Flled

09 November 6 P2:07
Jerry Deere
D M c t Clerk
Blruorla D M c t

BRIARWOOD HOLDINGS, LLC 0 IN THE DISTRICT COURT

0
Plaintiff 9
0
VS. 0
0
CITY OF FREEPORT ECONOMIC 0 OF BRAZORIA COUNTY, TEXAS
DEVELOPMENT CORPORATION 0
0
Defendants

PLAINTIFF'S ORIGINAL PETITION

TO 'THE HONORABLE JUDGE OF SAID COURT:

COMES NOW Plaintiff, BRIARWOOD HOLDINGS, LLC (Plaintiff' or "Briarwood"),

and complains of Defendant, CITY OF FREEPORT ECONOMIC DEVELOPMENT

CORPORATION ("Defendant"), and for causes of action would show the Court the following:

I.
DISCOVERY CONTROL PLAN

1.1 Plaintiff intends to conduct discovery under a Level 2 discovery plan as defined

by the Texas Rules of Civil Procedure.

11.
THE PARTIES

2.1 Plaintiff, BRIARWOOD HOLDINGS, LLC, is a Texas limited liability company,

with its principal place of business located at 291 1 Turtle Creek Boulevard, Dallas, Texas 75219.

2.2 Defendant, CITY OF FREEPORT ECONOMIC DEVELOPMENT

CORPORATION, is a Texas corporation and may be served with process by serving its

registered agent, Lee Cameron at 200 West 2ndStreet, Freeport, Texas 77541, or wherever else

he may be found in this State.

 111.
JUFUSDICTION AND VENUE

3.1 Jurisdiction is proper in this Court because the damages sought by Plaintiff

exceed this Court's minimum jurisdictional limits, and the parties to this lawsuit are all subject to

jurisdiction in the State of Texas.

3.2 Venue is proper in Brazoria County because all or a substantial part of the events

giving rise to this dispute occurred in whole or in part in Brazoria County, Texas. Further, this

case'involves the sale of real property and the real property is located in Brazoria County.

IV.
STATEMENT OF FACTS

4.1 Plaintiff would respectfully show that it entered into agreements with Defendant

to purchase the real property as more specifically described on Exhibit "A" attached hereto and

incorporated herein for all purposes ("Henderson Tract") and lease the Henderson Tract along

with other real property owned by Plaintiff to Defendant to be used for the design, construction,

maintenance and operation of a marina facility with docks and related facilities. A copy of the

Lease by and between Plaintiff and Defendant is attached hereto as Exhibit "B" and incorporated

herein for all purposes (the "Lease").

4.2 Plaintiff is, as has been ready and willing to purchase the Henderson Tract from

Defendant. On May 24, 2007, Defendant held a meeting in which it voted to approve the sale of

the Henderson Tract to Plaintiff. See copy of minutes from meeting, affidavit executed by Lee

Cameron former Director of Defendant, and email correspondence from Lee Cameron dated

May 15, 2007, all are attached hereto as Exhibit "C", "D" and "E" respectively and incorporated

herein for all purposes. However, to date, Defendant has failed to fulfill its obligations and

convey the Henderson Tract to Plaintiff, notwithstanding continued efforts by Plaintiff to

conduct the sale.

 4.3 Plaintiff has complied with all conditions precedent to recovery in this lawsuit.

V. SPECIFIC PERFORMANCE

Plaintiff would show the Court that it is entitled to specific performance requiring

Defendant to sell the Henderson Tract to Plaintiff for Two-Hundred Thousand Dollars and

No/100 ($200,000.00) as previously agreed to by the parties.

VI. COMMON LAW AND STATUTORY FRAUD

Plaintiffs' claims arise out of a "transaction involving real estate" under Tex. Bus. &

Com. Code Section 27.01. Defendant has continually strung Plaintiff along stating the

conveyance of the Henderson Tract from Defendant to Plaintiff was in the works and would be

completed in due course. The misrepresentations of the Defendant constitute representations of

past or existing material facts. Such misrepresentations were made by the Defendant to the

Plaintiff for the purpose of inducing Plaintiff to enter into the Lease with Defendant. Plaintiff

justifiably relied on Defendant's representations executing the Lease. As a result of this reliance,

Plaintiff suffers actual damages. Plaintiff would show that Defendant's conduct was done

knowingly, intentionally, and was the product of fraud, giving rise to the recovery of exemplary

damages.

VII. ATTORNEYS' FEES

Plaintiff has made demand upon Defendant for specific performance of its agreement to

convey the Henderson Tract to Plaintiff and Plaintiff would show the Court that the recovery of

attorneys' fees is authorized under and according to the provisions of Section 38.001 et. seq. of

the Civil Practice and Remedies Code. Plaintiff further asks recovery of and from Defendants

for reasonable attorneys' fees (and conditional awards in the event of an appeal), inasmuch as

Plaintiff has been required to employ the undersigned attorneys to file this suit and has agreed to

pay them a reasonable fees for their services, for which it now sues.
 VIII.
REOLTEST FOR RELIEF

WHEREFORE, PREMISES CONSIDERED, Plaintiff TEXAS PIPE & SUPPLY

COMPANY, LTD. prays that:

1. Defendant be cited to appear and answer herein.

2. That upon final hearing of this cause, Defendant be required to convey the
Henderson Tract to Plaintiff for Two-Hundred Thousand and No1100 Dollars
($200,000.00).

3. Plaintiff prays, in addition, for recovery of court costs and attorney's fees incurred
in this action and pleaded hereinabove.

4. Plaintiff prays for pre-judgment and post-judgment interest to the extent provided
by law.

5. Plaintiff prays for such other and further relief to which it may be justly entitled.

Respectfully submitted,

TSB #037767& '

Tanya N. Garrison
TSB #24027180
Eleven Greenway Plaza, Suite 1400
Houston, Texas 77046
Telephone: (7 13) 96 1-9045
Facsimile: (713) 961-5341

ATTORNEYS FOR PLAINTIFF

 EXHIBIT "A"

Henderson Tract- former home to Trico, with 200 feet frontage on the Old Brazos River, also
known as Tract 111, Block 1C, Freeport Townsite, .38 acres.
 EXHIBIT "B"

LEASE AGREEMENT

ARTICLE I. BASIC LEASE PROVISIONS AND LIST OF €XI-IIBITS.

-
I.I Basic Lcase Provisions,

(a) EFFECTIVE DATE OF THIS LEASE: Shall nxan thc date of execulion of tliis Lease by the lost
ot'tlic parties hereto ns indicated on the signature p y e hercof.
(b) LANDLORD: BRIARWOOD I-IOLDMGS, LLC

(c) ADDRESS OF LANDLOKD FOR NOTICES:

Briarwood Capitnl Corp.
Attn: Mr. H. Walker Royal1
79 1 I Turlle Creck ~lvd:, Suite 1240
Dallas. TX 75219
(d) TENANT: CITY OF FREEPORT ECONOMIC DEVELOPMENT CORPORATION. a
Texas Corporntio~i

(e) ADDRESS OF TENANT FOR NOTICES:

200 West Second Sheet
Fr~xportTexas 77541
and 31 the Leased Premises

(I),,
LEASED PREMISES: Tl~nttnct of land (the "Land") in Bmzoria County, Texas (as described in
Exhibit "A atlached liercto), togcllier with a11 improvements hereon. or to bc cmcted thereon. The definition o l
"Lnnd" slr;ill include tliot portion of the Premises (or the Land) above ond below the water. which will be piers and
boar slips wilh supports, extending into tlie Old Brazos River. and which is shown on Exhibit "C'hereto.
(g) ADDRESS OF THE PREMISES:

(11) LEASE TERM: This Lense slinll beconle effective upon executiou of this Lease by both Landlord
and Tcnont. The Term o l tliis Lease sliall commence ou ~ K
J, Commencment Date (hereinaner defined) and shall
terniirlate on the last day of tlie lotir hutidred eightieth 460 hill calendar month thercnfler unless sooner terminated
ill accordance with the provisions olthis Leasc.

(i) MINIMUM RENT: Minimum Rent hereunder shall bc hie following amounts payable in advonce
on dic lint dny of each montli throughout tlie Term of tliis Lense:
/"
LEASE YEAR ANNUAL RENT MONTHLY RENT AMOUNT
Year 1 SO SO
Ycslr 2-5 S36.500.00 53,04 1.67
Yenls 6-10 $41,975.00 $3.495.42
Years 11-15 $48.27 1.25 $4,022.60
Years 16-20 555.5 11.93 $4.625.99
Yern 2 1-25 $83,838.72 $5.319.89
Years 26-30 573,414.53 $6,117.88
Ycarr 3 1-35 $84,426.7 1 $7,035.56
Ycars 36-40 $97.070.72 $8,089.23

u) PERMIITED USE: The Leased Premises shall be used by Tenant only for the design.
col~stnlction,mairltenance, and operation or a marina lhcility with docks and related Lcilities, and for no other
purpose.
(k) DROKER(S): (Sce Sectio1122.16): Brirrwwd Ca itnl Corporation is Landlord's Broker and is to
receive n real esiate colmlission pursuant to n sepnmte agreement wit[ hndlord.

(I) TENANT'S PERMITS: Thc Tenant, shnll, within 120 days following the Effective Date, apply
lor all necessary permits and povcrnmental approvals for Tenants Work at the Premises.

(m) SURVEY: When Ilie word "Survey" is used herein. the same shall meon the on the gmund survey
ninde by DamianlGallio~i& Associnlcs, dated May and June. 2003, obtained by Landlord, a true nnd correct copy of
which is a1tac11edhereto (as Exhibit "C-I") and a pnrt llereof for all purposes.

(0) RENT ADJUSTMENT: Landlord and Tenant recognize that the "Henderson Tract" is not yet
owncd by Lsndlord. I t is anlicipated that Landlord sliall acquire this tmct within 180 days. In the event that Landlord
docs not acquire this Iract. La~idlonland Tenant agree that the Minimuni Rent shall be reduced by $20.000 per year.
If Landlord does acquire tlic Hc~wlcnontnct, then Minimum Rent shall be w stated above in (i) with no redilction.

(p) OTHER DEFINITIONS OF CERTAIN WORDS, TERMS OR PROVlSlONS M THIS E A S E

ARE SETour IN ARTICLE XXII BELOW.

-
1.2 ~icnilicanccof Basic Lense Ptovisions.
. In t L event of ally conflict between the Basic Lease Provisions and the balance of this Lease. the latter
shall control. Each of the Temis contoined in the Basic Lease Provisions shall be construed in conjunction with the
remainder orthis Lease, in particulnr, the referrnccd portions tliercof,
,
u. ist of Exhibik. Tlie Exhibits andlor Addenda listed below as bring pnrt of this Lease are anached to.
incorpom\ed in, and iucto br construed m p m of this Lease for all purpose.^. Landlord nnd T e n n shall perform
their respcc~ivcobligntions stated ill such Exhibits and Addenda.
 IPLEASE PLACE A "X" MAN< IN THE SPACE PROWDCD IF EXHIBlT OR ADDENDUM IS
ATTACHED AND WRITE "NIA" IF NOT APPL1CABLE:I
X "A" Legal Description ofthe Laud (the "Premises")
-
X "B" Constn~ctionRiclcr
-
-
ARTICLE 11. LEASED PREMISES: TERM: CONSTRUCTION.
Landlotd hereby Irises o~iddemises to Tenant and Tenant hereby takes, accepts and rents from
Lntidlord on thc T e r n set forth I~crein.the Premises. together with all appurtenances specifically granted in this
Lease. Landlord l~erebywat.rants to Tennat that Landlord hns good and indefeasible title to the Premises in fee
simple.
2.2 Tenant shall havc and liold tlie Premises for the Lease T e ~ mset forth in Section l.l(h), and shall at
all timcsTitring tlw continuance of this Lease have the penceable and quiet enjoyment and possession of tlle
Premises against those claiming by. tlirouglt or undcr the Landlord, unless this Lease is sooner terminated as
liereinnfler provided.

Q Tenant shall, within I20 days lbllowing the Effective Date of this Lease, commence construction
of the improvements un tlie Prcmises (pursuant to Exhibit "B") ond in the water, and slloll. with commercially
reasonable diligence cause to be performed the Tenant's Work. pursuant to the plans and specifications therefor U~at
hove been opproved ill writing by Lnndlord: and Tenant sliall promptly install in the Premises Its tmde fixtures.
fnrnitirrc and equipnic~itnot later tltan 60 days atter complelion of Tenant's Work, and promptly open for business
tl~ereafrcr.
T e t ~ n ~nck~~owlctlges
~t und ngrecs (unless expressly otherwise provldcd in thls Lease) that
Teaant's obligntlon to piy rent hereunder is not dependent upon the condition of the Premlscs or the
pcrrort~~rnee by Lundlord or its obligations under this Lease, and illat Tennnt will continue to pny the rent
provided for l~ereit~ without u b ~ ~ t u m csetoff
~ ~ l , o r deduction, unless otherwise specifienlly provided for hemin,
it belng ugrsed tl~ntpnyment or Rcnl is nn independent eoventnt under tl~lsLeose.
ARTICLE Ill. RENT AND SECURITY DEPOSIT.
3.1 lltc Rent specified in this Articlc 111 shall accrue licreunder fron~the Conunenceme~itDate (see
Aiiiclc 11-7).
Te11a11tpmnlises and agrees to promptly pa to hndlord, in good and imnlediately available
ti111d.s. ot (lie times provided for I~etein,by mail or in person at tie address of hndlord as set fort11in Section I .l(c),
or sucl~other place as Lmdlord mny fm~ntime to time designnte in writing, tlic following Rent:

(3) Minimum Rent as set fort11 in Section l.l(i);

(b) Taxes as provided in Section 15.1: and 15.2

(c) All athcr sums and c l ~ ~ r gdue

e r by Tenant to Landlord undcr the terms of this Lease.

Q Ulllcss otl~erwisespecitically provided herein, all Kent shall be duc m d payable monthly, in
advance. beginning ort the Commcncemenl Date, without demnnd, notice, deduction or setoff, on the first day of
ench month during tlie Lease Term. In thc event any instnllmont of Rent is not received within seven (7) days after
hie dotc on whicli such onlolmt is due, 'lcna~itshall pay as additional rent, and as n late charge. five crcent (5%) of
the nlnotlnt pas1 due, pllts the nniount o r nny attorneys' fees tl~ntmay be reusonably incumd iy
Landlord in
connection therewith for eucl~sucli Into payment. If the Commencement Dnte is not the first day of a month, the
fin1 month's Rent nnd othcr cl~arpesor Fees sliall be prornted from the Commencement Date througli and including
the last day of the molith in which the Commencement Date occun and shall be paid in ndvonce on the
Commencen~entDnte.
ARTICLE IV. USE AND CARE OF PREMISES.

&J TTl Pwmises shall be used ~ i i doccupied by Tenant only for tlre Permitled Use, and for no othn
purpose or use. without the prior written consent of Landlord.
4.2 The term "Hinordous Substances," ns used in this Lease, shall mean pollutants. contnminants,
toxic or hawrdous wastes, radioactive materials or any otller substnnces. the use andlor the removal of which is
requircd or the use ol'wl~ichis restricted, prohibited or penalized by any "Environmental Law," (which term shall
mcalt nny federnl, state or local stntute, ordinance, rekulntion or other law of a governmental or quasl-governmental
autliority relating to pollution or protectloll of human henlth or the environment or tlie regulation of the stornge or
Itandling of Howrdo~lsSubstnnces). Except for tile use of minor amounts of cleaners or solvents or other substances
necessary for Tenant's opention ol' its business as allowed herein,(wliich use by Tenant shall strictly co
npplicable Envimninentnl Law), Tenant hereby a p e s that:.(i) no activity by Tennnt will be c o n d u c ~ ' ~ ~ t ~ ~
Premises that will produce any Haznrdous Subshncc; (ii) the Premises will not be uscd in any manner for the
storolre of any Hawrdous Substances: (iii) Tennnt will not ermit any Hnznrdous Substances to be brought onto the
~rcm?scs. If nt ally time during or nncr the Term of this l!eosc, any Hazardous Substance is found located on the
Premises resulti~>glion1 the actions of Tenant. Tennnt's agents, etnployees or contractors. or nnyone for whose
nctions Tenant is liable, the same sl>allat Landlord's election cither (x) be immediately removed by Tenant. with
pmpcr disposal. and all requircd clean-u procedures shall be diligently undertaken by Tenant at its sole cost
pursunst to all Environmental Laws or [y) Landlord will liold Tennnt responsible for all costs of inspection.
monitoring nndlor remediation. Tcnant sl~allmake all notifications and shall obtnin and ~nnintainin full force all
permits, licenses, registrations. or similar n~~thorizations
required under any Environmentnl Law for the opentions or
activities of Tenant or its Permitees ot tlie Premiscs. Tennnt agrees to indemnify and hold Landlord harmless from
nll claims. dcmmds, actions, liabilities. WSIS,ex enses. damoges. pennlties and obligations of any nature (including
reasonnble attorneys' fees inc~tnedby ~nndlordyarising from or ns a result of any contominntion of the Premises
with Hazardous Substa~rcesresulting fi'oni tlie actions of Tenant. Tenant's ngents. employees or contnctors. or
anyone for who= actions Tenant is lioble, or otherwise arising from the usc of the Premisu by Tenant. Tenant shall
not instnll or allow to be ittstnlled any rbovegroond or underground stornge tank for Haznrdous Substances witl~out
I I.:\I~HllI2?MIO5W4I U4RI).DwIUEOI Iniliabl:
Tcn.mr:
Pngc 2 Luadlunl
*NDCAUSEs A(JTION RESULTKG FROMOR. ARISTNG .B-m
c.,i "-l.o-LLArI.6N-
Oi
NON-PERFORMANCE OF ANY COVENANT OR CONDITION IN THIS LEASE OR FROM THE USE OR
OCCUPANCY OF THE PREMISES. OR FROM ACTS OR OMISSlONS OF TENANT OR ITS PERMITEES I N
OR ABOUT THE PREMISES. OR ANY VIOLATION OF LAWS. ORDINANCES. RULES OR REGULATIONS
(INCLUDING, WITHOUT LIMITATION. VIOLATIONS OF ENVIRONMENTAL LAW), WHICH INCLUDES
INJURIES OR DEATH OF ANY PERSONS. OR DAMAGE T O ANY PROPERTY, OCCURRINO DURING
THE TERM O F TI.IIS LEASE.

(a) TCIIOII~SIIOII throughout the Lease Term carry and maintain, at Tenant's cost and expense,
the following types of i~lsuronce.in tllc amounts specified and in the forms h e n i n a k r provided:

(i) commercial general liability insurance on an "occurrence" basis against all

claims on account of liability ofTenant, wit11 limits of not less than $2,000.000 per occurnnce and
$1.000,000 as n genenl aggregate. Tenant's commercial gencml liability insurance shall include
Broad Form Property Damage, with a limit of 51.000,000 per occurrence, it being the intent of
Landlord ond Te~lontIllat Tenant's contnchlal liability coverage will provide covenge to the
morimun~extent possible ofTenant's indemnification obligations tinder this Lease; and

(ii) During the Leasc Term. the Tenant slwll maintain fire and casualty insunnce on
the Building and other inlprovemcnts al the Premises, on a replacement cost basis which insmnce
shall nunled tllc h ~ d l o r das an odditio~lnl insured. Tenant shall furnish Landlord evidence,
sotisfoctory to Londlord (u true and correct copy of such insunnce policy andlor a certificate
indicating that the same is in full force and e b c t ) at all times throughout the Lease Term. Such
policy shall. at a minimun~inatre against the perils included in the IS0 Special Clnusss of Loss
form CP1030 and any amendments or "oll risW coverage including, but not limited to, loss or
damuge due to fire ond r i s k normally included in extended covenge (flood nnd windstorm). All
policies maintained by Tenant shall be primary. and not excess over o r contributory with any
insurance nlaintail~edby Landlord. All policies shall be in a form and with a compnny reasonably
acceptable to Landlord and shall be endorsed 80 as to be non-cancekble and not subject to
rnod~ficationscxcept upon not less than thirty (30) days prior written notice to Londlord by the
insurer. If Tenant mils lo have duplicate originals or cert~ficateson deposit with Landlord at any
time during tllc Lease Term. t11c11the Landlord shall have the right (but not the obligation) aRer
seven (7) days noticc to Tenant. lo lake out and nlaintnin such olicy or policies, and if Landlord
docs so and gives notice to Tenont thereof, then the Tenant s h a i be obligated to pay the Landlord
the nnlount of the premium applicable to such policy or policies within seven (7) doys following a
demand from Landlord. Foilure of Tenant to moke any such payment to Londlord shall be trented
as ;1 default by tllc Tennnt in the payment of Rent under this Lease; ond

(iii) plalc glass insurance covering all plate glass, if nny, in the Premises; and

(iv) workcr's compensation insurance as required by law; and

(v) Tenant shall, at nU times during this Lease when. and if, Tenant is dispensing or
selling alcoholic bcvcrnges, purchase and mintnin liquor liability (or "dram shop"') insurance,
insuring both Landlord alld Tenant with limits of linbility reasonably acccploble to Landlord. Any
insurance policy shall be rcllewed at least 30 days prior to expiration or modification thereof, and
Te~wntshall filrnish Landlord with copy of each renewal policy or a certificate evidencing thot
prcmni~~ms thereon have beell paid and thot such insura~lccis in full force m d eUect. In the event
such insunnce should ever lapse, Temnt shall 1101 dispense or sell alcol~olicbeverogcs thereaftu.
or allowved nlcoholic beveru PSI to be consumed on the Premises: alld if Tenant shull do so, the
same shall constit~~tea defath under the Lease;

(vi) Tellant will obtain (and furnish Landlord with evidence of) coverage. to the
maximum cxtent available, flood insurunce;
(vii) T e n a ~ will
~ t obtain and h ~ n ~ i sLandlord
h with a separate policy for windstorm
coverage wit11 Texas Windstorm Ins~lranceAssociation; and
(viii) sucb other ins~~rnnce
ogainst olher insurable hazards as Landlord may from time
to time reasonably require.

(b) Each sucll policy shall name Landlord as an additional insured. Each such policy shall be
Tor the mutual and joint benefit and protection of Tenant, Landlord and any mortgagee of Landlord. if
reqncstcd by Landlord. and sllnll bc prlrnory insurance for all c l a i m under such policy and provide that any
i ~ ~ s u n n ccarried
e by Landlord or any other party in interest is strictly c x c w , secondary and
noncontribding with any insura~lcecarried by Tenant. Executed copies of each such policy of ins~unnceor
o certiiicate Illereof shall be deliwred to each of Landlord ond sucb other parties in interest prior to Tenant
taking possosion of thc Premises and thereafter within 30 doys prior to the expiration of each such policy.
If any policy shall cxpire or tcrnlinate, a renewal or additional policy shall be procured and maintained b
Tenant in like n n n n n and to like extent, it bcinp intended P a t t l r i n s u n m required hercundcr shall, at a i
times during the Tern1 of this Leasc, rernain In full force and effect. All such policies 6hJIl contnin a
provision thnt the company writing said POIICYwill give to Londlord and such other pnrties in interest at
least 30 hys notice in writing in advance of any ca~~ccllation. c h m e, modificntion. lapse, or the effective
date of any reduction ill the amount of insurance covange. In adiition. Tenant shall furnish Landlord a
true. correct and con~pletecopy of tl~epolicy (policies), so that Landlord shall have evidence of effective
insurance coverage lhro~~ghout tile term of thls Lease. All such public liability and property damage
policics sllall conlilin a provision that Landlord and any such other parties in interest, although named as an
i~~sured, shoI1 nevertheless be entitled to recover under anid policies for any loss occasioned to Landlord or
nny st~chother parties in interest. or to any of their respect~veservants, ogents or employees by renson of
tile negligence of Tenant.

-
9.3 Lnlldlord nnd Tunant llcrcby waive und rclcasc each other o r and from any and all rights of
I L\lll~IO2lUlIlIXI5YUI BJ80.UOCC;IU~O~ lnltial&
Tonon I

Pugc 4 Indl0 :
rccovely, claims, actions or causes ofactio~laeainst encll other, and thcir Permitees for any loss or damage that may
occur to the Premises or anv improvemenls thereon, or any personal property (includina building contents within the
Premises) by reason of rfe or'casi~altyor other e v e ~ ~ t s ~ n b r mcoGred
a l l ~ by exten&d nll rHk property damage
insurance coverage regardless of the cause or origin. MCLUDMG NEGLIGENCE OF LANDLORD OR TENANT
AND THEIR AGENTS. OFFICERS, DIRECTORS, MEMBERS, PARTNERS AND EMPLOYEES. Landlord and
T c n a ~ shoI1
~ t irnmediatcly give written notice of the ternis of mutual wnivers of subrogation contained in this Article
9.3 lo coch of their respective insurnnce compnnies which has Issued policies of insurance covering all risk property
damuge. and shall linvc the insurance policies properly endorsed to reflect the instibce cornpiny's
ucknowlrdge~nentof such waiver and the absence o f s~~brogation rights. Ench party shall provide to the other,
annually, within ten (10) days nner a request therefor, evidence that its all risk properly damoge insurance policies
have brcn so endoned.
ARTICLE X. YON-LIABILITY FOR CEIUA'AM DAMAGES,
Landlord shnll not be liable to Tenant for any injury to persons or damage to property. All
property of Tenant's Icn, stored or ~nainminedwithin the Premises shall be at Tenant's sole risk.
ARTICLE XI. ACCESS T 0 PREMISES.
hndlord shall, nt all times during the Term of this Lease, have thc right, alter reasonable notice to Tenant.
to enter upon the P ~ m i s e sat all rrosonnble hours for tlie purpose of inspecting them conducting environmental
iiispections or sampling, or curing any d e f a ~ ~ofl t Tcnnnt hereunder chnt Landlord has the obligation or right
hereunder to cure and elccts to cure. Laildlord sllall not be liable to Tenant for any expense. loss or damngc from
any such entry upon the Premises unless caused by Landlord's negligence or willfill misconduct.
ARTICLE XII. DAMAGE BY CASUALTY,
12.1 Tunant shall give prompt writtcn notice to Lnndlord of any dnmnge caused to the Premises by fire
or other c G a l t y following Teennt's discovery ofsame.
12.2 In the event the Premiscs are damaged or destroyed by tire or other casualty, insured or insurable
undcr standard fire and exlcnded coverag insurnnce. Tenant shall be obligated to rebuild and restore tlie Premises to
its conditio~iimniudiately prior to the casualty.

12.3 During any period o l reconrtruction or repair ot tlic Premises, tlus Lcase shall continue in full
force and effect.
12.4, If this Lease is terminated. it is agrecd and understood that all insurnnce proceeds received shall be
promptly del~veredto tlie Landlord.
ARTICLE X111. EMINENT DOMAIN.
If the whole, or any pnrt ofthe Floor Area of the Prcnises. shall be taken for any public or quasi-
public use under any governmental law, ordinance or regulatlon, or by right of eminent domain or by private
purchase in lie11 IliereoL and in the Tcnnnt's reasonable and good faith determimtion, Tenont would be unable
(give11the remaining area of the Premiscs) to rcstore tlie Premises to a usable condition for Tenant's marina. then the
Tennnt sliall bc entitled to Terniinate this Leose by giving Landlord written notice thereof not later than thirty (30)
days aner thc takin p, and thereupon the parties to this Lease shall be relieved from all further obli ationr hereunder,
each to the other. kliould this Leose be so cancelled. thcn proceeds of the taking shall be pailover to Landlord
except ony separate award which 'Tcna~~tis nble to receive provided same does not reduce the award to which
Landlord is otherwise able to receive. If Tenant clecls to restore the Premises oller a taking, then all proceeds of
condemnation shall be made avoilnblc to thc Tenant Ibr restontion o f the Premises. Tenont shall commence
restoration as soon as rensonnbly practical, and shnll complete the same with due diligence, subject to force majeure
delays.
ARTLCLE XIV. ASSIGNMENT AND SUBLE'ITLN(3,
J
4J Tennnt shnll not ussig~~. nlortpnge, pledge or in any manner transfer this Leose or any estate or
interest thereiti. or sublet tl~ePrcniises or any pnrt thereof, without the prior writtcn consent of hndlord. Consent
by Londlord to one or niorc msigonients, sublettings or otl~ertransfers shall not operate ac a waiver of Landlord's
rights as to mny subsequcnt assignments, s~~bleltings or other transfers. Notwithstnnding nny permitted assignment.
subletti~igor other tmnsfer. Tenant shull ut all times remain fully respo~~sible nnd liable for the poymcnt of all Rent
and for compliance with all its other obligations under this Leose.
14.2 In the event of tlic tnnsfer or assignment by Landlord of its interest in thfs Lease and in the
premisestony person or entity expressly assuming Landlord's obli ations under this Lease. Landlord shall thereby
bc relensed rrom furtlier obliptbns hereunder (following the date o!htc hnnsfer) and Tennnt shnll look solely to the
responsibility of such successor-in-interest of the Landlord.
ARTICLE XV. PROPERTY TAXES,
IS. I T o the extent tl~atTenant is not exempt therefrom Tenant shall be obligated to pay all Real Estnte
Tnses ( m i f i l l e d in .Article 32.15 below) on a timely basis during the Term of this Lease, and, before such Real
Estnte Taxes nre delinquent dnring 1116 Tcrm ol' this Leose. Upon payment of tlie same. Temnt shall fbrnish
Landlord with o copy of n pnid receipt to indicate pnynlent of sucl~tnxes. T l ~ cLandlord sliull deliver to the Te~~ant,
p p t l y nRer the snrne is received. all tax bills and invoiccs for payment of Real Estate Taxes affecting the
remises, and thc Tenant slinll pay t l ~ csame not later than ten (10) days after receipt thereof and shall then (within
I0 days aRer payn~eat)f i ~ r ~ ~Landlord
ish with evidence of payment thet.eof.
1S.Z Tenant shall pny timncly, as and when due, all toxes which nre charged. ussessed or imposed upon
d l trade fixtures. cquipmcnt ond othcr personal property of every type in the Premises, and all license fees which
niny be lawfully imposed upon the business ofTenmt cond~~cted upon the Premises.
AR'PICLE XVI. EVENTS OF DPFAUL'T AND REMEDIES.
16.1 Each o r tlie following evcnts shsll be deemed to be an event of default of Tennnt hereunder (each
oFw11icl1 is sometimes rel'erred to herein as nli "Event of Derault"):
 (a) failuw of Tenunt to pay any installment of Minimun~Rent, additional rent or any sums.
amounts. or charges providcd to be pait1 by Tenant to Landlord, hereunder when due, and sltch failure shall
continue for nlore than tcn (10) days following notice thereof from Londlorl; providcd however. that in the
evelit Landlord has liven Tennut two (2) such 10 day notices within any one twelve (12) consecutive
mon111period, no fi~rtl~er ~ ~ o t i c from
e s Lnndlord to Tcnant shall bc required during such twelve (12) month
period, and h e third default (within h e same I2 consecutive month period) shall be deemed on automatic.
uncurablc default, and no furtl~ernotices from Landlord shall be requ~red.Tenant hereby expressly waiving
all further notices from Landlord or those acting on Landlord's behalf;

(b) failure of Tcnant to complelc its coast~uctionon a timely basis, and open for business
within the period prescribed in Exhibit " B . paragraph C;

(c) lie abo~~donment

of tbc Yrenlises by Tenant;

(d) failure ofTenaut to observe or perform any othcr covenont. term or condition set forth in
tliis Lease (otl~erthan a nionelary default). and such failure continues for a period of lhirty (30) days or
more after Landlord notilies T e ~ nol'such
t failure, provided that, if the cure of such default requires more
than thirty (30) days to completu, Tenant will not be in default if Tennnt has begun s r ~ c curel ~ within the
oforesaid t h i y (30) day period, and is diligently pursuing s ~ ~ ccure.h in good kith, Tenant shall have
reasonoble nd tt~ol~al ttme lo complete sucli cure;

(e) Tenant or any Guarantor shall generally not pry its (or their) debts as they become due or
sliall admit in writing i ~ (or
s their) inability to pay its (or their) debts, or sl~allm k c a general assignment
for t l ~ ebenefit of creditors; or Tenant or any Guarantor shull commellce any care, proceeding or other
action seeking to have an ordcr for relief entered on its behalf as debtor or to adjudicate it a bnnkrupt or
insolvent, or seeking ~.eoreanization.arranpn~enfadjustment, liquidation, dissolution or composition o r it
or its debts under any law relating to bankruptcy. insolvency. reorganizntion or relief ofdebtors, or seeking
nppointnient of a receiver, trustee, custodian or other similar official for it or for 011 or any s~~bstantialpart
of ik propcrtv: or Tenant or uny Guarantor sl~nlltake any mrporatc action to authorize, or in contemplation
of. any orthe-actions set forth above in this subscction (g); or

(I) ally case, proccediny or othcr action against the Tenont or any Guarantor sl~allbe
conuncl~cedseckil~gto havc an ordcr for relief entered against it ns debtor or to havc it adjudicated a
bankn~ptor insolvent, or seeking reorpnimtion, nrmngement, adjustment. liquidation. dissolution or
composition of it or its debts under any law relating to bankruptcy, insolvency. reorganization or relief of
debtors, or seeking oppointme~~t of a receiver, trustee, custodian or other similar official for it or for all or
any substantial part of its property. and such case. proceeding or other action (i) results in the entry of an
order for reliefagnimt it which is not Fully stayed within thirty (30) business days after the entry thercol, or
(ii) shall rcmnin undismisscd for a period of sixty (60) days.
16.2 Upon the occllrrcnce of uny of such Events of Default, Landlord shall liave the option to pursue
any one o r o r e of the following remedies wirliout any notice or demnnd whatsoever, except ns expressly provided
in this Lease:

(a) Turminnte this Lease. or terminate Tenants rights (including, but not limited to, Tena~~t's
rig111 ofposscssion, but not the Lease) under this Lease (but not Tenant's obligations). and in either event
Landlord shall have tl~cright to immediate possession of the Premises and may reenter the Premises, and
remove all penons and property therefrom by ony lawfill m a n s , without being ullty in any manner of
tresposs or otherwise; and any a~rdall damages to Tenant. or persons holding u n k r Tenont, by reason of
such re-entry are hereby expressly waived; and any suclr termination or re-entry on the pnrt of Landlord
sboll be without prejudice to any remedy available to Landlord for arrears of Rent, breach of contract.
dan~agcsor otl~envise,nor shall the termination of this Leose or of Tenant's rights under this Lcase by
Landlord acting under this subsectio~~ be dcerned in any mnnner to relieve Tenont from the obligation to
pay the Rent and all oll~eraniounts due or to become due as provided in thh Lease for and during the entire
unexpired portion t1u11 ren~niningof the Lease T c n n In the event of termination of this Lease or of
Tenant's ri~litsunder tliis Leasc by Landlord 0s provided in this subscction. Tenont sholl pay to Landlord
nll eosls of renovoting and altering the Premises for a new tenant or tenants in addition to all brokerage
a ~ ~ d l legal
o r fees incurred by Landlord in connection therewitl~,and Londlord shall credit Tcnant only for
such arnollnts as are l l c ~ a l l yrcccived from sucli reletting during the remainder of the Leare Term.
Altcrnotively, at the election o r Landlord. Tenant covenants and agrees to pay as liquidated damages to
Landlord, up011any such tcrminatio~~ by Landlord of this Lease or ofTenont1s right8 undet tlis Lease, such
sun1 as at thc time o t ' s ~ ~ termination
cl~ eq~urlsthe amount of the excess. if any. ofthe then present value of
all tbc Rent which would have becn due and payable hereunder during the remainder of tl~efull Lcase Term
(had Tenant kept and perforn~cdall aveemcnts and covenants o f Tenant set fonh in this Lease) over and
above the thcn ptesent rental value ofthe Premises for said remainder of the Lease Term. For purposes of
present value calc~~lations. Landlord and Tenant stipulate and agree to a discount rate of eight percent (8%)
per nnnum.

(b) Without terminating this Lcase, enter upon the Premises, by any lawful means, and
without being y i l t y in nny manner o r trespass or olherwise and without liability for any & m g e to Temnt
or persons 1101 ing under Tennnt by reason o f SIICII re-enby. all o f which are hereby expressly waived, and
do or pcrfoim whatevcr Tennnt is obligated hereunder to do or perfom under the t e r m of h i s Lease; and
Tcnant shall rcin~burscLandlord on demand for ony ex enses o r other sums which Landlord m y incur or
expend purs~~ont to this Subsection (b), and h n d l o r t s h a l l not be liable for any damages resulting to
.Tenant from such action, whetl~crcuused by llle negligence of Landlord or otherwise; provided, however,
nothing in this sr~bsectionshall be deemed an obligation or undertaking by Londlord to remedy any such
defaults of Tellant.

(c) Pursuit of any of tl~eforegoing remedies by Landlord shall not preclude pursuit of an
otl~erremedies l~ercinprovided Lnndlord or any other rcmedies provided by low or at e uity. nor SLE
pursuit of any of the otl~errrmedies herein provided constihtte a forfeiture or waiver o?any Rent due
Landlord hereu~~der or of any donuyes accruing to Landlord by reason of the violation of any of the Terms,
provisions and covcnnnts herein contained. Forbearance by Landlord to enforce one or more of the
renlcdies hcrein provided upon an Event of Default sl~nllnot be deemed or construed to constitute r waiver
ofsuch default.
ARTICLE XVII. LANDLORD'S LIEN. SECURITY AGREEMENT A N D A'TTORNEY'S FEES.

17.1 To secure the paymellt o f all Rent and tlie performnnce of all other obligations o f Tenont
h e r c u n d r ~ c n n n tliercby g a ~ i l sto Landlord a security interest, as thnt Term is defined i n h e U n ~ f o n nCommercial
Code as adopted in the Statc of Texas, in nll cqui menl. trade fixtures. furniture, furnishings, and other personal
propeny wliicl~arc now or liercafler located on or p i c e d within thc Premises, including all proceeds thereof. To the
exlent pcrmitted by law, all lnwfrll exemptions ofsuch propcrty or nny pivt thercof are hereby waived by Tennnt and
sucl~security intercst shall be in n d d i l i o ~to~ ony statutory lien provided to landlords under the lows of the State o f
Tcxas. This Leusc sholl constitute a security mgrcement. as that term is defined i n tlie Uniform Commsrcial Code as
adopted in the Stute ofTexas. .

ARTICLE XVIII. HOLDING OVER.

18.1 In the event Tenant remuins i s possession o f the Premises aRer the expirotion o f this Lease and
witbout thccxcution o f a new leosc. i t shnll bc deemed to be occupying the Premises as a tenant at sufferance at n
nionthly Minirnuni Rent equal to I 5 W o f the monthly Minimum Rent applicable hcreunder during the last month o f
thc Lense Temi and otherwise subject to all tlie conditions, provisions and obligations o f this Lease insofar os the
same nrc applicable to u tenancy ul suffennce. Tenont shall.tndemnify and hold Lnrniless Londlord from all claims,
causes o f action, costs, losses, darnups and attorneys fees incurred by Lmdlord as a result o f such holdover.

ARTICLE X l X . FMANCING: SUBORDINATION; ESTOPPEL.

19.1 Tenant accepts U~isLease subjecl and stibordinate to any mortgage, deed of trust or other lien now
or heren~crexistingupon the Premises a i d any and all renewals, modifications and extensions tllereof. Tenant
agrees, upon demn~ldto execute such reasonable instruments subordinating this Lense as Landlord m y reasonably
request. Tenant agrees to e..tccule, and lo delivcr to Lnndlord a Subordinntion. Non-Disturbance and Atto-nt
Agreement (a "SNDA") rcquired by Landlord's mortgagee. and any subsequent SNDA which is the form rrquired by
Lnndlord's mortpge. Any SNDA will providc that if there is a foreclosure against the Lnndlord. and Tenmt is not
in dclbult under this Lanse. Tenant's use and occupancy shall not be disturbed by the foreclosing party. i& successon
or assig~ls. A t ony tin~eand from time to timc. upon not less than I 5 days' prior notice by Landlord. Tenant sholl
exccute. acknowledge and delivcr to Landlord u statement o f the Tenant i n wr~ting(the "Estoppel") to the extent that
such statement is true, certifying thnt this Leasr is in fi~li
force and effect and hos not been modified (or ifthere have
been modifications hereto. tllnt the same is in full force and effect as modified and stating the modifications), and the
dr~teslo which the Rent hns been p i d in advance, i f any, stnting whether or not, to the nctual knowledge o f Tennnt,
Landlord is in dcfault in tho keeping. observance or performance o f any covenanl, agreement, term, provision or
cmdition contnincd in this Lense and, if so, specifying each such defoult o f which Tenant may have knowlcdgc, m d
stating such otlier rnatten ns Landlord shnll reasonably rcquest, it being intended that such statement may be relied
up011by Londlord and nny pl.ospective purchoser, lessee, mortgagee or w i g n e e o f any mortgage o f the Remises or
of tlie Landlord's interest thercin. If Tet~nntfoils to deliver such written statement to h n d l o r d within such 15 days
(and without limihtion o f uny otller rights or remedies o f Lnndlord). it shall be deemed. lor all pu osa, the
language co~ltainedin the U b p p c l is me. correct mnd coni~letcin all respects, the mme as ifTenanl h a ~ r u c u t e d
the sanie in the form delivered, nnd Lnndlurd. any lender ot, lessee, or purchaser from Landlord, shall be entitled to
rely dlereon, nnd Tenant acknowledges that it sholl bc estopped from denying or contesting any statement therein set
out.
19.2 Notwithstanding anything contained herein to tlle contrary, i n the event o f any claim o f a default
by Lnndlordi~lperforming its covenn~itsor obligations hereunder. Tcnant shall not exercise m y rights it may hnve
on uucount of such default until (a) Tenant giws written notice o f such default (which notice shall spccib the exact
nnture of said default and how tlie sonre may be cured) to Lnndlord, and to each holder o f any such mortgage or deed
oftrust who has tliercrofore notified Tcnnnt in writing o f its interest and the address to which notices ore to be sent,
and (b) Lundlord or each such l~olderfails to cure or cause to be cured said dehult within 30 days from the receipt
b Latldlord and such l~oldero f such notice by Tennnt. Notwithstanding the fore oing. in the event the nalr~reo f the
nieged defal~llon t l u p r t ofthe Landlord is such that the Landlord (or LandIorBs mortgnge) will bc unoble to cure
tile sanie wilhin the oforesaid 30 da pcriod, [he Landlord shall not be considered in dehult hereunder if Lundlord
comnlcnces to cure sue11 default, wittin such 30 days, and is dilipntly pursuing the cure hereof.

ARTICLE XX. NOTICES,

A l l notices or q u e s t s provided for herein must be i n writing and must be given b y (1) de ositing
the satnc in the United Stales n~ail.addressed to the party to be notilied. postpaid. and registered or c e r t i g d with
return receipt requested; (ii)hand delivery or (iii)overnight express courier service. Notices sliall be deemed
properly given and received upon tlie second day following deposit o f the same in the United Stntes mail, or the
second dny nner delivery to an overnigl~texpress courier service i n accordance with the foregoing. Notice hand
delivered shall be deemed dclivcred on Ihc dnte o f delivery. A l l notices to be sent to either 01 the parties shall be
sent to the addresses for notice set out in the Basic Lease Provisions. as applicable. or at any other address
subscquentl~specified in writing by tlie pirtics ltereto in accordance with the foregoing notlce procedure. Notice
which is refused shall be deemed given on the first day ofattempted delivery.

I f nnd when included within the term "Landlord." as used in chis instrument, tllere are more than
one person. firm or corpomtion, all shall jointly arranye among themselves for their joint execution of such notice
specifyinp an individual at a specific address Sor the receipt o f notices and payments to Landlord which shall be the
address and nnme set out i n the Basic Leosc Provisions until such time as notice o f any change is provided. I f m d
when included within the term "Tenant," ns used i n this instrument, there are more than one person, firm or
corporotion. all shall joi~itlyorronge among themselves for their joint cxeculion o f such a notice specifying an
individual at n specitic address for the receipt o f notices and pa ments to Tenant whicli shall be the name and
address set out Ibr Tmant in tlie Bnsic Lcase Provisions until suci time as notice o f any change is provided. A l l
parties included witl~intlre terms "Landlord" and "Tcnant," respectively. shall be bound by noticcs given in
accordance with the provisions of this Article to h c same effect as if each had received such notice.

ARTlCLE XXI. MISCELLANEOUS,

Wlienevcr hereill the siagular number is used, the same sholl include h e plural, and the neuter
gender sltnll include the feminine nnd ~nasculinegenders. Unlcss otl~emisespecifically provided. the phrnse "on
demand', or Pdonip~ly"sliall nican within sevcn (7) days o f written demand. Unless o t k w i s c specitically provided.
any consent or ;lpproval by Lnndlonl required hereunder moy be witliheld b y Landlord in its sole discretion.
 21.2 Tenant shall not record this Lease. Any such recordation shall constitute an Event of Default
ltereltndenf, however. Landlord or Tenant shall so request. tl~eother shall execute and deliver a recordable short
form lense (lease memurnnduni) reciting the exact Commencement Date and terniination date of this Lease, and
such other provisions of this Lease ns Landlord and Tenant niny agree to include.
Tliis Lease and tl~er i ~ h t sand obliy;ltio~isof the panics hercto shall be interpreted, construed and
enforced in accordance with the lnws of thc State of Texas without effect of its conflict of laws provisions. Venue
for uny actioti llereunder shall solely be tlic state and federal courts located in Drazorin County. Texas. If any clause
or provision of this Lease is illegal, invalid or uneoforcenble under present or future laws effective during the Leose
l'emi, it is the intention of the parties hereto that the reminder of tliis Leasc sbnll not be affected thereby, and the
parties hereby declare tl~otthis Lease would liave been entered into witltout such ~lnenforceableportion.
21.4 Except as ulhcrwisc expressly set out elsewhere in this Lease, this Lease m y not be altered.
changdoramended, except by instrument in writing signed by both parties hereto. The term, provisions.
covenants and conditions contained in Illis Lease slinll npply to. inure to hte benefit of and be bindlng upon the
pnrties Bereto and upon their respective (permitted) successors, legal representatives and assigns subject to the
provisions of Article XIV.
The captions used in lhir Lease are for convenience only and do not in any way Iunit or amplify
tltc Tenns ond provisions hereof.
21.6 One or more waivers of or Ihe Failure to enforce any covenant, term or condition of lhis Lease by
either p a F h n l l not be construed as a wniver of a subsequent breach of the sntilc covenant, term or condition or n
waiver of the right to enforce snch covennnt, term or condttio~~. The consent or approval by either party to or of any
act by thc other party requiring such consent or approvol shall no! be deemed to w i v e or render unnecessary
collselit to or approval of any subseqsent or similar a c t
21.7 Tillie is of the csscnce with respect to Tenant's and Landlord's obligations under tliis Lease.
21.8 11 is expressly understood that Tenant's obligation to pay Rent and other s u m due under this Lease
is an independent covennnt of this Lease. 'Tenant may, subject to the other provisions of this Lease, pursue
independent wmcdles for nny breach by La~idlotd.
All Rent hereunder sl~allbeor interest Frotn the date due until paid at Ihe lesser of 12 percent per
rnllunl or the highcst nonusurious rnte allowed by npplicable law. Interest due hereunder shall not exceed the
mnxitnum amount of nonusurious interest that may be contracted for. taken, reserved, charged or received under
opplicable Stotc or Federal law. Any ititerest in excess of thnt maximum amount sl~ollbe credited to Rent due or to
become due. or if Rent for the entire Ten11 lias been paid in full, refunded.
The volutltary or otlicr surrct~derof this Lease by Tenanl or a mutual cancellation hereof sball not
work a merger ond shnll, at L~ndlord'soplion. terminate all or any existing sublcnses or subtenancies, or m y , at
Landlord's option, operate as an assignment to it of Tena~it's interest in any or a11 such subleases or subtenancies.
21.1 1 Notwithstautliny anythi~~g lierein to the contrary. Landlord shail in no event be liable to Tenunt for
any i n d i r e c t consequential damages. No person~lliability of any kind or character whatsoever now athchcs or at
ony time herenRer under any conditio~rssholl atloch to Landlord or m y partners. officers, dircctors, or shareholders
of Lnndlord, as applicable. for payment of any amounts due under this Lease or for the performance of any
obligation undsr tliis Leaso. Tlie exclusive remedies of Tcnant for the failure of Landlord to perform any of its
obligations under this Leasc sl~allbe to proceed agoinst the interest of Landlord in and to the Premises and all
proceeds Ilierefrom, it being understood that in no event shnll a judgment for any deficiency or monetary claim be
soug?t, obtained or enforced against the Landlord, or ally p i h e r , oficer, director or shareholder of Landlord, os
nppl~cable.
21.12 On the lasl day of the Lease Term (as same ma be extended), or u on the earlier termination of
tl~isLens-na~~t sllnll penceably and quietly leave. surrender anJyield to Lnndlord tRe Premises, h e oFall claims
under Tenant, broom-clean and in good condition and repair (subject to Articles XI1 and XIII), except for nonnal
wcar and t a r . Prior to surrender olthe Premises to Landlord, Tenant, at its sole cost and expense. shnll remove all
liens and other etlcumbrunccs thnt hnve resulted from the acts or omissions of Tennnt. If Tenant foils to do any of
the foregoiny. Lnndlord. in addition to otlier mmedies available to it at law or in equlty, may, without notice, enter
upon. reenter, p o s s ~ r and
j repossess itself thereof by nny lawful means, sunimary proceedings. or otherwise and
may dispossess and rcmove Tcnant and all persons and property from the Prcmises: and Tenant waives any ond all
damages or clai~iilfor damages as a rcsi~ltthereof. Such dispossession and removnl of Tenant shall not constitute a
waiver by Landlord of any claims by Landlord against Tenant. If the Tenant is not in default hereunder, Tenant
shall retain h e ownership of ull ~novablcequipment, furnlture and supplies prior to termination of this Lease,
provided. Tennnt sliall repair nny injury to thc Premises resulting from such removal, If Tcnmt does ~t remove
such movable equi rnent. hrnitt11-e and supplics prior to tenination. tlien in addition to its other remediac at lnw or
ill equity. ~andlorfsllallhave tlie riglit (but l ~ o the
t obligation) to elect either (a) to have such items removed and
stored. nnd all damage to the Premises resulting therefrom repnired, at Tenant's cost and expense; or (b) to have such
~novableequipment. ti~rniturc and supplies nuto~nntically become the property of the Lnndlord, without any
conside~alionpayable to Tenanl, upon termination of this Leose. in which event Tenant shnll not have any further
r i p 1 with rcspecl tl~eretoor reimbursement tliereror. This provislon shall survive tlte expiration or termination of
tlru Leose
This Leosr. conlains the entire a reement of tlie p r t i e s hereto and supersedes all prior oral or
written and contemporaneous oral agreements of tfic pnrties hercto. their agents. affiliates or employees. Tenant
warrants and represents to Landlord, and Landlord wnrrnnts and represents to Tenant. b a t there are no such prior or
contemponneous oral or written ;igreelncnts or re resentations up011 which h e p n l e s have relied on in entering this
Lense. Tennnt and Landlord acknowledge that tRey are relying upon the foregoing representations and warranties
of the otlier pa* in entering [his Lease. Tenant and Landlord specifically waive any applicable law which purports
to supcrsede the foregoing.
Tlie Lundlonl ogrers to pay to Briarwood Capital Corporation (the "Broker") a real estate
comnlission equal to four and one-half percent (4.5%) of the gross Rents received; in the manner provided in a
sepnrnte agreclnent belween the Broker and Lnndlord.

Initialed:
LunJlor
 Tenant, provided it oys all Rent and performs all of its obligations under this Lease, and is not in
default liereundcr bcyond any applica!le cure period, shall and m y peaceably and quietly have. hold and enjoy tlie
Prenliscs for the Term hcrcof. from ull claims made by any party claiming by. through or undcr Landlord.
21.16 Notwitl~standing the Bct that this Leose in its original form) was prepared by Landlord. this
L c r e 110s becn reviewed by Tenant and i n l c p l counscl mb the terms ond provisions iwceof have been negotiated
by both parties and this Lcase sholl not be construed more strongly against the dnfiing party.
21.17 If either party hcnto shall file any action or bring any legal proceeding against the other party
arising out of tliis Leose or for rhc declaration of any rights hereunder, the p m n i l ~ n gprty therein shall be entitled to
recover from the other party, all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing
party as determined by tlie court. including, without limitation, any post-judgment fees, costs or expenses incurred
on ally uppeol or in collection of any judgment.
ARTICLE XXtl. DEFINITIONS
As used in this Lease, the following terms liave tllc meanings set forth below:
21.1 Buildinq: The Buildiag or Buildings now situated on. or hereaner erected on the Land.
Commencement Date: September 1. 2007, or the date the Tenant opens for business, whichever
date tirst occurs.
22.3 Effective Date: Thc datc of executiol~of this Lcose by both Tenant and Lnndlord, as indicated on
the s i g n n ~ p a g hereof.
e
224 Environmental Law. Any federal. state or loci1 law, statute, ordinunce, rule, regulation or order or
dctc~min&n of any Govenlmental Authority pertaining lo health, safety or the environment. whether now in
esistencc or hereoRcr enacted in e f i c t in lhe jurisdiction in which the Premises is located.
22.5 Force Ma'eare: Acts of God, ndversc weather, sbikcs, riots, shortages of labor or materials, war.
g o v c r n m e ~ llaws, rcg1llotlons or restrictions, or otlier causes beyond the control of the a pllcable party hereto.
Under no circumstances will acts of Force Majeure exc~lseor delay payment of Rent or ot/er sums of money by
Tenant to Laadlord.
22.6 Gi~anntor:Any party ganrantying Tenant's obligation hereunder.
22.7
- -
Lantllod: The party nomed as "Landlord" in Section I.l[b). its successors, legal representntives
and assigns.
22.8 Lease Ten11or or Term o f t h i s The period set forth in Section I.l(i)
22.9 Leose Year: Thc term "Lease Year" na it my be used licrein. shall. in the case of the fin1 L e a c
Year, m c z h e pcriod which commences with the Commencement Date of the Lease Term and terminates on the
last day of the twelfth (12") full calendar niontl~afler such comnlenccnant, and s11ch first Lease Year shall,
therefore. include twelve (12) full calendar months plus the partial month, if any, if the Commencemnt Dnte of this
lease Term does not occur on the first day of a calendar nionth. Each subsequent "Lease Year" shall mean a period
of twelve,(l7,) full calendnr months commencing with the date following the last day of the first Lease Year, and
commencing wit11encli subserluent nnnuol tu~lniversaryof such day.

22.10 m.Tlie "Marina" is the marina facility erected on the Land (together with any other
improvementsthereon) now or l~erentterexlstlrig.
Minimum Rent: As set fort11 in Section I.l(i). payable in accordance with Article 111.
Permitees: Partners. otTiccrs, directors, employees. agents, conkactors, customers, visilors.
invitees, licensees, permitted subtcnnnts and cnncessionnires of Landlord or Tenant, as the case m y be.
Permitted Use; As set forth ill Scc~ionI.l(j).
Prenliscs or Leased P~.eniisesor Dcmised m i s e s : As described in S e c t i o ~1.1(1).
~

12.II Real Esrntr T a x e ~All real estate taxes, assessments, improvements or benefits, water. sewer or
other rents. occupallcv tnses and othcr govcrnn~e~italimpositions and charges of emry kind and nature whatsoever.
whethcr general or sbcial. foreseen or ~~nforcseen (including all interest and penalties thereon), whlch a1 any timc
during the Lease Term may be levied, assessed. lm osed, become due and payable or create liens upon, or arise in
connection with tlie use, occupancy or possession ofthe Premises.
22.16 or m:All monetary obligations of any kind or character orTeilpnt to Lnndlord under the
Ternis o f t h h ~ e a s e .

m: The pnrty nomed as 'Teluint" in Section I.l(d), its permitted successors, legnl
npresentrtive and assigns (subject to Article XV). Where "Tenont" llas nssumed obl~gationsor duties hereunder.
such tern1 shall also include Tenant's employees, ogcnts andlor contmtors.
22.1 8 Tenanl's Work: The work to be perfor~ncdby Tenant pursuant to Exhibit "B"attached hereto.
ARTICLE XXIII. CROSS DEFAULT
22;1 f h e Premises is one of two tracts ol' land (the other trnct odjoins the Premises) which are owned
by differentg~rties. T h e n is a lcasr of corrcs onding terms and provisions on the propert whicli adjoins the
Premises an which other leasr is to tlie snme i n a n t , but with a different Londlord, namely $reeport Waterfront
Properties. L.P. Tlie Tenant aerecs, understands and acknowled4es hut a default by the Tenant under the lewe with
Freeporl Waterfront Propeniw. L.P. shall be a default under thls Lease. and a default under this Leose shall be a
dcfault under the I e m by the Tenant with Rccport Waterfront Properties. L.P.
 EXECUTED by Landlard

/'

By: - .
Narrrr: f/aJtf& 4

EXECUTED by T m n l tk
herein as the "Effcclivc Dote").
& duy of u ,20J(which dote is sometimes referred to
CITY 01: FREEPORT ECONOMIC DEVELOPMENT
CORPORATION, a

IL:\UR IU22'40W5W41848U.WC:I UEOI

 EXHLBIT "A"
LEGAL DESCRIPTION OF THE LAND

Henderson Tract- former home to Trico, with 200 feet frontage on the Old Brazos River, also
known as Tract 111, Block IC, Freeport Townsite, .38 acres.

Initialed:
l'tnont:
L~ndlunl:
 EXHIBIT "B"
CONSTRUCfION RIDER

A. The Landlord sl~allnot be re u i ~ e dto perform any construction work at the Premises, it being
agreed and understood lhnt tlie Tenont is to p e r ? o i all construction work to build the Marina (in accordance witli
the Plans approved by Landlord). nnd lo maintain thc Premises in its entirety, solely at Tenant's cost and expenses.
Further. the Tenant arknowlrdgcs tliut Tenn~ilis relying on its own studies and inspections oC the Premises, and not
on ally rcpresen~ationsor stolemenis m y by or on behnlf.of Landlord. Tenant acknowlcdgcs hat it has inspected the
Premises to Tennnt's sntisfaction and ngrces that bodlord lias made no warranties or representations to the Tenant
as to the condition of the Pre~iiises.express or implied, and that Tenanl has agreed (and hereby ngrees) to accept the
Premises for thc Permitted Use in ils "AS IS, WHERE IS" condition and with all faults. The Landlord expressly
disclain~swarranlies and representations including, without limihtion, represent;llions oC fitness, markehbility.
Inbitnbility or use for any particular purpose includin~,without limitation, the Permined Use as provided obove.
B. Tenanl. at Tenant's sole cost and expense, shall construct the improven~ents("Tenants Work") ot
thc Premises substantially in accorduncc with the plans and s ecifications to be prepared by Tenant and approved by
Lnndlord as liereinaner provided (the "Plans"). Tenoiit {erby agrees to l~irea &I1 service architectural and
engineering Rim. which such firm shall conil)lcte within thirty (30) days from the Effective Date hercof, plans for
Tenant's Work. and deliver to Landlord within soid thirty (30) days, o full sct of construction drawings, such
dnwings shall include archilech~ral.mcclionical, electrical and plumbing drawings, all of which are to be stamped
andlor sealcd by tlie oppropriatc licelised architects and engineers (licensed to prepare such drawings in and for use
in the State of Texas). Such d~awingssholl also show tlie approval by nll required building authoritla, and other
govern~ne~ital agencies having jurisdiction over the Premises. All piers. and above nnd below water improvements
sliall be part of the premises, nnd renini~iLandlnrds Prope~iyat the expiiatio~~of this lease.
Landlord shall liave lineen (IS) days from reccipl of Tenant's pluns, within which to submit to Tenant a
rcqucst for any chon Its Ln~~dlord rmsonably desires in such plans. If Landlord fails to respond within such time
period Landlord shah be deemed to have approved the plans. Any request for a change in the Plons shall be
specified in reasonable dclail so as to provide Tenant with information needed to m k e such Plans ncceptoble to
Landlord. Tenant shall hive t w e ~ ~(20)
t y days from tlie date of Landlord's request witl~inwhich to amend the plans
and spcifications in accordance with the modifications so requested by Landlord. If Landlord fails to rerpond
within such tin~eperiod Landlord shall be deemed to have approved the plans. 111approving Tenant's Plans, or
cl~nngcstliereto. Landlord and Tenant sliall act in good faidr. When Landlord and Tenant have rnuhlally agreed
upon plans n~idspecifications for ro~istructionof Tenant's Work, said Plans and specifications shall be signed or
initiuled by both Lnndlord m d Tennnt and doted. and incorporated herein by reference, but need not be attached to
this Lease. All pluns and specifications to be provided hereunder shall be at the solc cost and expense ofTeoant.
C. Tennnt sholl cause Tenant's Work to commence not later tlnn tldrty (30) da 9 after the Lnndlord
approves Tenont's Plans; and sliall coitse Tenant's Work to be completed in accordance wit{ tl~ePlans not later
than 150 days Collowing comniencement of Tenant's Work. If tl~eTenont, for ony reason. fails to coniplete
conslri~ctionand open for business on or beCorc September 1.2007, subject only to delays caused by Force Majeure,
tltcn Landlord. in addition to nll other rights nnd remedies herein provided,.sliall have the right to lenninate the
Lmse by hiving written notice to Tenant of stich termination. Upon termination of the Lease pursuant to the terms
of tliis Exhibit "C."(i) Tenant shall imniediately vacate and relinquisli possession of the Premises to Londlord. (ii)
all obligations of Ihe parties to this Leasc shall cease except as may be specifically provided to tlie controry in the
Lcose. and Tenunt's rights under tliis Lease shall terminole and Tenant sholl havc no right or clolm against Landlord
on account of improvenienls, if any, co~islruclcdby Tenant ot tlie Premises.
D. Wit11 respect to any labor performed or materials furnished b Tenont at the Premises. the
following shall apply: All such labor sliall be performed and nialerials furnished at ~eoant'sown cost, expense, nnd
risk. Labor and malerials used in the installation of Tenont's cqui ment. fixtures, and furnishings. and in any other
work at tbc Prcmises performed by Tenant, will be subject to ~ a n J o r d ' sprior written approval. With respect to ony
contract for labor or materials. Tenant shall act as principnl and not as an agent of Lpndlord. Tenant a)jrc'es to
indemnil'y and hold Landlord harmless from all liabilities, suits, causes of action, costs, fees (including, without
limitotion. rensonable anoniey's fees), dan~ogesand claims (including car& and expenses of defending against such
claims) of any kind arising or alleged to arise from the negliyence or willful misconduct of Tenant or of Tenant's
agents. employees, contmcturs, subco~itnctors.Iaboren. materialmen or invitees or arising liom ony bodily injury or
property damage occl~rringor alleged to l~aveoccurred incident to Tenant's Work. All of Tenant's constn~ctionat
the Premises shall be perfomled in u good and workmanlike m n n e r unreasonably satisfactory to Landlord's
architect and/or consrructio~inloaager and in accordance with the Plans, nnd with all applicable building codes.
regulations and all other legal requiren~enls.
E. Tenant shall not allow the Premises to suffer ooy lien to be Gled against it. With respect to any
contract for labor or materials. Tenant shall, at tlie request of Landlord, cor~seits general conhactor to furnish a
payment and perforn~ancebond in a form and with a company reasonably acceptable to Lnndlord securing the
faitlift~lpedormnce of the work to be performed by Tenant. Landlord expressly disclaims liability for the cost of
labor pcrformed or materials h~rnishedat the request, or for the benefit, of Tenont. Tenant acts as principal
as the went o f Lnndlord. Tenant shall include in its contr;acts or agreements with contractors. materialmen, laborers,
suppliers and otl~ersperforming work for or on behnlf of Tenant, a pmvision whereby such parties acknowledge that
lhey are workiny for. and will be paid solcly by Tenanl, and that they do not hove the right to look to Landlord for
any payments for work done or labor or mntcrlnls supplied in connection with Tenant's Worlc. If, because of any
nctual or alleged nct or on~irsionof Tenant. nny licn, aflidavit, charge or order for the payment of money shall be
filed ogoinst Lnndlord, the Premises, or any purtlon tliercof or interest thercin. whether o r not soma is valid or
enforceable. Tenont sliall, at its own expense, cal~sesame to be discharged of record by payment. bonding or
otherwise, nt the option olLnndlord, no later than IS days afler notice to Tennnt of the filing thereof; and in the
event Tenont fails to discharge snrie within such time. Landlord moy, but shall not be obligated to, discharge same
and Tenant shall pay to Landlord all amounts re uircd to discharge same within ten days of receipt of Lnndlord's
stntelnent of such nlnountu. The pmvisions of %is pnrngnplm shall survive Lhu termiaation or expiratlon of the
Lease.
F. Tenant shall i~idemnifyand hold Iinrn~lessLondlord from any claim by any party (which shall
include r~asom~able attorney's fees and court costs) orisink! out of any conshuction and decorating work provided at
the request. or for the benefit. of Tcnant. n i e provisio~aof this pnrnyrapli shall survive the Termination or
expiration of the Leise.
EXHLBlT "C"
SITE PLAN
EXHIBIT "C-I*

SURVEY
 EXHIBIT "C"
I

I
CERTIFICATE FOR RESOLUTION

THB STATE OF TEXAS

COUNTY OF BRAZOIUA
CITY OF FRBBPORT

I, the undersigned C~tySecretary of the Clty of Freeport, Texas (the "C~ty"),hereby certify as folIows

1 The C@ Council(the "C@ Comc11") of the City convened m SPECIALMBETINGON THB&DAY 3h

,-FO 2000, at lts regulnrmeedng place III tbe h e p o r t City Hall (tho "Meet~ng'~),
and the roll was called of
the duly constttuted officers and members of the Clty Counc~lto w ~ t

James A Bameft Mayor

Hank Lippold Counctl Member
Jlm Phrlhps Council Member
John Sm~th,III Councrl Member
Jerry Masters Councll Member
Q
All members of the City coonu1 were present, except the followrog - d! ) fi
consbtutmg a quorum, whereupon among other busmess, the followrng was transacted at the Meetmg, a written
,thus

J
7
A RESOLUTION AUTHORIZING, APPROVING AND DIRECTING AMENDMENT TO THE f
ARTICLES OF INCORPORATION OF ClTY OFFREEPORTINDUSTRIALDEVELOPMENT 7
CORPORATION (THE "CORPORAlZON") AND AUTHORIZING, APPROVING AND
DIRECTING ADOPTION OF ARTICLES OE AMENDMENT
\

(the "Resolufron")was duly tntroduced for the conslderat~onofthe Clty Conncil It was then duly moved and secondedthat
theResolubon be adopted, and, after due discussion, such motion, carrying with it the adoptron of the Resoluhon preva~led 3
and corr~edby the following votes,

AYES A1 members of the Board of Alderman shown present above voted "Aye", except as noted below,

NOES

ABSTENTIONS

2 A true, full, and correct copy of the Resolutton adopted at the meetlng descr~bedIn the above and
foregomg paragraph n attached to and follows thls Certificate, the Resolubon has been duly recorded m the City Councdls
mtnutes ofthe Meetmgpertalningto the adophon ofthe Resolution, thopersonsnamed tn the aboveandforegomgparagraph
are duly chosen, quahfied, and actlng officers andmembers of the City Council and duly and sufficiently not~fiedofic~ally
and personally, m advance, of thc tune, place, and purpose of the Meetmg, and that the Resoluhon would be introduced and
consrdered for adoptton at the Meehng and each such oflcers and members consented, in advance, to the holdlng of the
Meetlng for such purpose; and the Meetlng was open to the public, and pubhc notice was glven, all as requrred by
Chapter 551, Texas Government Code
SIGNED AND SEALED THIS 9/17 / ,2000
 A RESOLUTION AUTHOIRIZING, APPROVING AM) DIRECTING AMF!NDMElNT TO
THZSARTICLES OF INCORPORA'23ONOF ClW 08 FRBBPORT INDUSTRIAL
DBVELOPNENT CORPORATXON (THE"CORPORATIOW') AND AUTHORIZLNG,
APPROVING) AND DIRFXTXNCf ADOPTION OF ARTS.CLaS OF A M B N D ~

WElHUAS, on December 20, 1995, the City Council ("City Council'? af the City of
Freeport, Texas (the "Ctty") adopted an ordinance authorizing and approving the creation of the
City of Freeport LndustriaI Development Corporation (the corporation'^ pursuant to the
requirements of the Development Corporation Aot of 1979, as amended (the "A~'3;

WHEWAS, the City Council hereby finds and determined that the amendment to the
Articles of Incorpotation of the Corporation as provided in the Atticles of Amendment of the
Corporation attached hemto as Exhibit A (the "Articles of Amendment") i$ advisable to codom
to the requirements of the Act, and that it is M e r advisable that suoh Artioles of Amendment
be authorized and approved; 11
IJ
WHBREAS, it is hereby officially found and determined that the meeting at which this
Resolution was passed was open to the publiq and public notice of the time, place and purpose
of said mming was givea, all as required by Chapter 551, Taaa Government Code
8
,-
Y
;i
THEREFORE,BE ITRESOLVEDBY rnCITY COUNCE OF THE CITY OF FREEPORT, t)

TEXAS-
Sedion 1 The amendments to the Artides of Incorporation of the Corporation as
provided in the Articles of Amendment, are hereby authorized and approved and the Articles of 5
Gmendmerlt are hereby authorized and approved, 6
1
Section 2. The City Council hereby directs that mch amendments be made to the LQrticles
of Incorporation and that such Artiules of Amendment be authorized and approved by the bowd
of director^ of the Corporation 1

PASSED AM) APPROVED, on this ,2000.

City Secretary
 ARTICLES OF AMENDMENT
t I
OF
t L.

TEE CITY OF F'REEPORT INDUSTRIAL DEVELOPMENT CORPORATION

COUNTY OF BRAZORIA 8

Pursuant to the provisions of the Development Corporation Aot of 1979, as amended (the
"Act"), the following Articles of Amendment to the Articles of Incorpmation of City of Freeport
Industrial Development Corporation (the '%orporation") were authorized by appropriate
resolut~onof the governing body of the Clty of Freeport, Texas (the "City")

ARTICLE I

Name of Corporation

The name of the Corporation is "City of Freeport Industrial Development Corporation" fi

i?
ARTICLE II

Amendment to Articles of Incorporation

Section 1, h c l e I - Nme is hereby amended and shall read in its entirety as amended as %

follows

ARTICLE I
3
Name
The name of ths corporation 1s "fieeporfEconomtc Development corporatron ".

ARTICLE II

Name and Current Address of the City of Freeport

The name of the City is the City of Freeport, Texas The current street address of the City is 200
West Second Street, Freeport, Texas 77541

Statement and Date of Authorization of Amendment

The amendments stated herein and these Articles of Amendment ware authorized and approved
by appropriate resolution of the governing body of the City at its meeting of September 18,2000
\ r EXECUTED THIS ' 9/79 ,2000

THE CITY OF FREEPORT INDUSTRIGL

DEVELOPMENT CORPORATION

-
of Freeport ~ndustrralDevelopment CorparaUon

Industrlat Development Corporatton

 i'
.h

* STATE OFTEXAS
COUNTY OF BXAZORIA 9
I, the uadersigned, a Not the State of Texas, do hereby oertify
that on this (gP day of ,2000, personally appeared Lee
Cameron and Deborah L first duly sworn, declared that they
are the persons who signed the foregoing Articles of Amendment of The City of Freeport
Industrial Development Corporation, as President and Secretw of said corporation and
that the statements therein contained are true.

IN WlTlWSS WHEREOF, I have bereunto set my hand and see1 of ofice the
day and year above written.

Notary Public in
STATE OF TEXAS State of Texas
My Comm Erp 03-11-2001
 EXHIBIT "D"

Date: '!' ,2009

Proparty: Hendenon Tract, fiuthcr defined on Exhiit !"An

I, Lee Cmaar,n, upon my oath, make tbis Affidavit in.comeciion with the red
estate describai on Exhibit "A" attached herelo. The statements herein mado by M a n t
am true and c o m t
Affiant aides as follows:
I was the Dinctor of tfio City of Fmport Economic Dwalopment Corporation
(the"EIDCn)fbm APflXL 2001 to O C T O ~ ~ E2008 P . TheEDCagmed
to eell to Briarwood H o l tho ~ pmperty desuibed on Bxhrit "A' (the "Henderson
Tract") for Two Hundred Thousaad and NollOO Doltare ($200,000.00) cash. As dimctur
of the Freeport EDC, I sent Walker Royal!, r q m s a b g Marwood H o l d i a ~an e m d l
an May 15,2007, confirming that tho EDC agreed to sell tha Henderson Tmcf fDrmer
hama to Trim, with 200 fTrcl of hntagc on the Old B m m River, slsa knawn as Tract
Iit, Block lC, Fncport Townsite, 3 8 sores, to Brimwood Holdings fbr Two H m d d
T h o 4 and No/100D o l h ($200,000.00). This sale was approved and authorized by
the City of Freepod W C and its Resident, John Smith.

Ail conditions to &a mnvayance have beedl setis64 and tbt Henderson Trad
should have been conveyed to Briarwood Hotdinga within one handred eighty (180) daya
after February 8,2007.

Further, Affiant sayath not.

Extouted on this the &d dayof u O \ ~ C ? ! & ~ , ~ * W .
STATE OF TEXAS 0
COtrrJTYOF~,& g
b w f\a
M s instnmtd was ~cknowlodgedM n ,me on the day of
,2009, by Lee Cameron.

I My cornmiasion Expires

UPON RECORDING, RETURN TO:

Joseph R PuIaski
weyca, Ibpltm, Pulaski Bt Zubn, P.C.
11 Cinwmy Plsza, Suite 1400
Houston, Tmras 77046

66TPLBZBLO XVd P T : O T 6 0 0 Z / Z O / T T
 EXHIBIT "E"
Joseph R. Pulaski
From: Walker Royall [wroyaII@Briarwood-CapitaI.com]
Sent: Thursday, October 08,2009 10:56 AM
To: Joseph R. Pulaski
Subject: FW: HENDERSON TRACT

-----Original Message-----
From: Lee Cameron [mailto:lcameron@freeport.tx.us]
Sent: Tuesday, May 15, 2007 2:53 PM
To: WALKER ROYALL
Subject: HENDERSON TRACT

Walker,
It is not possible to get a legal document prepared today due to government requirements.

However, the EDC's .deal with Gala and Henderson was predicated on you buying the Henderson
tract for $200,000. Both the EDC Board and the City Council have been informed of this
agreement and concur.

The deed to the Henderson property is in the name of the EDC and is being held by Stewart
Title until Tricots new home is completed.
The EDC is unanimous in their support of the sale to Briarwood and that is not about to
change.
I think this E-Mail will establish the intent of the EDC and I think it is legally
binding.

You have nothing to worry about.

Lee
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