-way line ot said FM
528;
Thence N 80° 06` 4f3" W - 1,573.78'"with tl�e soutl� line of said Moore
Road to a set 5/�3" iron rod for corner;
Thence S 00° 03'30" W - 82G.41' with the westerly line of said Southwest
Sunsports, I�c. Tract to a call and found 1/2" iron rod for corner;
Thence N 64° 17' 52" E - 327.83' with the nortf�erly line of tl�at certain
tract described in a deed dated 3-24-1992 from Soutl�west Sunsports, Inc.
to Tirnotliy Woodliff, et al filed in Official Records ot Rea) Property of
Galvestoi� County at Clerk's File No. 9211451 Filrn Code No. 008-Of3-1249
ro a set 5/8" iron rod for corner;
Thence S 25° 42' 08" E - 390.00' continuin� witl� lf�e no�tl�erly line of said
Woodliff Tract to,a set 5/8" iron rod for corner;
Tt�ence S 57° 27' 13" E - 505.00' co�tinuinc� witl� tl�e northerly line of said
Woodliif 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
7 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
Dcl?urs ($10. 00) and other good and valuable consideration in hand
paid ta Seller by Buyer, does hereby grant, sell , assign, transfer,
convey and deliver to Buyer the following;
(1) Al1 of the Personal Property described in Exhibit "B"
attached hereto and incorporated herein for all purposes;
(2) The Agreement dated April l , 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 Seiier but
not otherwise.
EXECUTED as of the date first hereinabove written.
SELLER:
SOUTIiti T S P S��L41�
By: f�
Name: �
Title:
Dated: ��l�-j �
BUYER:
CITY OF FR ENDSWOOD
By:
Name: Eve yn Newman
Title: Mayor
Dated:_1�-r/7�'�!lc
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 Officia� Records of Real Property of Galveston County at Clerk's
File No. 9001972 Film Cocle No. 006-£i0-1806 and being more particularly
described by metes and bounds description as follows;
Commencinfl at a call and found 5/8" iron rod markinc� the soutf�east corner .
of that certain 12.6751 acres tract descri�ed in a deed dated 3-24-1992
from Southwest �unspor[s, Inc. to Timothy Woodliff, et al as filed in Official
Records of Real Property of Galveston County at Clerk's File No. 9211451
Filrn Code 008-OS-1249 and being a point on the westerly rigfit-of-way o(
FM 528 (right-of-way varies) as established by that certain right-of-way
deed �lated 8-01-1989 irom Let's Flay E3all, Inc. to ihe Stale of Texas filed
in Official Records of Real Property of Galvescon County at Clerk's File No.
8925471 Film CocJe No. 006-56-0587; Tlience N 32° 32' 56" E - 450.09'
with the weslerly right-of-way Nne ef said FM 528 to a call and found 1/2"
iron rod marking the POINT OF BEGINt�lING of hsrein cles�ril�etl tract;
Thence tlie following courses with tl�e said westerly rigfit-of-way line of FM
528 (ric�ht-ot-way varies);
Tlience 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 i� concrete tor anyle 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 i�aving 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 3�° 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 tl�e southerly right-
of-way line of Moore Road and ttie westerly rigl�t-of-way line ot said FM
528;
Thence N 80° 06' 4£3" W - 1,573.78''with the south line of said Moore
Road to a set 5/f3" iron rod for corner;
Thence S 00° 03'.30" W - 826.41' witf� 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' witl� the norti�erly line of that certain
tract described in a deed datec! 3-24-1992 from Soutl�west Sunsports, Inc.
to Tirnotliy Woodliff, et al filed in OFFicial Records of Real Property oF
Galveston County at Clerk's File No. 9211451 Filrn Code No. 008-0£3-1249
to a set 5/8" iron rod for corner;
Thence S 25° 42' 08" E - 390.00' continuing witf� tf�e norti�erly line of said
Woodliff Tract to,a set 5/F3" iron rod for corner;
Tt�ence S 57° 27' 13" E - 505.00' continuiny witl� tl�e northerly line of said
Woodliff Tract to the POINT OF BEGINNING and containing 27.1175 acres
(1,181,238 square feet) of iand more or less.
ARr�liance Nam� Q��cribtion �dodel No Serial No
� Amana Free-of-Frost Freezer N/A SA-35625153
: Realistic MPA-40 Public Address Amplifier 32-2032A 14708
Beverage-Air Cooler DD�83 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
, Sharp Commerciai Microwave R-23BT 2198
Eagfe Warmer BW-2-120 90�2009
Casio Cash Register PCR-308 228371
Manitowoc Ice Machine EY1105W 860360934
N/A Stainiess Food-Prep_ Tabie NIA N/A
N/A Stainless 3-Compartment Sink N/A N/A
Lathem Time Clock N/A N/A
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��ORANDUM 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 herehy grants, for valua�ls 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:
SOUT TS, _
By:
Name: -�
Title:
Dated- r /��/�(Q__
OPTIONOR:
CITY OF FR ND OOD
BY=� J
Name: Ev yn Newman
Title: Mayo
Dated- �- / �
State of Texas §
County of Galveston §
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.
� � ` °``�
Notary Publ�lc - State of Texas
�
��=:�. MEl.ODY GERLR�D
;.,��,.: t�; NOTARY PIiBLlC
�L �t� Statp of T��xas
-^..�4F..itiF/t �'p�f^.. EX,�J. Q4'2�.':7 1
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State of Texas §
County of Galveston §
This instrument was acknowledged before me on this ��ay of
December, 1996 by Gary Eades, President of Sou hwest Sunsports , Inc. on
behalf of said corporation. ;? � �
` ' -
Notary Pub i � - State of Texas
.�' "� ME�ODY GERtI�ND
�`''c��`�i° N�TARY Pt�iLl�
,:��E�,�:
�°' � •�i State af T��xas �
;�}T/ C^c^m. Ex�.Od-21-�7 7
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2
' � EXHIBIT "A"
AU that certain 27.1175 acres out of Beatty, Seale and Norwood Survey,
Section 5, Abstract 625 and out oi the I. & G. N. R.R. Co. Survey, Seclion
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 Counry at Cierk's
File No. 9001972 Film Code No. 006-80-1806 and beinc� more particularfy
described by metes and bounds description as follows;
Commencinfl at a call and found 5/8" iron rod markinc� tlie souti�east corner .
of that certain 12.6751 acres tract described in a deed dated 3-24-1992
from Southwest ySunsports, Inc. to Timothy Woodliff, et al as filed in Oificial
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 rigl�t-of-way of
FM 528 irigi�t-of-way varies) as established by that certain right-of-way
cieed dated 8-01-1989 from Let`s Pfay Ball, Inc. to tl�e State of Texas filed
in Official Records of Real Property oi Galveston County at Clerk's File No.
8925471 Film Code No. 006-56-0587; Tfience N 32° 32' S6" E - 450.09'
wiih 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 tl�e said westerly rigt�t-of-way lino of FM
528 (ric�ht-oP-way varies►; -
Thence N 32° 32' 47" E - 174.13' to a call and found brass disc in concrete
for angle point;
Tfience 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' O1" 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 I�aving 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 ct�ord bearing and
distance of N 3�° 05' 22" E - 90.57' (deed N 32° 05' 06" E - 90.84') to a
sat 5/8" iron rod for comer marking the intersection of the southerly riflht-
of-way line of Moore Road and tlie westerly riglit-of-way line ot said FM
528;
Thence N 80° 06' 48" W - 1,573.78'rwith the soutl� line of said Moore
Road to a set 5/II" iron rod for corner;
Thence S 00° 03'.30" W - 826.41' with the westerly line of said Southwest
Sunspo�ts, Inc. Tract to a call and found 1/2" iron rod for corner;
Thence N 64° 17' 52" E - 327.83' witt� the nortlierly line of tl�at certain
tract described in a deed dated 3-24-1992 from Soutl�west Sunsports, Inc.
to Timothy WoodliFt, et al Filed in OFficial Records of Real Property of
Galveston County at Clerk's File No. 9211451 Film Code No. 008-0F3-1249
to a set 5/8" iron rod for comer,
Thence S 25° 42' 08" E - 390.00' continuinc� witl� tf�e noFtl�erly line of said
Woodliff Tract to,a set 5/8" iron rod for corner;
Ttience S 57° 27' 13" E - 505.00' continuinc� witl� tlie northerly line of said
Woodliff Tract to the POINT OF BEGINNING and containing 27.1175 acres
t1,181,238 square feet? of fand more or less.