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R-2015-078 2015-05-11RESOLUTION NO. R2015-78 A Resolution of the City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to enter into Purchase Agreements with the Pearland Independent School District ("PISD") and American Commercial Contractor, LLC., for the transfer of real property located near the intersection of SH35 and Bailey Road. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain Purchase Agreements, copies of which are attached hereto as Exhibits "A" and "B" and made a part hereof for all purposes, are hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute, and the City Secretary to attest, certain Purchase Agreements with PISD and American Commercial Contractors, LLC. PASSED, APPROVED and ADOPTED this the 11t" day of May, A.D., 2015. ATTEST: 40A - YO r LO' » r G, TRM C SECR ARY APPROVED AS TO FORM: C/JrDARRIN M. COKER CITY ATTORNEY TOM REID MAYOR QEJ+RUHo �U� Resolution No. R2015-78 Exhibit "A" SALE AND PURCHASE AGREEMENT THIS SALE AND PURCHASE AGREEMENT ("Agreement") made and entered into on the Effective Date, as hereinafter defined, by and between AMERICAN COMMERCIAL CONTRACTORS, LLC (hereinafter referred to as "Buyer"), and the CITY OF PEARLAND (hereinafter "Seller"). Buyer and Seller are herein collectively referred to as the "Parties" and individually as a "Party". WITNESSETH: 1. Property. Subject to the terms and conditions set forth below, Seller agrees to sell and convey to Buyer and Buyer agrees to purchase from Seller a certain tract of land described as approximately 40 acres, more or less, located on S. Main Street in Pearland, Texas, located in Brazoria County, Texas, as more particularly described in Exhibit "A," attached hereto and incorporated herein for all purposes, together with any and all easements, right-of-way, privileges, benefits, contract rights, development rights, permits, licenses or approvals, improvements, or appurtenances arising from, pertaining to or associated with said real estate (collectively, the "Property"). Notwithstanding anything herein to the contrary, the term "Property" shall exclude any interest in and to all oil, gas or minerals in or under and that may be produced from the Property, subject to Seller's waiver of any right to use the surface of the Property to drill, produce, treat and/or transport oil, gas or other minerals from the Mineral Estate. 2. Purchase Price. The Property shall be sold by the Seller and purchased by the Buyer for the total purchase price (the "Purchase Price") equal to $1.50 per gross square foot, for an estimated total purchase price of Two Million Six Hundred and Thirteen Thousand, Six Hundred and Dollars ($2,613,600.00) (the "Purchase Price"), to be adjusted per final plat of the Property. The Purchase Price shall be payable in cash or in immediately available funds to Seller at the closing (the "Closing") of conveying the Property to the Buyer. 3. Earnest Money. As a condition precedent to the validity of this Agreement, Twenty Five Thousand and No/100 Dollars ($25,000.00) is herewith tendered by, and is to be deposited as, earnest money (the "Earnest Money") with the Title Company (as defined herein) and placed in an interest bearing account, upon execution of the Agreement by both Parties. Such interest earned shall be additional Earnest Money. 4. Closing. Subject to the terms and conditions hereof, the closing of this transaction (the "Closing") shall be held at Old Republic National Title Insurance Company, Atm: Lavinia Longley, 777 Post Oak Boulevard, Suite 125, Houston, Texas 77056-3211 (the "Title Company"), not later than thirty (30) days following the expiration of the Inspection Period (the "Closing Date"), or such other time as may be mutually agreed upon by Seller and Buyer. Seller shall deliver possession of the Property to Buyer on the Closing Date. Closing is expressly conditioned and contingent upon Seller's purchase of the Property from the Pearland Independent School District (the "District") prior to Closing. Closing is further conditioned upon all other conditions of Closing listed in Section 9 below. 5. Title Insurance. Within ten (10) days after the Effective Date hereof, Seller shall deliver to Buyer a title commitment (the "Title Commitment") for an owner's title insurance policy (standard Texas form) issued by the Title Company, in the amount of the Purchase Price covering title to the Property, showing title in the Seller's name, subject only to (a) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at the time of Closing, and which the Seller shall so remove at the time by using the funds to be paid to Seller at closing, and (b) such other exceptions as may be acceptable to Buyer (with all of said exceptions being herein referred to as the "Permitted Exceptions"). Within ten (10) days after the Effective Date, Seller shall cause the Title Company to provide to Buyer copies of any documents referred to as exceptions in the Title Commitment, together with the vesting deed(s). The Title Commitment shall be conclusive evidence of good title as to all matters to be insured by the policy, subject to the exceptions as therein stated. The cost of any title search fees and said Title Commitment and the premium for the basic title insurance policy to be issued pursuant thereto shall be borne by Seller and paid by Seller on or before Closing. The costs of any exceptions, deletions, endorsements or express coverages shall be paid by Buyer. 6. Survey and Plat. Within Sixty (60) days of the Effective Date hereof, Seller will obtain a new or updated Survey acceptable to the Title Company and deliver the acceptable Survey to Buyer and the Title Company. The Survey will (1) identify the Property by metes and bounds; (2) show that the Survey was made and staked on the ground with corners permanently marked; (3) set forth the dimensions and total area of the Property; (4) show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other waterways, fences, easements and rights-of-way on the Property with all easements and rights-of-way referenced to their recording information; (5) show any discrepancies or conflicts in boundaries, any visible encroachments, and any portion of the Property that has been designated by the Federal Emergency Management Agency, Federal Insurance Administration, the Army Corps of Engineers, or any other governmental agency or body as being subject to special or increased flooding hazards; and, (6) if required, contain a surveyor's certificate, addressed to Seller, Buyer and the Title Company, that the Survey is true and correct. At such time as Buyer has received both the Title Commitment (with all underlying documents and the vesting deed) and the Survey, Buyer shall have fifteen (15) days in which to examine the Title Commitment and the Survey and notify Seller of those items which Buyer finds objectionable ("Encumbrances"). Buyer's failure to object to Encumbrances within the time allowed shall constitute a waiver of Buyer's right to object and such Encumbrances shall be deemed Permitted Exceptions, except that satisfaction of the requirements of Schedule C of the Title Commitment shall not be deemed to have been waived. If objections are made by Buyer within the time allowed, Seller, at its sole cost and expense, shall have the right, but not the obligation, to cure or remove the Encumbrances that Buyer has objected to, give Buyer written notice thereof, and deliver 2 within ten (10) days of the date of Buyer's notice, (i) an amended Survey and/or Title Commitment reflecting the cure of such matters, or (ii) written notice to Seller stating that it will not cure or remove any or all such Encumbrances (the "No Cure Notice"). In the event that Seller delivers such No Cure Notice to Buyer, Buyer may either (i) waive such Encumbrances and accept title to the Property subject to such Encumbrances; or (ii) as its sole remedy, terminate this Agreement by providing written notice of such termination to Seller within five (5) days of receipt of the No Cure Notice from Seller, in which event the Earnest Money shall be refunded to Buyer. This provision and obligation shall expressly survive closing. Following Closing, Buyer will cause to be prepared and recorded, at Buyer's expense, a plat of the Property and the District's remaining adjacent property as two separate parcels. Seller will cooperate in the execution of any documents necessary for the preparation, approval and recording of said plat. Such plat must be clear of any public rights of way for road or access within the Property or Seller's remaining adjacent Property, except for any private shared access roads created by and between Seller and Buyer by plat, separate easement or in the Special Warranty Deed for the Property. 7. Feasibility Study and Inspection. (a) Within one hundred and eighty (180) days after the Effective Date hereof (the "Inspection Period"), Buyer, at its expense, may complete or cause to be completed inspections of the Property (including any improvements) by inspectors of Buyer's choice. Inspections may include but are not limited to: (1) physical property inspection; (2) economic feasibility study; and, (3) any type of environmental assessment or engineering study including the performance of tests such as soil tests or air sampling. Seller shall permit Buyer and Buyer's inspectors' access to the Property at reasonable times. Buyer hereby indemnifies and holds Seller and the District harmless from any claim, liability, loss, damage, cost and expense for property damage directly arising out of Buyer's activities upon the Property allowed by this Section. Prior to accessing the Property, Buyer's inspectors and agents must (i) execute documents necessary to indemnify and hold the District harmless from any claim, liability, loss, damage, cost and expense for property damage directly arising out of Buyer's inspectors' and agents' activities upon the Property allowed by this Section, in form and substance substantially similar to that Access and Indemnity Agreement, attached hereto as Exhibit "C" and incorporated herein by reference (the "Access and Indemnity Agreement"), and (ii) provide evidence that Buyer and its inspectors and agents are covered by policies of Commercial General Liability Insurance covering and personal injury or property damage caused by the acts or omissions of Buyer and its inspectors and agents. If, during this Inspection Period, Buyer elects, in Buyer's sole judgment, to terminate this Agreement for any reason, Buyer 3 may do so by providing written notice of termination before the expiration of the Inspection Period. Upon termination of this Agreement pursuant to this Section on or before the 180th day following the Effective Date, all Earnest Money shall be refunded to Buyer, less the sum of $500.00 which shall be retained by Seller as additional consideration for this Agreement. In the event that Buyer terminates this Agreement after the expiration of the Inspection Period the entire Earnest Money amount, which shall become non-refundable upon the expiration of the Inspection Period, shall be retained by Seller. If this transaction does not close, Buyer shall restore the property to its original condition if altered due to inspections, studies, or assessments completed by Buyer or Buyer's inspectors. (b) Within twenty (20) days of the Effective Date, Seller agrees to provide to Buyer copies of all previous environmental assessments, geotechnical reports, studies or analyses and/or plats of the Property, if any, to the extent available to Seller and under Seller's control, with respect to the Property without any representations as to the truth or accuracy of same. If Buyer terminates this Agreement pursuant to this Section, Buyer agrees to provide to Seller copies of all reports of inspections, studies, or assessments completed or caused to be completed by Buyer under this Section to Seller. However, Buyer and Seller agree that Seller's agreement to provide Buyer with copies of the reports referred to in this Section 7(b) shall not relieve Buyer of the obligation to conduct its own due diligence concerning the purchase of the Property, and Buyer will not be entitled to rely on information contained in documents provided by Seller pursuant to this Section but shall conduct its own investigation of the matters referred to in such documents. 8. Seller's Documents At Closing, Seller shall execute and deliver to Buyer, the following: (a) A duly executed and acknowledged Special Warranty Deed, in form and substance substantially similar to that attached in Exhibit "B" (the "Deed"), attached hereto and incorporated herein by reference, conveying good and indefeasible title in fee simple title to all of the surface of the Property and free and clear of any and all liens, encumbrances, conditions, easements, assessments and reservations, subject only to the Permitted Exceptions, Right of Reversion, Right of First Refusal and Development Guidelines and Restrictive Covenants contained the Special Warranty Deed and the exhibits thereto; and (b) An approved Tax Abatement Agreement between the Seller and Buyer and/or tenant. 4 (c) A contingent Loan Agreement between the Pearland Economic Development Corporation and Shale -Inland Group, LLC. (d) An approved Tax Abatement Agreement between Brazoria County and Buyer and/or tenant. (e) Such other closing documents as reasonably may be required to consummate the transaction contemplated by this Agreement, including any documents that may be required by the Title Company in order to issue the Title Policy as required by the Title Commitment. 9. Buyer's Closing Matters. At Closing, and as an express condition of Closing, Buyer shall execute and deliver to Seller, the following: (a) The Purchase Price in accordance with Section 2 above; (b) Evidence that the person executing this Agreement and the Deed has the full power and authority to bind Buyer; (c) Evidence that Buyer will develop the Property subject to all terms, conditions, restrictions and development requirements listed under Section 19, ("Restrictions and Development Requirements") (d) Such other closing documents as reasonably may be required to consummate the transaction contemplated by this Agreement, including any documents that may be required by the Title Company. 10. Expense Provisions. The basic title premium shall be paid by Buyer on or before Closing. Each Party shall bear and pay their own attorneys' fees and expenses. Buyer shall be responsible for any exceptions, deletions, endorsements or express coverages under the Title Insurance Policy. Unless stated otherwise in this Agreement, any charges, fees or expenses of the Title Company shall be shared equally between the Parties. The provisions of this Section shall survive the Closing or earlier termination of this Agreement. 11. Waiver and Negation of Warranties. Because the Seller will sell the Property to the Buyer only on an "as is" basis without any warranty or recourse of any kind whatsoever, the Seller and the Buyer agree that anything in this Agreement or otherwise to the contrary notwithstanding, but subject to Texas law: (a) The Buyer shall be given the opportunity during the Inspection Period to inspect, examine, and investigate each and every aspect of the Property 5 either independently or through agents of the Buyer's choosing. In the Deed, the Buyer shall acknowledge that it has inspected, examined, and investigated or been given the opportunity to inspect, examine, and investigate the physical condition of the Property, including, without limitation, the interior, the exterior, the structure, the paving, the utilities, and all other physical and functional aspects of the Property, if any. The Buyer shall also acknowledge in the Deed that it has inspected, examined, and investigated or been given the opportunity to inspect, examine, and investigate the Property for the presence or absence of flammable, explosive, carcinogenic, toxic, or hazardous materials, wastes, or substances, including, without limitation, petroleum, its products, by products, and derivatives, other hydrocarbons, oil, crude oil, natural or synthetic gas, polychlorinated biphenyls, asbestos, urea formaldehyde, radon, radioactive materials, and thermal irritants, (collectively, "Hazardous Materials"). The Buyer shall accept the property in its AS -IS, WHERE -IS condition, and shall assume in the Deed the risk of all adverse past, present, or future physical characteristics and conditions of the Property whether or not they may have been revealed by its inspection, examination, or investigation. (b) The Seller makes and shall make to the Buyer no warranty regarding the Property of any nature, kind, or character whatsoever, either expressed or implied, including without limitation, any warranty as to (1) the quality, nature, adequacy, and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, and electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities, and appliances, if any (2) the quality, nature, adequacy, and physical condition of soils, geology, and any groundwater, (3) the existence, quality, nature, adequacy, and physical condition of utilities serving the Property, (4) the development potential, income potential, or operating expenses of the Property, (5) the Property's value, use, habitability, or merchantability, (6) the fitness, suitability, or adequacy of the Property for any particular use or purpose, (7) the zoning or other legal status of the Property or any other public or private restrictions on the use of the Property, (8) the compliance of the Property or its operation with all applicable codes, laws, rules, regulations, statutes, ordinances, covenants, judgments, orders, directives, decisions, guidelines, conditions, and restrictions (collectively, the "Laws") of any governmental or quasi -governmental entity or of any other person or entity, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act of 1976, as amended by the 6 Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. § 6901 et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. § 1251 et seq., the Toxic Substances Control Act of 1976, as amended by the Asbestos Hazard Emergency Response Act of 1986, 15 U.S.C. § 2601 et seq., the Emergency Planning and Community Right -to -Know Act of 1986, 42 U.S.C. § 11001 et seq., the Clean Air Act of 1966, 42 U.S.C. § 7401 et seq., the National Environmental Policy Act of 1969, 42 U.S.C. § 4321, the Endangered Species Act of 1973, 16 U.S.C. § 1521, et seq., the Occupational Safety and Health Act of 1970, 29 U.S.C. § 651 et seq., the Safe Drinking Water Act of 1974, 42 U.S.C. § 300(f) et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Pollution Prevention Act of 1990, 42 U.S.C. § 13101 et seq., and any and all Texas acts or laws, as all of the foregoing statutes have been and hereafter may be amended from time to time, (collectively, the "Environmental Laws") (9) the presence of Hazardous Materials on, under, or about the Property or the adjoining or neighboring property, (10) the quality of any labor and materials used in any improvements included in the Property, (11) the title to the Property, (12) any leases, service contracts, or other agreements affecting the Property, (13) the economics of the operation of the Property, (14) the freedom of the Property, including all improvements located thereon, if any, from vices or defects, (15) the freedom of the Property from either latent or apparent defects, (16) and environmental matters of any kind or nature whatsoever relating to the Property, including all improvements located thereon. 12. Proration of Taxes and Rollback Assessments. Current taxes shall be prorated through the Closing Date. If the amount of the ad valorem taxes for the year in which the sale is closed is not available on the closing date, proration of taxes shall be made on the basis of taxes assessed in the previous year. If Seller changes the use of the Property before closing or if a denial of special valuation on the Property claimed by Seller results in the assessment of additional taxes, rollback taxes, penalties, or interest (assessments) for the periods before closing, the assessments will be the obligation of Seller. If this sale or Buyer's use of the Property after closing results in such additional assessments for the periods before closing, the assessments will be the sole obligation of Buyer. Obligations imposed by this Section 12 shall survive closing. 13 Access to Public Riehts of Wav; Shared Access. Buyer agrees to use its best efforts, and Seller agrees to cooperate with Buyer and the District, to obtain a permit for a curb -cut and access to the Property from State Highway 35 ("SH 35"), as well as a permit for a curb -cut and access to Seller's remaining adjacent property from SH 35. Buyer acknowledges and understands that Buyer shall have access at the signaled north comer of the Property at SH 35, and may secure a second access drive near the midpoint of the 7 Property and SH 35, provided the second access drive shall not impair the District's ability to secure an access drive to SH 35 for their adjacent tract. This obligation shall survive Closing. 14. Default. If the sale contemplated by this Agreement is not consummated through default of the Buyer, Seller's sole and exclusive remedy shall be to terminate this Agreement and retain the Earnest Money deposited by Buyer pursuant to Section 3 above, and the Parties hereunder shall have no further rights or liabilities under this Agreement, such Earnest Money being a reasonable forecast of uncertain damages to Seller. If the sale contemplated by this Agreement is not consummated through default of the Seller, Buyer may, as its sole and exclusive remedy, terminate this Agreement and the Earnest Money shall be refunded to Buyer. 15. Condemnation. If, prior to Closing, the Property or any portion thereof, is condemned or taken under power of eminent domain, or if Seller receives any notice or obtains knowledge that any such taking is threatened or contemplated by an governmental agency or entity or any other entity having the power of eminent domain, then, in any such event, Seller shall promptly give notice thereof to Buyer in writing. Buyer shall then have the options of either (a) terminating this Agreement, with neither Party thereafter having any further obligations to the other hereunder, or (b) waiving such matters and proceeding to close this transaction without reduction in the Purchase Price, but with the right to receive any and all awards or monies payable as a result of any such taking. If Buyer elects to terminate the Agreement pursuant to this Section 15, Buyer shall receive a refund of the Earnest Money. Buyer shall make such election by giving written notice thereof to Seller at any time prior to Closing. 16. Contract Construction. Buyer and Seller acknowledge that this Agreement was prepared after substantial negotiations between the Parties. This Agreement shall not be interpreted against either Party solely because such Party or its counsel drafted the Agreement. 17. Miscellaneous. (a) Notices. Any notice required or permitted to be given under this Agreement shall be in writing or electronic mail, and shall be deemed to have been given when delivered by hand delivery, or when deposited in the United States Post Office, registered or certified mail, postage prepaid, return receipt requested, if mailed. Notices shall be addressed as follows: 8 If to Seller: City of Pearland Attn: City Manager 3519 Liberty Dr. Pearland, Texas 77581 with a Copy to: If to Buyer: City of Pearland Attn: City Attorney 3519 Liberty Dr. Pearland, Texas 77581 American Commercial Contractors, LLC Atm: Susan Rozman 4660 Sweetwater Blvd., Suite 110 Sugarland, TX 77479 or such other address either Party from time to time specify in writing to the other. (b) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors, and assigns. Notwithstanding the foregoing, the Buyer shall not have the right to assign this Agreement, or any of the Buyer's rights or obligations under this Agreement, without the prior written consent of the Seller, which consent shall not be unreasonably withheld. Buyer shall have the right to assign this Agreement and any of Buyer's rights or obligations under this Agreement to a third party with the prior written consent of the Seller, which consent shall not be unreasonably withheld. (c) Amendments and Termination. Except as otherwise provided herein, this Agreement may be only amended or modified by a written instrument executed by Seller and Buyer, acting by their respective duly authorized agents or representatives. (d) Governing Law. This Agreement shall be govemed by and construed in accordance with the laws of the State of Texas. (e) Section Headings. The section headings inserted in this Agreement are for convenience only and are intended to, and shall not be construed to, limit, enlarge or affect the scope or intent of this Agreement, nor the meaning of any provision hereof. 9 (f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. (g) Effective Date. The "Effective Date" of this Agreement shall be the date that this Agreement, fully executed by all Parties, is deposited with the Title Company, together with the Earnest Money. (h) Merger of Prior Agreements. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings between the Parties hereto relating to the subject matter hereof. Buyer is not relying upon any representation or statement by Seller regarding the Property, except as set forth in this Agreement. (i) Attorneys' Fees and Costs. In any litigation arising out of or pertaining to this Agreement, the prevailing Party shall be entitled to an award of its attorneys' fees, whether incurred before, after or during trial, or upon any appellate level. (j) Time. Time is of the essence in this Agreement. When any time period specified herein falls or ends upon a Saturday, Sunday or legal holiday, the time period shall be automatically extended to 5:00 P.M. on the next ensuing business day. 18. Federal Tax Requirements. If Seller is a "foreign person" as defined by applicable law, or if Seller fails to deliver an Affidavit that Seller is not a "foreign person," then Buyer shall withhold from the sales proceeds at closing an amount sufficient to comply with the applicable tax law and deliver the same to the Internal Revenue Service, together with appropriate tax forms. Internal Revenue Service regulations require filing written reports if cash in excess of specified amounts is received in the transaction. 19. No Brokerage Commissions. Seller shall have no obligation to compensate any broker in connection with any conveyance of the Property. BUYER AGREES TO INDEMNIFY SELLER AND HOLD SELLER HARMLESS FROM ANY LOSS, LIABILITY, DAMAGE, COST OR EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) PAID OR INCURRED BY SELLER BY REASON OF ANY CLAIM TO ANY BROKER'S, FINDER'S OR OTHER FEE IN CONNECTION WITH THIS TRANSACTION BY ANY PARTY CLAIMING BY, THROUGH OR UNDER BUYER. 20. Restrictions and Development Requirements. Seller's conveyance of the Property to Buyer, shall be specifically subject to and conditioned upon the following matters, which shall survive closing: 10 (a) Seller's Right of Reversion, as set forth in Exhibit D to the Special Warranty Deed. This provision shall survive Closing. (b) Seller's Right of First Refusal, as set forth in Exhibit E to the Special Warranty Deed. (c) Development Guidelines and Restrictive Covenants, as set forth in Exhibit C to the form of Special Warranty Deed attached hereto as Exhibit B [Remainder of This Page Left Intentionally Blank] 11 "SELLER" CITY OF P By: Name:n I Q Pear , r Title: Cal M a.naGtr 12 "BUYER" AMERICAN COMMERCIAL CONTRACTORS, LLC By: O cc,Max_ ea ne _4.4t_� Susan Rozman, President Date: May 15, 2015 13 Receipt of a fully executed copy of this Agreement and of the Earnest Money specified in Section 3 of this Agreement is hereby acknowledged as of the date hereinafter set forth which date shall be the Effective Date of this Contract. DATED: 1"'C 21 , 2015. 14 TITLE COMPANY: old 2.4e..pksbMs Tst*- By: ,/,1-17110& Name:.-a.n l.'\cV.S Title: e.sec-J oFv%cercr._ Receipt for Earnest Money Seller: City of Pearland Buyer: American Commercial Contractors, LLC GF#15002764 Escrow Agent hereby acknowledges receipt of the earnest money deposit in the amount of $25,000.00, received June 11, 2015. Old Republic National Title Insurance Company By: Jean Hicks EXHIBIT "A" TO SALE AND PURCHASE AGREEMENT Legal Description [to be replaced by legal description provided by the Survey or Plat] 1 N 86.'41'36 E 1,028.38' 2R DRAINAGE EASEMENT EXHIBIT "B" TO SALE AND PURCHASE AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER SPECIAL WARRANTY DEED Date , 2015 Grantor City of Pearland, as authorized by Resolution of the City Council dated , 2015. Grantor's Mailing Address Attn: City Manager 3519 Liberty Drive Pearland, Texas 77581 Grantee American Commercial Contractors Grantee's Mailing Address Attn: Susan Rozman 4660 Sweetwater Blvd., Suite 110 Sugarland, TX 77479 Consideration Cash and other valuable consideration, receipt and sufficiency of which are hereby acknowledged. Property That certain tract of land described as approximately 40 acres in Pearland, Texas, located in Brazoria County, Texas, as more particularly described in 1 Exhibit "A," attached hereto and incorporated herein for all purposes. [To be adjusted upon approval offinal survey] Reservations from and Exceptions to Conveyance and Warranty 1. This conveyance is subject to those matters described and contained in Exhibit B, Exhibit C, Exhibit D, and Exhibit E attached hereto and incorporated herein by reference for all purposes. 2. Taxes and special assessments are prorated as of this date, and Grantee assumes and agrees to pay same except for rollback taxes assessed for periods prior to this date, which shall be paid by Grantor. 3. Further, Grantor reserves and excepts for itself, its successors and assigns, and its predecessors in title in accordance with their respective interests of record, all oil, gas and other minerals on, in and under the above-described Property, but Grantor, on behalf of itself, its successors and assigns, does hereby forever release and relinquish its right to enter upon and use the surface of the Property for exploring and drilling for, and producing and mining such oil, gas and minerals; provided, that Grantor shall have and hereby reserves the right to pool and combine such Property with other land for the purpose of exploring and drilling for, and producing and mining such minerals by virtue of operations conducted on such other lands, but not on the Property. GRANTOR AND GRANTEE HEREBY ACKNOWLEDGE THAT THE PROPERTY IS BEING CONVEYED "AS IS" AND "WHERE IS", WITH ALL FAULTS. GRANTEE WAS GIVEN THE OPPORTUNITY TO INSPECT, EXAMINE, AND INVESTIGATE, EITHER INDEPENDENTLY OR THROUGH AGENTS OF THE GRANTEE'S CHOOSING, EACH AND EVERY ASPECT OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE INTERIOR, THE EXTERIOR., THE STRUCTURE, THE PAVING, THE UTILITIES, AND ALL OTHER PHYSICAL AND FUNCTIONAL ASPECTS OF THE PROPERTY. GRANTEE WAS GIVEN THE OPPORTUNITY TO INSPECT, EXAMINE, AND INVESTIGATE THE PROPERTY FOR THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS (AS DEFINED IN THAT SALE AND PURCHASE AGREEMENT, EXECUTED BY AND BETWEEN GRANTOR AND GRANTEE, EFFECTIVE , 2015 (THE "AGREEMENT")). GRANTEE HEREBY ASSUMES THE RISK OF ALL ADVERSE PAST, PRESENT, OR FUTURE PHYSICAL CHARACTERISTICS AND CONDITIONS OF THE PROPERTY WHETHER OR NOT THEY MAY HAVE BEEN REVEALED BY ITS INSPECTION, EXAMINATION, OR INVESTIGATION. THE GRANTOR HAS NOT MADE, AND HEREBY DISCLAIMS, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND TO GRANTEE (WETHER ORAL, WRITTEN, OR ARISING BY OPERATION OF LAW, 2 EXCEPT AS TO TITLE AS PROVIDED IN THIS DEED) REGARDING THE PROPERTY OF ANY NATURE, KIND, OR CHARACTER WHATSOEVER, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY AS TO (1) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE STRUCTURAL ELEMENTS, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES, AND ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES, AND APPLIANCES, (2) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY, AND ANY GROUNDWATER, (3) THE EXISTENCE, QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (4) THE DEVELOPMENT POTENTIAL, INCOME POTENTIAL, OR OPERATING EXPENSES OF THE PROPERTY, (5) THE PROPERTY'S VALUE, USE, HABITABILITY, OR MERCHANTABILITY, (6) THE FITNESS, SUITABILITY, OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR USE OR PURPOSE, (7) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON THE USE OF THE PROPERTY, (8) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ALL APPLICABLE CODES, LAWS, RULES, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, JUDGMENTS, ORDERS, DIRECTIVES, DECISIONS, GUIDELINES, CONDITIONS, AND RESTRICTIONS (COLLECTIVELY, THE "LAWS") OF ANY GOVERNMENTAL OR QUASI -GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL LAWS (AS DEFINED IN THE AGREEMENT), (9) THE PRESENCE OF HAZARDOUS MATERIALS (AS DEFINED IN THE AGREEMENT) ON, UNDER, OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (10) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS INCLUDED IN THE PROPERTY, (11) THE TITLE TO THE PROPERTY (EXCEPT FOR ANY WARRANTY OF TITLE EXPRESSLY GRANTED HEREIN), (12) ANY LEASES, SERVICE CONTRACTS, OR OTHER AGREEMENTS AFFECTING THE PROPERTY, (13) THE ECONOMICS OF THE OPERATION OF THE PROPERTY, (14) THE FREEDOM OF THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, FROM VICES OR DEFECTS, (15) THE FREEDOM OF THE PROPERTY FROM EITHER LATENT OR APPARENT DEFECTS, AND (16) ENVIRONMENTAL MATTERS OF ANY KIND OR NATURE WHATSOEVER RELATING TO THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON. Grantor, for the consideration and subject to the Reservations from and Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it unto Grantee and Grantee's successors and assigns, and Grantor binds itself, its successors and assigns to warrant and forever defend all and singular the Property to Grantee and Grantee's successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, 3 through or under Grantor, but not otherwise, except as to the Reservations from and Exceptions to Conveyance and Warranty. When the context requires, singular nouns and pronouns include the plural. 4 "Grantor" City of Pearland By: DO NOT SIGN PRIOR TO CLOSING , City Manager Date: STATE OF TEXAS COUNTY OF BRAZORIA The foregoing instrument was acknowledged before me this day of , 2015, by , acting in his capacity as City Manager of and on behalf of the City Council of Pearland . After recording, return to: Notary Public, State of Texas City of Pearland Attn: City Attorney 3519 Liberty Dr. Pearland, Texas 77581 5 "Grantee" American Commercial Contractors, LLC By: DO NOT SIGN PRIOR TO CLOSING Title: STATE OF TEXAS COUNTY OF BRAZORIA The foregoing instrument was acknowledged before me this day of , 2015, by , acting in his capacity as of After recording, return to: Notary Public, State of Texas American Commercial Contractors, LLC Attn: Susan Rozman 4660 Sweetwater Blvd., Suite 110 Sugarland, TX 77479 6 EXHIBIT "A" TO DEED SUBJECT PROPERTY [to be replaced by legal description provided by the Survey] 7 EXHIBIT "B" TO DEED Permitted Exceptions 1. [to be completed upon identification of Permitted Exceptions] EXHIBIT "C" TO SPECIAL WARRANTY DEED Development Guidelines and Restrictive Covenants DEVELOPMENT RESTRICTIONS AND RESTRICTIVE COVENANTS A. Development Restrictions Development of the Property shall comply with the following development guidelines: 1. The Property may only be used for the development of an office, distribution and storage, warehouse and manufacturing facility. 2. Noise Levels for any development on the Property or operations within the Property may not exceed 85 dB, measured from the property line of Grantor's adjacent remaining property, in accordance with Texas law. 3. Provide a 30 foot landscaping buffer with berm along the southern property line that borders PISD property, where adjacent to the fence in front of service yards, storage areas or trash or refuse containers. The height of the berm shall be no more than five (5) feet high with no more than a 4:1 slope and shall crest at the center point of the 30 foot buffer. Landscape buffer shall include plantings to screen service yards, storage areas or trash or refuse containers. The landscape buffer area should be a mix of evergreen plant material. The plant buffer must achieve approximately 75% opacity from grade in all seasons. Suggested evergreen plant material may include: live oaks, waxmyrtle, holly species, oleander; and all species shall be in accordance with the City of Pearland Unified Development Code approved list. Buffer planting areas, will be provided with a complete underground irrigation system. All planted areas shall be maintained in healthy condition. Any trees or bushes that die or become diseased must be replaced within 90 days with a similar species of similar size except for trees that will be replaced with a 6 inch caliper or larger. 4. All outside storage on the Property shall be placed on a reinforced concrete surface of sufficient depth and strength to support all business operations on the Property. 5. Any development on the Property must comply with all terms, conditions and requirements contained in the Tax Abatement Agreement executed between the owner of the Property and the City of Pearland, if one is in place. B. Restrictive Covenants Grantee shall not permit, or allow any other occupant of the Property to use any premises or any portion thereof for purposes of: 9 1) Cocktail lounge, bar, or any other establishment that sells alcoholic beverages, with the exception of the following allowances for a business in possession or applying for one or both of the following alcohol licenses as labeled or defined by the Texas Alcoholic Beverage Commission: a) Mixed beverage restaurant permit with FB (RM) — further defined as "permit authorizes a restaurant located in an area voted wet for the legal sale of mixed beverages in restaurants by food & beverage certificate holder to sell mixed drinks, wine, beer, ale, and malt liquor for consumption on the premises of the restaurant," with the added exclusion that no open containers nor consumption is permitted outside the confines of the enclosed conditioned building area; b) Wine and beer retailers off-premises permit (BQ) — further defined as "permit authorizes the holder to sell for off-site consumption only, but not for resale, wine, beer, and malt liquors containing alcohol in excess of one-half of one percent (1/2 of 1%) by volume and not more than 14 percent or 17 percent of alcohol by volume (depending on type of local-option election); 2) Smoke or tobacco shop; 3) Disco; 4) Skating rink, roller rink, amusement arcade (except for the operation of video arcade games incidental to the operation of a restaurant otherwise permitted hereunder); 5) Auction house (except that any antique shop shall be permitted to hold auctions of antiques within its facility); 6) Flea market or resale shop; 7) Sale or trade of firearms, weapons, or ammunitions; 8) Blood bank; 9) Tattoo or piercing parlor, 10) Funeral home; 11) Sleeping quarters or lodging; 12) The sale, leasing or storage of automobiles, boats or other vehicles; 13) Any mining or mineral exploration or development except by non-surface means; 14) A carnival, amusement park or circus; 15) An assembly hall; 16) Off track betting establishment (however, the foregoing shall not limit or restrict the sale of lottery tickets as an incidental part of another permitted business operation); 17) Bingo hall or game room; 18) Any use involving the use, storage, disposal or handling of hazardous materials other than the ancillary, prudent and customary use, storage, disposal, and handling of hazardous materials in the ordinary course of business (whose primary business is not the use, storage, disposal or handling of hazardous materials) being operated in accordance with all applicable laws; 19) Any facility for the sale of paraphernalia for use with illicit drugs; 20) Noncompliance with city, county, state, or federal law especially in regards to education; 21) Any use which creates a public nuisance; 10 22) Sexually oriented business including but not limited to adult book store, adult theatre, adult amusement facility, any facility selling or displaying pornographic materials or having such displays; and 23) Boarding of animals or veterinarian services. 24) Agricultural Animal Husbandry; 25) Airport & Heliport/ Helipad & or Landing Field; 26) Animal Processing; 27) Asphalt Batching Plant; 28) Auto Parts Sales (With Outside Storage or Display); 29) Auto Repair (Major); 30) Auto Repair (Minor); 31) Auto Sales/Dealer (New -In Building Auto Servicing and Used Auto Sales as accessory uses only) Combines Auto lease; 32) Auto Wrecker Service; 33) Asphalt /Concrete Batching Plant; 34) Boat Sales Personal Watercraft Sales (New Repair); 35) Cattle Feed Lot (CAFO); 36) Check Cashing Service; 37) Commercial Extraction of Soil business; 38) Sand and Gravel or similar material and Storage; 39) Construction Contractor with Storage Yard; 40) Chemical Packing and/or Blending; 41) Dumps and Landfills; 42) Explosives Manufacturer and /or Storage; 43) Gaming Establishment; 44) Gasoline Station; 45) Liquefied Petroleum Storage & Sales; 46) Manufacturer of Chlorine or Other Toxic Gasses; 47) Mini-Warehouse/Self Storage business; 48) Minor Concrete Batching Operation & Storage of Associated Processing Material; 49) Mobile Manufactured Homes Sales or Rental Only; 50) Pawn Shop, Pay Day Loan & Gold Exchange; 51) Penal Correctional Institutions; 52) Petroleum or Petroleum Product Extraction; 53) Petroleum Refining Manufacturing or Bulk Storage; 54) Petroleum Products Bulk Storage (Wholesale); 55) Sanitary Landfill (Private); 56) Sanitary Landfill (Public); 57) Studio — Tattoo or Body Piercing; 58) Tire Retreading and Capping; 59) Tire Sales (Outdoors, With Open Storage); 11 60) Transfer Station (Refuse/Pick-up); 61) Travel Trailer/RV Park/Campground; 62) Truck (Heavy) and Bus Rental or Sales; 63) Wrecking or Salvage Yard (Auto, Steel or Building Materials). C. These Development Restrictions and Restrictive Covenants shall attach to and run with the land, but shall become null and void and be of no further force and effect upon the expiration of 25 years from the Effective Date of this Deed. 12 EXHIBIT "D" TO DEED Right of Reversion Subject to the terms and conditions set forth below, Grantor reserves, and Grantor shall have the right and option, but not the obligation, to exercise its Right of Reversion of the Property as described in this Exhibit D. 1. As used herein, "Construction Obligation" shall mean the substantial completion of construction of atilt up concrete facility, consisting of no less than 200,000 square feet, with office and warehouse storage space of specialty pipe, valves and related products (the "Project") to be built on the Property, and commencement of operations of the facility on the Property. 2. As used herein, "Closing Obligation" shall mean the sale and closing of the Property by Grantor, the City of Pearland, to any third party purchasing the Property from the City of Pearland. 3. Subject to the terms and conditions set forth below, Grantee grants to Grantor, and Grantor shall have, the right and option, but not the obligation, to exercise a reversion of the Property (the "Right of Reversion") if either condition fails to occur (i) the "Closing Obligation has not been satisfied within 3 business days following the Effective Date of this Exhibit D, which shall be the date of execution and recording of the Special Warranty Deed to which this Exhibit D is attached, or (ii) the Construction Obligation has not been by the expiration of three (3) years after the Effective Date of this Exhibit D which shall be the date of execution and recording of the Special Warranty Deed to which this Exhibit D is attached. (a) In order to exercise the Right of Reversion, Grantor must deliver written notice to Grantee within 45 days after the date of the event triggering Grantor's right under Section 3 above, and pay to Grantee the amount set forth in Section 3(c) no later than 105 days after the date of Grantor's written notice herein. (b) If Grantor exercises the Right of Reversion, Grantee shall reconvey the Property to Grantor by special warranty deed free and clear of all liens and encumbrances, with no title exceptions other than those existing on the date Grantor conveyed the Property to Grantee, except the lien for ad valorem taxes shall be limited to the year of reversion. Taxes shall be prorated for the year of reversion as of the date of the repurchase. (c) If Grantor exercises the Reversion Right, Grantor shall pay to Grantee an amount equal to the purchase price that Grantee paid Grantor for the Property, excluding Grantee's closing costs. (d) The Right of Reversion shall terminate if Grantor does not give the written exercise notice within the time period specified in Paragraph 3(a) or, if having 13 given such notice, fails to make the payment of the amount set forth in Section 3(c) within the time period specified in Paragraph 3(a) for closing (for reasons other than Grantee's failure to comply with the provisions of this Paragraph 3). 4. The illegality, invalidity or unenforceability of any provision of this Exhibit D shall not affect the legality, validity or enforceability of any other provision of this Exhibit D. 5. Notices. Any notice, demand or other communication required to be given or to be served upon any party hereunder shall be void and of no effect unless given in accordance with the provisions of this section. All notices, demands or other communications must be in writing and delivered to the person to whom it is directed, either (i) in person or (ii) delivered by a reputable non -electronic delivery service that provides a delivery receipt. Any notice, demand or other communication shall be deemed to have been given and received when delivered to the below stated address of the party to whom it is addressed. All notices, demands and other communications shall be given to the parties hereto at the following addresses: If to Grantor: City of Pearland Attn: City Manager 3519 Liberty Dr. Pearland, Texas 77581 with a Copy to: City of Pearland Attn: City Attorney 3519 Liberty Dr. Pearland, Texas 77581 If to Grantee: American Commercial Contractors, LLC Attn: Susan Rozman 4660 Sweetwater Blvd., Suite 110 Sugarland, TX 77479 Any party entitled to receive notices hereunder may change the address for notice specified above by giving the other party ten days' advance written notice of such change of address. 6. THIS EXHIBIT D MAY NOT BE AMENDED EXCEPT BY WRITTEN DOCUMENT SIGNED BY THE THEN CURRENT OWNER OF THE PROPERTY AND GRANTOR, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND IS BINDING ON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. 14 7. The prevailing party in any legal proceeding regarding this Exhibit D shall be entitled to recover from the other party all reasonable attomeys' fees and costs incurred in connection with such proceeding. 8. Unless earlier terminated as provided herein, the rights herein granted shall terminate and shall be of no further force or effect on that date which is 46 days following the Termination Date. 15 EXHIBIT "E" TO DEED Right of First Refusal Subject to the terms and conditions set forth below, Grantor reserves, and Grantor shall have the right and option, but not the obligation, to purchase the Property or portions thereof as described in this Exhibit E. 1. As used in this Exhibit E. the term "offer" shall include, without limitation, any bona fide option proposed to be granted by Grantor or its successors in interest or assigns. 2. As used in this Exhibit E. the term "sold," "sell" or "sale" shall include a sale or a lease, including all renewal options, or any other disposition of the Property or any portion thereof, or any interest therein (any such sale, lease or other disposition shall be referred to as a "Disposition"). 3. As used in this Exhibit E the term "affiliate" shall mean as to the Person (as hereinafter defined) in question, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Person in question. As used in the immediately preceding sentence, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, partnership interests, by contract or otherwise. 4. As used in this Exhibit E the term "Person" shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, estate, unincorporated organization, government agency or political subdivision thereof, or any other form of entity. 5. With the exception of mergers or acquisitions involving Grantee or a sale of the property which results in the tenants' continued occupancy of the Property, If Grantee or its successors in interest at any time receives a bona fide offer acceptable to Grantee or its successors in interest to buy or makes a bona fide offer acceptable to the offeree to sell all or any portion of the Property or any interest therein (the Property, or such portion thereof, or such interest therein, being hereinafter referred to as the "Offered Property"), then Grantor shall have the right and option, but not the obligation, to purchase (the term "purchase" shall include a purchase, lease or other acquisition, and the term "purchaser" shall include a purchaser, lessee or the party making such other acquisition) the Offered Property (the "First Refusal Right") on the following terms and conditions: 5.1 Upon Grantee's receipt of any offer, Grantee or its successor in interest shall provide Grantor, or its successor in interest with a written notice (the "Grantee's Notice") of Grantee's or its successor in interest's intent to sell which shall (i) set forth the true identity of the offeror (including the identity of the 16 principals of the offeror, if known to Grantee or its successor in interest), (ii) include a description of the Offered Property, (iii) and include a description of all material terms of the offer, (the "Offer") (including, without limitation, the price, earnest money and closing date). Grantor shall then have a 30 -day period following receipt of the Grantee's Notice in which to decide whether to exercise Grantor's First Refusal Right. 5.2 During the 30 -day period following Grantor's actual receipt of the Grantee's Notice (the "Response Period"), Grantor shall have the right, at its expense, to enter onto and conduct tests and investigations on the Offered Property. Grantor shall be responsible for any damages or injuries resulting from Grantor's entry onto the Offered Property and conducting such tests and inspections. If Grantor wishes to exercise its First Refusal Right, Grantor must elect to purchase the Offered Property under the same terms and conditions contained in the Offer described in Grantee's Notice, by delivering written notice of such election to Grantee within the Response Period. If Grantor fails to do so, then Grantee or its successor in interest may effect a Disposition of the Offered Property to the offeror identified in the Grantee's Notice. Such Disposition if made in accordance with this Exhibit E, shall be made free and clear of the First Refusal Right, and Grantor, at the request of Grantee or its successor in interest, shall execute, in recordable form, a confirmation of the release of the First Refusal Right insofar as it pertains to the Offered Property that is so conveyed. 5.5 If Grantor choses to exercise its First Refusal Right, it must deliver written notice of such exercise to Grantee or its successor in interest within the Response Period. Grantor and Grantee (or its successor in interest) shall then enter into the transaction described in, and upon the terms set forth in, the Grantee's Notice for the Economic Consideration offered to Grantee or its successor in interest by the offeror and detailed in the Grantee's Notice. 5.6 Notwithstanding any provision contained herein to the contrary, the provisions of this Section 5 shall not apply to a sale of all or any portion of the Property to an affiliate of Grantee or its successor in interest; provided, however, the provisions of this Section 5 shall survive such sale to an affiliate of Grantee or its successor in interest, and the Property shall continue to be subject to the First Refusal Right. 6. Nothing herein shall prohibit Grantee or its successor in interest from rejecting all offers, including Grantor's offer, in which case this First Refusal Right shall remain in full force and effect for the duration of the Term. 7. The illegality, invalidity or unenforceability of any provision of this Exhibit E shall not affect the legality, validity or enforceability of any other provision of this Exhibit E. 8. Notices. Any notice, demand or other communication required to be given or to be served upon any party hereunder shall be void and of no effect unless given in 17 accordance with the provisions of this section. All notices, demands or other communications must be in writing and delivered to the person to whom it is directed, either (i) in person or (ii) delivered by a reputable delivery service that provides a delivery receipt. Any notice, demand or other communication shall be deemed to have been given and received when delivered to the below stated address of the party to whom it is addressed. All notices, demands and other communications shall be given to the parties hereto at the following addresses: If to Grantor. with a Copy to: If to Grantee: City of Pearland Attn: City Manager 3519 Liberty Dr. Pearland, Texas 77581 City of Pearland Attn: City Attorney 3519 Liberty Dr. Pearland, Texas 77581 American Commercial Contractors, LLC Attn: Susan Rozman 4660 Sweetwater Blvd., Suite 110 Sugarland, TX 77479 Any party entitled to receive notices hereunder may change the address for notice specified above by giving the other party ten days' advance written notice of such change of address. 9. This Exhibit E may not be amended except by written document signed by Grantor and the then current owner of the Property, is binding on the parties hereto and their respective successors and permitted assign, shall forever run with the land, AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. 10. The prevailing party in any legal proceeding regarding this Exhibit E shall be entitled to recover from the other party all reasonable attorneys' fees and costs incurred in connection with such proceeding. 11. This Exhibit E may not be assigned without the written consent of the nonassigning party; provided, written consent shall not be required for any assignment where the occupying tenant continues to occupy the Property following the assignment. Furthermore, the Grantor may assign its rights and obligations hereunder to a person or entity who is owned by, owns or is under common ownership with Grantor, without the prior approval of Grantee, but upon providing written notice of such assignment to Grantee. This Exhibit E shall bind and run with the land of the Property but shall not be appurtenant to any other property. 18 12. Unless earlier terminated as provided herein, the rights herein granted shall terminate and shall be of no further force or effect on that date which is the earlier of (i) ten (10) years after the date of execution of this Deed; or (ii) that date on which substantial completion of construction of a tilt up concrete facility, consisting of no less than 200,000 square feet, with office and warehouse storage space of specialty pipe, valves and related products to be built on the Property, is achieved. Notwithstanding the foregoing, if, at the date Grantee receives a bona fide offer to sell the property as set forth in this Exhibit E, Grantor has ceased to exist, with no lawfully formed and existing successor in interest or assignee, this Exhibit E shall be null and void. 19 EXHIBIT "C" TO SALE AND PURCHASE AGREEMENT Access and Indemnity Agreement This Access and Indemnity Agreement (this "Agreement") is entered into between Pearland Independent School District ("the Owner"), as the record title owner of the real property described on Exhibit "A" attached hereto and incorporated herein for all purposes (the "Property"), and ("Prospective Purchaser"). WHEREAS, Prospective Purchaser has requested from the Owner the right to temporary access and encroach on, over, and into the Property, for the purposes of conducting physical property inspections, as well as environmental assessments and engineering studies of the Property including the performance of tests such as soil tests and/or air sampling (the "Project"); and WHEREAS, the Owner has agreed to grant such temporary access to the Property subject to and conditioned upon the terms of this Agreement. NOW, THEREFORE, in consideration of the promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. PURPOSES. Prospective Purchaser and its agents and contractors may enter upon the Property solely for the purpose of conducting physical property inspections, as well as environmental assessments and engineering studies of the Property including the performance of tests such as soil tests and/or air sampling. Prospective Purchaser agrees that if any disturbance or damage is caused to the Property as a result of the Prospective Purchaser's exercise of the rights and privileges afforded to it under this instrument, Prospective Purchaser shall, to the fullest extent practicable, restore the affected area to its original condition. 2. DURATION. The Owner's grant of temporary access to the Property shall automatically terminate at 12:01 a.m. on 3. RELEASE AND HOLD HARMLESS. TO THE EXTENT PERMITTED BY LAW, PROSPECTIVE PURCHASER HEREBY AGREES TO RELEASE AND HOLD HARMLESS THE OWNER, ITS TRUSTEES, EMPLOYEES, AGENTS, AND REPRESENTATIVES, FROM AND AGAINST ANY CLAIMS, COSTS, EXPENSES, OR DAMAGE, THAT PROSPECTIVE PURCHASER OR ITS AGENTS AND CONTRACTORS MAY SUFFER OR INCUR RELATIVE OR INCIDENTAL TO OR IN CONNECTION WITH THEIR USE OF OR 1 PRESENCE ON THE OWNER'S PROPERTY AND/OR RELATED TO THE PROJECT. 4. INDEMNITY. TO THE FULLEST EXTENT PERMITTED BY LAW, PROSPECTIVE PURCHASER AGREES TO INDEMNIFY OWNER, ITS TRUSTEES, ADMINISTRATORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, FROM AND AGAINST ANY CLAIMS, COSTS, EXPENSES, OR DAMAGE OF ANY KIND THAT OWNER, ITS TRUSTEES EMPLOYEES, AGENTS, OR REPRESENTATIVES MAY SUFFER OR INCUR AS A RESULT OF ANY ACT OR OMISSION BY PROSPECTIVE PURCHASER OR ITS AGENTS OR CONTRACTORS RELATED TO THEIR USE OF OR PRESENCE ON THE PROPERTY AND/OR RELATED TO THE PROJECT. 5. INSURANCE. Prospective Purchaser shall ensure that its consultants engaged in the Project have Commercial General Liability coverage with a policy limit of no Tess than $1,000,000 per occurrence, naming Owner as an additional insured, pertaining to Prospective Purchaser's consultant's actions relative to the work performed by such consultants on or for the Project and related to such consultants or their subcontractors' use of or presence on the Property. Prospective Purchaser shall, prior to entry, furnish the Owner with satisfactory evidence of such insurance carried by Prospective Purchaser's consultants. The effective date of this Agreement shall be the later of the two execution dates set forth beside the signatures of the respective parties below. PROSPECTIVE PURCHASER/ NAME TITLE Date Executed: OWNER/PEARLAND INDEPENDENT SCHOOL DISTRICT NAME TITLE 2 Date Executed: EXHIBIT "A" TO ACCESS AND INDEMNITY AGREEMENT (Attach Legal Description of Owner's Property) 3 N 8641'38' E 1.028.38 z 03 L N 0° N 7� h7 OHAWAGE EASEVENT Resolution No. R2015-78 Exhibit "B" FIRST AMENDMENT TO SALE AND PURCHASE AGREEMENT THIS FIRST AMENDMENT TO SALE AND PURCHASE AGREEMENT (this "First Amendment") is entered into this j 2 day of August, 2015, by and between AMERICAN COMMERCIAL CONTRACTORS, LLC ("Purchaser"), and CITY OF PEARLAND ('Seller"). RECITALS A. Purchaser and Seller are parties to that certain Sale and Purchase Agreement dated as of May 27, 2015 (as amended and assigned from time to time, the "Purchase Agreement"), pursuant to which Seller has agreed to sell certain real property to Purchaser as more particularly described therein. B. Purchaser and Seller desire to amend the Purchase Agreement as more particularly set forth below. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Capitalized Terms. Capitalized terms used in this First Amendment and not otherwise defined have the meanings assigned to them in the Purchase Agreement. 2. Deed. Exhibit B of the Purchase Agreement is hereby deleted in its entirety and replaced with Exhibit B attached to this First Amendment. All references in the Purchase Agreement to "Exhibit B" or the "Deed" shall hereafter be deemed to refer to Exhibit B attached hereto and incorporated herein. 3. Ratification; Conflict. Except as expressly amended hereby, the Purchase Agreement is fully ratified and confirmed and continues in full force and effect. Any conflict between the terms of the Purchase Agreement and the terms of this First Amendment shall be resolved in favor of the terms of this First Amendment. 4. Counterparts. This First Amendment may be executed in multiple counterparts via facsimile or email in .PDF format, each of which shall be deemed to be an original, but such counterparts when taken together shall constitute but one agreement. 5. Incorporation of Recitals. All recitals set forth in this First Amendment are hereby incorporated herein as if fully set forth in (and shall be deemed to be a part of) this First Amendment. 6. Successors and Assigns. This First Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, administrators and permitted assigns. Us.7580s170.04 7. Applicable Law and Jurisdiction. This First Amendment shall be governed by the laws of the State of Texas. [Signature pages follow.] 2 US.75808170.04 PURCHASER'S SIGNATURE PAGE FOR FIRST AMENDMENT TO PURCHASE AGREEMENT IN WITNESS WHEREOF, Purchaser and Seller have caused this First Amendment to be executed and delivered as of the date first above written. AMERICAN COMMERCIAL CONTRACTORS, LLC By QU.Sa.u_. rpK AAJ Name: Susan Rozman Title: President US.75808170.07 SELLER'S SIGNATURE PAGE FOR FIRST AMENDMENT TO PURCHASE AGREEMENT IN WITNESS WHEREOF, Purchaser and Seller have caused this First Amendment to be executed and delivered as of the date first above written. CITY OF PEARLAND By Name: t_�/ ecTs C{ Ci MAnQQpt/ Title: US.75808170.04 JOINDER OF TITLE COMPANY Receipt of a fully executed copy of this First Amendment to Purchase Agreement is acknowledged. Dated: CZ.1 %Z , 2015. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY By: Name SCQn 1— ;,e-- s Title: US.75S08170 04 .reaw C>c-•P •Ce t- AFFIDAVIT AS TO DEBTS AND LIENS GFA 15002764 State of Texas County of Brazoria BEFORE ME, the undersigned authority. on this day, personally appeased the undersigned (hereinafter called Affiant. whether one or more) and each on his/her oath, deposes and swears that the following statements are true and within the personal knowledge of Affiant: I. Affiant is the owner of the following described property (hereinafter the "Property"): Tract 1: Lot 1, in Block 1, of MINOR PLAT BAILEY BUSINESS PARK, a subdivision in Brazoria County. Texas, according to the map or plat thereof, recorded under Clerk's File No. 2015036504, of the ficial RW Property Records of Brazoria County. Texas Tract 2: Access Easement set forth, defined and described in instrument filed for record under Brazoria County Clerk's File No. _: and being further described as follows: All that certain 0.7328 acre being out of Lots C, D and 14 out of the L. W. Murdock Subdivision according to the plat thereof as filed in Volume 29, Page 174 Brazoria County Deed Records, in the F. B. Drake or A. C. H. & B Railroad Company Survey, Abstract Number 507, Pearland. Brazoria County, Texas and being a portion of that certain tract described in a Final Judgement dated 09-14-2005 between Pearland Independent School District vs. George Alexander. et al filed in Brazoria County Civil Court Records Cause Number C1-034023 and being more particularly described by metes and bounds as follows (bearings based on the Texas Coordinate System of 1983, South Central Zone); Commencing at a call and found 5'8" iron rod located on the monumented and occupied southwesterly right-of- way line of State Highway Number 35 (width varies) and marking the northeast corner of that certain tract described in a deed dated 06-02-2005 from Jerome M. Karam, et al to J.M. Projects, LLC as filed in Official Records of Real Property of Brazoria County at Clerk's File Number 2005033271; Thence N 32° 12' 36" W - 173.52' with the monumented and occupied southwesterly right-of-way line of said State Highway Number 35 to the POINT OF BEGINNIG of herein described tract and marking a point on a curve to the right having a radius of 800.42' and a central angle of 22° 35' 24"; 1. Thence with said curve an arc distance of 315.58' and a chord bearing and distance of S 66° 51' 07" W • 313.54' to a point for comer, 2. Thence N 11° 51' 11" W • 107.00' to a point marking a point on a curve to the left having a radius of 693.42' and a central angle of 20° 27' 35": 3. Thence with said curve an arc distance 0( 247.61' and a chord bearing and distance offs 67° 55' 02" E - 246.30' to a set 5!8" iron rod with cap (stamped C.L. DAVIS RPLS 4464) marking the beginning of a compound curve to left having a radius of 30.00' and a central angle of 89' 53' 51"; 4. Thence with said curve an arc distance of 47.07' and a chord bearing and distance of N 12' 44' 19" E - 42.39' to a set 5/8" iron rod with cap (stamped C.L. DAVIS RPLS 4464) for cooter, 5. Thence S 32` 12' 36" E - 136.39' with the monumented and occupied southwesterly right-of-way line of said State Highway Number 35 to the PONT OF BEGINNING and containing 0.7328 acre (31,920 square feet) of land more or less NOTE: The company is prohibited from insuring the arca or the quantity of the land described hum. .Any statement in the above legal description of the area or quantity of land is not a representation that such arca or quantity is correct. but is made only for informational andror identification purposes. and does not override Item 2 of Schedule "B" hereof. 2. Affiant is desirous of selling the Property or borrowing money to be secured by one or more liens against the Property and has requested OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY (hereinafter "Old Republic") to issue a tide policy or policies guaranteeing thc title of same to the new purchaser and'or lender, as applicable. 3 Affiant owes no past due Federal or State taxes and that there are no delinquent Federal assessments presently existing against Affiant or thc Property. and that no Federal or State liens have been filed against Affiant or the Property 4. There arc no delinquent State, County, City, School District, Water District or other governmental agency taxes due or owing against the Propert and that no tax suit has been filed by any State, County, Municipality, Water District or other governmental agency for taxes levied against the Property. 5 All labor and material used in the construction of improvements, repairs or renovations, if any. on the Property have been paid in full and there no unpaid labor or material claims against the improvements. repairs. or renovations, if any, on the Property. All sums of money due for the erection of improvements. repairs, or renovations if any, have been fully paid and satisfied and there are no Mechanic's or Materialman's liens against the Property. 6. No charges for assessments, improvements and services furnished by any governmental entity, including but not limited to assessments or liens for paving and/or mowing have been filed against the Property, and Affiant has no notice from a governmental agency that might result in future assessments or liens against thc Property. There are no liens or encumbrances including. but not limited to, mortgages, deeds of trust, judgment hens. tax liens. or unpaid to property owner association dues. known to me which affect the Property and are not being paid or satisfied in the current transaction 8. There are no suits pending by or against Affiant in Federal or State Court, and Affiant is not aware of any law suit which may be tiled against Affiant or that may affect the Property. There are no proceedings in bankruptcy or receivership currently instituted by or against Affiant. 9. Affiant knows arm adverse claim(s1 to the Property which have not been fully disclosed to Old Republic. 0. Affiant knows of no encroachments or boundary conflicts on the Propem, except as disclosed by a survey. if any, provided to Old Republic. 11. Affiant is not aware of any violation(s) of covenants, conditions or restrictions affecting the Property. 12. Affiant has not sold, contracted to sell or conveyed any part of the Property other than in connection with a sale transaction disclosed to Old Republic in writing. 13. No unpaid debts for electric or plumbing fixtures, water heaters, floor furnaces, air conditioner. 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 en the Property. and that no such items have been purchased on time payment contracts, and there are no security interest on such personal property or fixtures secured by financing statements, security agreement or otherwise except the following: la. There are no loans of any kind on the Property. recorded or unrecorded. except the following: Creditor/Secured Party Approximate Amount 15 There are no parties occupying. renting, leasing. residing or possessing the subject property or any portion thereof. nor is the undersigned aware of any parties claiming title to the subject property or any portion thereof by reason of ad% erse possession or otherwise, except NONE 16 Affiant recognizes that but for the making of the statements of fact in this Affidavit relative to the Property Old Republic would not issue policy(ies) of title insurance on the Property and that such statements have been made as a material inducement for the issuance of such policy(ies). 17, Affiant agrees to indemnify and hold Old Republic harmless from any loss or expense, including attorney's fees. resulting from false or incorrect information in this Affidavit Bv. Name TitlegPf Sworn and Subscribed before me, this 7th daygL.tstgust. 2015. Notary Public ,�7s rc.1 in and for .� 2(7`,N,1( , Notary Public of Texas STATE OF Texas COUNTY OF Braznria } ) ss County, Texas is instrument %vas acknow dged before me on this l day of rl a 0.41 i 53 . 205 by -iCO—ILLOra Lijnl.Q ",tiNC.1.ttS20 of City of Pearland. J ."4,, ROXANNE IUNA•IARSEN :r. 1•+ !Wary PUb1iC. Store of ieaOs My COrnntiss'on EXO'res ? •,'% :';;;s September 17. 2016 Signature of Notary Public or Other acid Notary Public in and for ..?")Y(G{') f'V\ �. Count), Texas ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and Assumption") dated August 12, 2015, is entered into by and between American Commercial Contractors, LLC ("Assignor"), and LCN SIH Houston (TX), LLC ("Assignee"): RECITALS A. Reference is hereby made to that certain Sale and Purchase Agreement dated as of May 27, 2015 by and between Assignor and the City of Pearland (the "Contract"), attached hereto as Exhibit "A". An initially capitalized terms not otherwise defined herein shall have the meanings set forth in the Contract unless the context clearly indicated otherwise. B. Assignor desires to assign to Assignee, all of Assignor's right, title and interest, to and under the Contract, and Assignee desires to accept the assignment thereof and assume Assignor's obligations thereunder. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: AGREEMENT 1. Assignment and Assumption. 1.1 Assignment. Assignor hereby transfers, assigns and conveys all of Assignor's rights, interest, liabilities and obligations in and to the Contract to Assignee. 1.2 Assumption. Assignee hereby assumes all of the terms and provisions under the Contract, and all of Assignor's obligations under the Contract arising after the date hereof and agrees fully and faithfully to pay, perform and discharge, as and when payment, performance and discharge are due, all of Assignor's obligations under the Contract arising after the date hereof. 1.3 This Assignment and Assumption shall be binding on and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors in interest and permitted assigns. 1.4 This Assignment and Assumption is contingent upon its approval by the City of Pearland. 2. Counterparts. This Assignment and Assumption may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Assumption as of the day and year first above written. "ASSIGNOR" AMERICAN COMMERCIAL CONTRACTORS, LLC By: 0r'ltdAJ Name: Susan Rozman Title: President American Commercial Contractors, LLC 4660 Sweetwater Blvd., Suite 110 Sugarland, TX 77479 "ASSIGNEE" LCN SIH HO TON (TX) LLC By: �liEt�.✓ Name: limas R. Wall Title: Authorized Signatory LCN Capital Partners, L.P. 142 West 57th Street New York, New York 10019 APPROVED: City of Pearland By: IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Assumption as of the day and year first above written. "ASSIGNOR" AMERICAN COMMERCIAL CONTRACTORS, LLC By: Name: Susan Rozman Title: President American Commercial Contractors, LLC 4660 Sweetwater Blvd., Suite 110 Sugarland, TX 77479 "ASSIGNEE" LCN SIH HO TON (TX) LLC By: </ ti�/.�✓ Name: Thomas R. Wall Title: Authorized Signatory LCN Capital Partners, L.P. 142 West 57th Street New York, New York 10019 APPROVED: City �f Pearland By: IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Assumption as of the day and year first above written. "ASSIGNOR" AMERICAN COMMERCIAL CONTRACTORS, LLC By: 6456tA &Lau Name: Susan Roman Title: President American Commercial Contractors, LLC 4660 Sweetwater Blvd., Suite 110 Sugarland, TX 77479 "ASSIGNEE" LCN SIH HOU 1'ON (TX) LLC By: Name: Tomas R. Wall Title: Authorized Signatory LCN Capital Partners, L.P. 142 West 57'a Street New York, New York 10019 APPROVED: City of Pearlaad By: ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and Assumption") dated Q �'L , 2015, is entered into by and between American Commercial Contractors, LLL ("Assignor"), and LCN SIH Houston (TX), LLC ("Assignee"): RECITALS A. Reference is hereby made to that certain Sale and Purchase Agreement datcd as of May 27, 2015 by and between Assignor and the City of Pearland (the "Contract"), attached hereto as Exhibit "A". All initially capitalized terms not otherwise defined herein shall have the meanings set forth in the Contract unless the context clearly indicated otherwise. B. Assignor desires to assign to Assignee, all of Assignor's right, title and interest, to and under the Contract, and Assignee desires to accept the assignment thereof and assume Assignor's obligations thereunder. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: AGREEMENT 1. Assignment and Assumption. 1.1 Assignment. Assignor hereby transfers, assigns and conveys all of Assignor's rights, interest, liabilities and obligations in and to the Contract to Assignee. 1.2 Assumption. Assignee hereby assumes all of the terms and provisions under the Contract, and all of Assignor's obligations under the Contract arising after the date hereof and agrees fully and faithfully to pay, perform and discharge, as and when payment, performance and discharge are due, all of Assignor's obligations under the Contract arising after the date hereof. 1.3 This Assignment and Assumption shall be binding on and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors in interest and permitted assigns. 1.4 This Assignment and Assumption is contingent upon its approval by the City of Pearland. 2. Counterparts. This Assignment and Assumption may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Assumption as of the day and year first above written. "ASSIGNOR" AMERICAN COMMERCIAL CONTRACTORS, LLC By: Susan Rozman, President American Commercial Contractors, LLC 4660 Sweetwater Blvd., Suite 110 Sugarland, TX 77479 "ASSIGNEE" LCN SIH HOUSTON (TX), LLC c/o LCN Capital Partners, L.P. By: Joshua R. Leventhal Partner & General Counsel LCN Capital Partners, L.P. 142 West 57th Street New York, New York 10019 APPROVED: City of Pearl. d B 0� ** ** * * * OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Jean Hicks, Escrow Officer jhicks@oldrrepublictitle.com City of Pearland v Sale to LCN SIH Houston (TX) LLC Closing Documents G.F. No. 15002764 1. Sellers Statement 2. Recorded Special Warranty Deed 3. Recorded Access Easement Agreement 4. Sale and Purchase Agreement 5. Seller Resolution 6. Recorded plat 7. First Amendment to Purchase and Sale Agreement 8. Assignment and Assumption Agreement 9. Affidavit of Debts and Liens 10. Assignment and Assumption Agreement 777 Post Oak Blvd., Suite 100, Houston, TX 77056, Phone: 713-626-9220, Fax: [insert your fax number] 2015037690 ROW Total Pages: 12 ACCESS EASEMENT AGREEMENT STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS! COUNTY OF BRAZORIA WHEREAS. PEARLAND INDEPENDENT SCHOOL DISTRICT, a body politic organized and existing under the laws of the State of Texas (hereinafter called "Pearland ISD", or the "Grantor") and LCN SIH HOUSTON TX) LLC (hereinafter called "Buyer", or the "Grantee") desire to enter into an Access Easement Agreement. NOW THEREFORE, Pcarland ISD, for and in consideration of TEN and No/100 DOLLARS ($10.00), and other good and valuable consideration paid by Buyer on this day, the receipt of which is hereby confessed and acknowledged. has GRANTED. SOLD, and CONVEYED, and by these presents does GRANT. SELL, and CONVEY, unto Buyer the Access Easement. as defined and described herein below. I. ACCESS EASEMENT Pearland ISD hereby GRANTS, SELLS, and CONVEYS, unto Buyer, a perpetual non-exclusive easement and right-of-way (the "Access Easement") along and across the strip of land as particularly described in Exhibit "A" attached hereto, and as depicted in the drawing attached as Exhibit "B" attached hereto. and made a part hereof by reference for all purposes (the "Access Tract") for the purpose of constructing. repairing, maintaining, replacing and using an access road for ingress and egress to and from the approximately 40.3894 acre tract described more particularly on• Exhibit "C" attached hereto, and made a part hereof by reference for all purposes (the "40 Acre Tract"), upon, over, along and across the Access Tract (the -'Pearland ISD Site Road"). Subject to the terms and conditions set forth herein, Buyer may construct or cause to be constructed the Pearland ISD Site Road and related improvements (including without limitation curbs. :4351465•.2 2015037690 Page 2 of 12 gutters, sidewalks, medians and traffic control devices and signs) within the area of the Access Tract. Buyer shall. prior to the commencement of any construction, submit proposed plans and specifications for the Pearland ISD She Road to Pearland ISD. Pearland ISD shall have the right to approve, reject, or request modifications to such plans and specifications, such approval not to be unreasonably withheld, delayed or conditioned. The Pearland ISD Site Road and related improvements shall be designed and constructed in accordance with any and all applicable laws, rules, regulations and design standards imposed by any authorities having appropriate jurisdiction over the Access Easement, as well as the specifications set forth in Exhibit "D", attached hereto and incorporated herein by reference (the "Specifications"). No construction shall commence without prior notice and coordination with appropriate representatives of Pearland ISD, and receipt of a written authorization from such appropriate Pearland ISD representative that construction may commence within the Access Easement. During the period of construction, Pearland ISD shall grant Buyer a temporary construction easement as reasonably necessary for the initial construction of the Pearland ISD Site Road. Notwithstanding the foregoing, Pearland ISD shall have the right, but not the obligation. to construct the Pearland ISD Site Road prior to the commencement of construction of such Pearland ISD Site Road by Buyer, provided that such construction by Pearland ISD shall be made in accordance with the Specifications and shall provide access to the 40 Acre Tract. The Access Easement granted herein is appurtenant to and shall run with the 40 Acre Tract and all portions thereof, whether or not such Access Easement is referenced in any conveyance of the 40 Acre Tract and/or any portion thereof. Buyer shall, at its sole cost and expense, maintain or cause to be maintained the Pearland ISD Site Road and all related improvements constructed by Buyer in good condition and repair. Following any construction, repair or maintenance activities within the Access Easement by Buyer, Buyer agrees, at its sole cost and expense, to restore or cause to be restored any surface area of the Access Easement and any portion of Pearland ISD's property affected by such activities to its condition prior to such construction 143514115,2 2 2015037690 Page 3 of 12 activities, to the extent feasible. Additionally, Buyer shall maintain or cause to be maintained the Pcarland ISD Site Road median, as well as a 10 foot strip around the Access Easement in good condition and repair at all times, which shall include, without limitation, the prompt removal of trash and regular mowing of such area. Pearland ISD shall have the richt, but not the obligation, to connect other roadways or driveways to the Pearland ISD Site Road, and shall be solely responsible for all costs of construction and maintenance of any such additional roadways or driveways. Such connections shall be designed and constructed in accordance with all applicable laws, rules, regulations and design standards imposed by any authorities having appropriate jurisdiction over the construction of such connections, and such connections shall be constructed and maintained so as not to interfere with Buyer's use of the Access Easement for roadway or access purposes. H. GENERAL PROVISIONS Buyer and Buyer's tenants, and their respective subtenants, agents, contractors, licensees and invitees shall have the right to use the Pearland ISD Site Road solely for purposes of ingress and egress to and from State Highway 35. Parking shall not be allowed anywhere on the Pearland ISD Site Road. Notwithstanding anything herein to the contrary, Grantor expressly reserves the right to the use and enjoyment of the surface of the Access Easement for any and all purposes, provided, however, that such use and enjoyment of the surface of the Access Easement shall not unreasonably interfere with or restrict the use and enjoyment of the Access Tract by Buyer for the purposes set forth herein. Additionally, it is understood by the Buyer that at Pcarland 1SD's discretion the Access Easement may be converted into a public roadway, so long as the 40 Acre Tract will continue to have direct access to such public roadway. This agreement is binding upon and will inure to the benefit of Buyer and Pearland ISD, and their respective successors and assigns. All references to Buyer or Grantee, or Pcarland ISD or Grantor, shall be understood to include the applicable party's respective tsastss..: 3 2015037690 Page 4 of 12 successors and assigns. The rights and benefits granted herein with respect to the 40 Acre Tract shall run with the land and automatically pass to any subsequent owner of such tract or any part thereof. Buyer (and any successor -in -interest owner of the 40 Acre Tract or any part thereof) shall be released of any duties or obligations under this agreement arising or accruing after the conveyance of title to the tract giving rise to such duties or obligations, and such duties and obligations thereafter arising shall be the obligation of the grantee thereof. TO HAVE AND TO HOLD the easements and rights-of-way above described, together with, all and singular, the rights and appurtenances thereunto in anywise belonging, subject to the terms and provisions hereof. unto Grantee, its successors and assigns, forever: and Grantor does hereby bind itself, its successors and assigns, to warrant and forever defend, all singular, said reciprocal easements and rights-of-way unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or part thereof, by, through, or under Grantor, but not otherwise, subject however. to the matters set forth herein. 14i5u8A 2 4 20 2015037690 Page 5 of 12 EXECUTED this the AZ day of a . 201 S. PEARLAND INDEPENDENT SCHOOL DISTRICT By: Printed Name: Title: GIVEN UNDER MY HAND AND SEAL this _ day of Notary Public in and for the State of Texas LCN SIN HOUSTON (X) LLC Printed e: Thomas IL Wall Title: Authorized Signatory Avg GIVEN UNDER MY HAND AND SEAL this r4 day of RNy, 2015. r 1'. Not Publ c n and for the State of 1Jy 4 JOSHUA LEVENTHAL Notary Public. State of NewYork No. 021.56124890 Mantled In Nassau County Certlecete Sed in Newlbrk County Come4esion Exptrea May 07. 2017 2015. 2015037690 Page 6 of 12 EXECUTED this the t2. day of Rt tvat , 20 15 . PEARLAND INDEPENDENT SCHOOL DISTRICT GIVEN UNDER MY HAND AND SEAL this 12 day of Aarar Notary blic in and for theState 801ka1�r2�8qE�tRa�AE dnlSCa4 Ml Me al Ur lrten mEOlc W'107l2018 2015. LCN SIH HOUSTON (TX) LLC By: Printed Name: Title: GIVEN UNDER MY HAND AND SEAL this day of Notary Public in and for the State of OM Re'cU".'ryM • 1aktrR.aaakY 143514u..: 5 2015037690 Page 7 of 12 EXHIBIT A - LEGAL DESCRIPTION EXHIBIT "A" METES AND BOUNDS DESCRIPTION 0.7328 ACRE BEING OUT OF LOT 2, BLOCK 2 MINOR PLAT OF BAILEY BUSINESS PARK PEARLAND, BRAZORIA COUNTY, TEXAS All that certain 0.7328 acre heing out of Lot 2, Block 2 Bailey Business Park according to the plat thereof filed in Document Number 2015036504 Brazoria County Official Records and being a portion of that certain tract described in a Final Judgement dated 09.14-2005 between Pearland Independent School District vs. George Alexander, et al filed in Brazoria County Civil Court Records Cause Number Cl -034023 and being more particularly described by metes and bounds as follows (bearings based on the Texas Coordinate System of 1983, South Central Zone); Commencing a; a call and found SB' iron rod located on the monumental and occupied southwesterly right-of-way line of State Highway Nsinber 35 (width varies) and the most easterly south coma of said Lot 2 and marling the northeast corner of that certain tract described in a deed dated 06-02-2005 from Jerome M. Karam, et al to 1 M. Projects, LLC as filed in Official Records of Real Property of Brazoria County at Clerk's File Number 2005033271; Thence N 32° 12' 36" W - 173.52' with the momunented and occupied southwesterly right-of- way line of said State Highway Number 35 to the POINT OF BEGINNING of herein described tract and marking a point on a curve to the right having a radius of 800.42' and a central angle of 22° 35' 24": 1. Thence with said curve an arc distance of 315.58' and a chord bearing and distance of S 66° 51' 07" W -313.54' to a point for corner, 2. Thence N 11° 51' 11" W - 107.00' to a point marking a point on a curve to the left having a radius of 693.42' and a central angle of 20° 27'35"; 3. Thence with said curve an arc distance of 247.61' and a chord bearing and distance of N 67° 55' 02' E - 246.30' to a set 5/8" iron rod with cap (stamped C.L. DAVIS RPLS 4464) marking the beginning of a compound curve to left having a radius of 30.00' and a central angle of 89° 53' 51'; 4. Thence with said curve an arc distance of 47.07' and a chord bearing and distance of N 12° 44' 19' E. - 42.39' to a set 5/8" iron rod with cap (stamped C.L. DAVIS RPLS 4464) for comer: 5. Thence S 32° 12' 36' E - 136.39' with the monumented and occupied southwesterly right-of-way line of said State Highway Number 35 to the POINT OF BEGINNING and containing 0.7328 acre (31,920 square feet) of land more or Tess. 14151415..2 6 2015037690 Page 8 of 12 This meta and bounds description is accompanied by a separate plat, drawing or exhibit per Texas Board of Professional Land Surveyor's "General Rules of Procedures and Practices" Section 663.19(9). Compiled by: C.L. Davis & Company Pinn No. 10082000 Job Number. 11.421.156 REVISED • ACCESS ESMT M&B 07-23-2015 REVISED 08.10.2015 t.ssr.ss.2 7 1.331483,2 2015037690 Page 9 of 12 EXHIBIT B - DRAWING OF ACCESS EASEMENT tar I INC w KC CASEMENT 0.7328 A (31.920 SI ft.) asp^ W ..drriOTA 1/11110011. iii 1 a aquv voyakil fgr/1l/if�l arx drti ed U12:Y —oa \ \ y�\‘‘,‘ ▪ 4. EFS:iY11eQFry . •exxxr.•r�.n.•►. 4:h fV�^'tTt ICT 4,1 —• ACCESS usutcM *MI POW 00 1 aaaor °, — ft. • "ler ROHM NM (DOC w xuauD. •CD<l O tek.t IOWA. scorn. ma 8 2015037690 Page 10 of 12 EXHIBIT C — 40 ACRE TRACT Lot 1, Block I of Minor Plat of Bailey Business Park, a subdivision in Brazorio County, Texas, according to the map or plat thereof recorded under Clerk's File No. 2015036504 of the Official Real Property Records of Brazoria County, Texas. 14151485,.2 9 2015037690 Page 11 of 12 EXHIBIT D — ACCESS EASEMENT SPECIFICATIONS Thc Driveway shall be constructed as presented in the Exhibit 13 and according to the following specifications: 1. The driveway as shown in Exhibit B shall be concrete pavement with concrete curb and gutter. 2. The minimum curb radius shall be 25 feet. The Driveway will be aligned across the intersection at a 90 degree angle. 3. Concrete thickness shall be a minimum of eight (8) inches and shall be based on AASHTO design procedures for rigid pavement and shall be based on projected truck traffic, passenger car traffic, geotechnical investigations and anticipated vehicle loading. 4. Driveway shall have curb and gutter with a minimum six (6) inch standard stand up type curb. 5. Sidewalks will not be required to be built adjacent to the driveway from SH 35. 6. Tie-in to SH 35 will require TxDOT permit, culvert(s) in ditch with Safety End Treatment. 7. All construction plans must be approved by the City of Pearland, which approval shall not be unreasonably withheld, and must comply with any applicable requirements of the City of Pearland. 8. Median: The median shall be irrigated and Landscaped to the City of Pearland standards. 9. Fencing: Fencing shall be installed and be connected to the existing fence. The fence shall be suitable to contain cattle. Fencing shall tun parallel with the driveway and shall be placed ten (10) feet from the back of the cutb on the south side of the driveway and shall traverse along the driveway. The fence shall make a corner at the end of the driveway and meet a gate. From the gate. the fence shall traverse to the southern boundary line of the property. 10. Fence Material: Wire and hardware will be new, galvanized material. Line Post Maximum spacing between line posts is 16.5 feet. Line Posts shall be steel. Steel posts must be new, and be painted or galvanized and weigh a minimum of 1.25 pounds per one foot of length. Post will be driven 18" in the ground or as specified by manufacturer. Every 50 feet or 4th post will be wooden. 11. Gate: Thc gate shall be made of two (2) inch steel tubing and shall be twelve (12) feet wide and fifty (50) inches high. The gate shall be mounted to posts which are connected to the fence. tssur5..: 10 2015037690 Page 12 of 12 FILED and RECORDED Instrument Number: 2015037690 Filing and Recording Date: 08/13/2015 04:26 25 PM Pages 12 Recording Fee• S66.00 I hereby certify that this instrument was FILED on the date and time stamped hereon and RECORDED in the OFFICIAL PUBLIC RECORDS of Brazoria County, Texas. Joyce Hudman, County Clerk Brazoria County, Texas ANY PROVISION CONTAINED IN ANY DOCUMENT WHICH RESTRICTS THE SALE, RENTAL, OR USE OF THE REAL PROPERTY DESCRIBED THEREIN BECAUSE OF RACE OR COLOR IS INVALID UNDER FEDERAL LAW AND IS UNENFORCEABLE. DO NOT DESTROY- Warning, this document is part of the Official Public Record. cclerk-belinda --`. 1 Iva n N iw� Weil } --J! \••' ' cialt .• st. et • •1a' C% r'r � OW •• NW w w :1. ` ••3k , '•.n.• Name w••.•:.•.'wti ��SO••• �. r w•rir .•1rrr;.•I r.�•r. •.�. e` ••:• = ^L r ,: r4.18112::40 • rfri.56' uwif l .... � a•n +' LOT 4.309• KMS (1.759.363 50 7..) •.9696 , ✓••Y9•• 0i •-4-"i. 0.S •Tw'.� .. p.S ✓Y•1.1• • 0..1w M' ,.0.2170• BLOCK I LOr 2 573022 ACRES (2.696.065 59 TL) •wm .141 tit :';� METE, AND BIHTin IF-14('M1911CV \ — \ # tftlerriVrriA rn•1 Irft '"••••••.•••. 4 dm. r. •r •M ria r. •..•�.• `• +�«+w• me • �•• �km r —`w —. •.•rte .yn:.'.:� • r •ter .•«•rw••r•: •s`••rr••... t:•Yrn Srria •M V. • .•• • •. le •. •a.n••r•N..*War. r ••••••u•M..0 �r•`���: w•r�.. �.•r ••rwn.�r•r••r.w r• '•••rr•.—v«`y: •••:•%. .w•.•.•r.w• .•• •.r y •..rr..r.. r.. w--- ••. rowiria:Ztirot =X; • ..•` rte •••••••a •••••u.w •. VICINITY MAP :sem (2743T11• NUM wr a••Ti w� w •. w•..�w .•iw MTV' ••• +M r � w • Tyr^r•.... r1,==••w•w.r Aw MINOR PLAT BAILEY BUSINESS PARK 97.6916 ACRES 60619 OUT Of THE L. W 1KR670CK SUB01N90N 16 Wier. fl ORMtE 06 AC/t!G 9646060 0(29AMT SUM, MS R•CT WSW 507 OTV Of PEMI AA0. 61i4E01111 comm.. 700(S I BLOCK 2 LOIS 0 RESERVES AUGUST. 2015 o9B9i SASWOP. . E1CTT Twww 90969SO, CL 0A05 • CO LAM SURK.4 2015037765 DEED Total Pages: 19 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON. YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM TRIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBUC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER ,,PECUL WARRANTY DEED Z. ,2015 Grantor City of Penland, as authorized by RernluIon of the City Council dated May 11.2015 G ttac_ 's Mai:inp Address Arts: Cly Manager 3529 Liberty Dns Pearlaxd. Texas 77581 rant LCT SIH Houston (TX) LLC. a Delaware limited bability Company Grantee's Mailuse Address Ann: Joshua R. Leventhal Partner & General Counsel LCN Capful Parmers, L.P. 142 Wear 5't" Street New York. Ness Yoh 10019 Consideration Cash and other valuable consideration, receipt and sufficiency of which are hereby acknowledged. Prooen' That certain tract of land desaibed n approemtslely 40.3894 accts tri Penland. Texas, located m Beacom County. Teras, as more parocularty described m Exhtbu "A," attached hereto and Imorperated herrn for all Pr+'i .acs. Reservations from and Exceptions to Comm -met and Wananly OR 15$ 2.744 Old Republic Ida • IFIda a ley RECORDER'S MEMORANDUM: At the time of rota Mahon. tris instrument was found to be agdepuste for the best photographic ..poducton because of itlegibihty. pholo copy. discolored paper, etc. All blackouts, additions and changes were present al the tone the fru W mint was hied and recorded 2015037765 Page 2 01 19 1. This conveyance is object to those matters descnbed and contained to Exhrbit B. Exhibit C. Exhibit D. and Exhibit E antached hereto and incorporated heron by referasce for all purposes 2. Grantee assumes and agrees to pay taxa and aswssmeots for the period from and after the date hereof, except for rollback taxes, of any. assessed for periods prior to dos date. which shall be the obligation of Grantor. 3. Further, Grantor reserves and excepts for itself, iu successors and assigns, and its predecessors in tide in accordance .nth their respecnve interests of record. all oil, gas and aha minerals on, in and under the above-described Property. but Grantor, on behalf of itself, its successors and assigns, does hereby forcer release and relinquish in nght to enter upon and use the surface of the Property for exploring and doling for, and producing and mining such al. gas and minerals: provided. that Grantor shall have and hereby reserves the right uo pool and combine such Property unlimber land for the purpose of exploring and dnlling for. and producing and mining such minerals by virtue of operations conducted on ruck other lands. but not on the Property. GRANTOR AND GRANTEE HEREBY ACKNOWLEDGE THAT THE PROPERTY IS BEING CONVEYED "AS 1S" AND "WHERE IS", WITH ALL FAULTS. GRANTEE WAS GIVEN THE OPPORTUNITY TO INSPECT, EXAMINE, AND INVESTIGATE, EITHER L`'DEPENDENTLY OR THROUGH AGENTS OF THE GRANTEE'S CHOOSING, EACH AND EVERY ASPECT OF THE PROPERTY. INCLUDING. WITHOUT UM1TATION, THE INTERIOR THE EXTERIOR, THE STRUCTURE. THE PAVING. THE UTILITIES. AND ALL OTHER PHYSICAL AND FUNCTIONAL ASPECTS OF THE PROPERTY. GRANTEE WAS GIVEN THE OPPORTUNITY TO INSPECT. EXAMINE, AND INVESTIGATE THE PROPERTY FOR THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS,AS DEFINED IN THAT SALE AND PURCHASE AGREEMENT. EXECUTED BY AMERICAN COMMERCIAL CONTRACTORS, LLC AND SUBSEQUENTLY ASSIGNED TO GRANTEE. EFFECTIVE May 27, 2015 (THE "AGREEMENT"). GRANTEE HEREBY ASSUMES THE RISK OF ALL ADVERSE PAST, PRESENT, 011. FUTURE PHYSICAL CHARACTERISTICS AND CONDITIONS OF THE PROPERTY WHETHER OR NOT THEY MAY HAVE BEEN REVEALED BY ITS INSPECTION, EXAMINATION. OR INVESTIGATION. THE GRANTOR HAS NOT MADE, AND HEREBY DISCLAIMS. ANY AND ALL REPRESENTATIONS. WARRANTIES OR GUARANTIES OF ANY KIND TO GRANTEE (WHETHER ORAL, WRITTEN. OR ARISING BY OPERATION OF LAW, EXCEPT AS TO TITLE AS PROVIDED IN THIS DEED) REGARDING THE PROPERTY OF ANY NATURE, KIND, OR CHARACTER WHATSOEVER, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY AS TO (1) THE QUALITY, NATURE, ADEQUACY. AND PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE 2 2015037765 Page 3 of 19 STRUCTURAL ELEMENTS, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING. PARKING FACILITIES, AND ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITES, AND APPLIANCES, (2) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY, AND ANY GROUNDWATER, (3) THE EXISTENCE, QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (4) THE DEVELOPMENT POTENTIAL, INCOME POTENTIAL, OR OPERATING EXPENSES OF THE PROPERTY, (5) THE PROPERTY'S VALUE, USE, HABITABILITY, OR MERCHANTABILITY, (6) THE FITNESS. SUITABILITY, OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR USE OR PURPOSE, (7) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON THE USE OF THE PROPERTY, (8) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ALL APPLICABLE CODES, LAWS, RULES, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, JUDGMENTS, ORDERS, DIRECTIVES, DECISIONS, GUIDELINES, CONDITIONS. AND RESTRICTIONS (COLLECTIVELY, THE "LAWS') OF ANY GOVERNMENTAL OR QUASI- GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL LAWS (AS DEFINED IN THE AGREEMENT), (9) THE PRESENCE OF HAZARDOUS MATERIALS (AS DEFINED IN THE AGREEMENT) ON, UNDER, OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (10) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS INCLUDED IN THE PROPERTY. (I1) THE TITLE TO THE PROPERTY (EXCEPT FOR ANY WARRANTY OF TITLE EXPRESSLY GRANTED HEREIN), (12) ANY LEASES, SERVICE CONTRACTS, OR OTHER AGREEMENTS AFFECTING THE PROPERTY, (13) THE ECONOMICS OF THE OPERATION OF THE PROPERTY, (14) THE FREEDOM OF THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, FROM VICES OR DEFECTS, (1 S) THE FREEDOM OF THE PROPERTY FROM EITHER LATENT OR APPARENT DEFECTS, AND (16) ENVIRONMENTAL MATTERS OF ANY KIND OR NATURE WHATSOEVER RELATING TO THE PROPERTY, INCLUDTNG ALL IMPROVEMENTS LOCATED THEREON. Grantor, for the consideration and subject to the Reservations from and Exceptions to Conveyance and Warnnry, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appunenanccs thereto m any wise belonging, to have and hold n unto Grantee and Grantee's successors and assigns, and Grantor binds itself, its successors and assigns to warrant and fcreva defend all and singular the Property to Grantee and Grantee's successors and assigns against every person whomsoever lawfully claiming or to claim the same or any par, thereof, by, through or undo Grantor, but not otherwise, except as to the Rescrvanons from and Exceptions to Conveyance and Warranty. When the context requires, singular nouns and pronouns include the plural. 3 "Grantor" Ciry of Pearland By: C M,np Date: Aug/ v64 Iz, aolS 2015037785 Page 4 of 19 STATE OF TEXAS COUNTY OF BRAZORIA The foregoing was acknowledged before me this day of (l�iuS�t'� ',2015. by f itY1acting Nhl&GwManager ofand onbelnlfofthe City Council of earlid. sourwI turta.wu« j ataer I l aarawear 17.. 20i 2011 After rccordtng, return to: Notary Public, Stale of Texas City of Pearlannd Attn: City Attorney 3519 Liberty Dr. Parlad, Texas 77581 4 2015037765 Page 5 of 19 "Grantee" LCN SIH Houston (TX) LLC. a Delaware limited liability Company Bv: Title: /6 y An *AMTl sa..s.y STATE OF Ne1nlYer1( COWTYOF Alvw'nr)< 4 The foregoing Instmment was acknowledged before me `/ day of -/ .+ ` . 2015 by. acting in his capacity as t ' r 'f}'J7/.�!J t LCSI SIN Houston (TX) LLC. ARU recording. return to: S yt7n . ry 4GLGpL % 4'ry6ere ;-- No Public. State*e of T4ss..omer' Are.: VtrK P.OIRI K COrli'OON %miry Pue+E. S'nr or Now Yoh Nc. 03-96670 Ouate40 n &en CO*!ur Co nnauon Eons arr. 20.201/ Joshua R. Leventhal Parma & General Counsel LCN Capital Partners. L.P. 142 Kest 57° Sueet New York New York 10019 6 2016037765 Pape 6 of 19 EXHIBIT .A" TO DEED SUBJECT PROPERTY Lot 1, in Block 1, of MINOR PLAT BAILEY BUSINESS PARK, a subdivision in Brazoria County, TOVa, according to the map or plat thereof. recorded under Clerk's File No. 2015036504. of the Official Real Property Records of Brazona County, Texas. 6 2015037765 Page 7 of 19 EXHIBIT B' TO DEED Pcrmined Exceouens I. The following matters refected on the recorded plat recorded wider Clerk's File No. 2015036504 of the Official Real Property Records of Brazona County, Texan Uuhty easement 14 feet in width along the Westerly property inc.Itogether with an aural easement attached thereto. Utility easement 14 fen in width, located South of and adjacent to 60 foot drainage easement. together with an genal easement attached thereto Utility easement 8 fat m width along the most Southerly property line• together with an aerial easement attached thereto. Drainage easement 30 fat in width along the Northeasterly property line, being further described in instrument recorded in Volume 1441, Page(s) 207 and 210, of the Dad Records of Brazoria County, Texas. Water and Sewer easement 25 fen in width along the Easterly property lire. 2. Subject to tams sod provisions of that certain Ordinance No 1477 filed under Brazoria County Clerk's File Nolo 2013010649. 3. 1,12th of all the oil, gas and other rrunerals. the royalties. bonuses, metals and all other rights in connection with same are excepted therefrom as the same are set forth in monument recorded in Volume 274. Page 469. of the feed Records of Brazoria County. Texas. 4. Oil, Gas and Mineral Lease(s) granted in instrument recorded in Volume 295, Page 135, of the Deed Records of Brazoria County. Texas, and all terms, conditions and stipulations contatned therein. 5. Oil Gas and Mineral Lease(s) grained in instrument recorded in Volume 297, Page 326, and Volume 301. Page 319, of the Deed Records of Brazona County, Tams, and all terms, conditions and stipulations contained therein. 6. 1.4 of 1.301 of all the oil. gas and other =metals. the royalties. bonuses, rentals and all other rights in connectwn with same are excepted therefrom as the same are set forth in instrument recorded In Volume 297. Page 576. of the Deed Records of Brazoria County, Texas. 7. 1/2 of all the oil, gas and other minerals, the royalties, bonuses, rentals and all other 2015037765 Page 8 of 19 rights in connection with same are excepted therefrom as the same are set forth in instrument recorded in Volume 300. Page 605. of the Decd Records of Bmzona County. Texas 8. VBth of 1/8th of all the oil, gas and other minerals, the royalties, bonuses, rentals and all other rights ro connection with some are excepted therefrom as the same are set forth in iosaument recorded in Vohune 302. Page 133. of the Deed Records of Brazoria County. Texas 9 3; 512th of all the o:l. gas and other minerals, the royalties, bonuses, rentals and all other rights in connection with same arc excepted therefrom as the same are set forth in instrument recorded in Volume 312, Page 216. of the Deed Records of Brazoria Canty. Texas 10. 1/1601 nonparticipating of all the oil. gas and other minerals. the royalties, bonuses, rentals and all other rights in connection with same are excepted therefrom as the same are set forth in instrument recorded in Volume 315, Page 346, of the Decd Records of Bnzona County. Testa 11. Oil. Gu and Mineral Leases) granted m instrument recorded m Volume 316. Page 426, of the Deed Records of Brazeann County, Texas, and all terms, conditions and snipulatams contained therein. 12. 1'6tib of 11301 of all the al. gas and other minerals, the royalties. bonuses. rentals and all other nghta m conn« non with ranine are coupled therefrom as the same are set forth in instrument recorded in Volume 316. Page 431 of the Deed Records of Brazoria County, Texas 13. 1 /512th of all the oil. gas and other minerals, the royalties. bonuses, rentals and all other rights m connection with same art excepted therefrom as the same are set forth in instrument recorded in Volume 348. Page 234. of the Decd Records of Brazoria County, Texas. 14. Oil, Gas and Mineral Lease(s) granted in instrument recorded in Volume 387. Page 9, of the Deed Records of Brazen County, Texas, sod all terms. conditions and Stipulations contained therein 15. Oil, Gas and Mineral Leases) granted in instrument recorded in Volume 389. Page 182, of the Deed Records of Brazoria County. Texas, and all trams, conditions and stipulations contained therein 16. 1.2 of all the oil, gas and other minerals, the royahies, bonuses. rentals and all other rights in connection with same are excepted therefrom as the same are set forth in instrument recorded in Volume 391, Pages) 573 and 574, of the Deed Records of Braaona County, Texas. a 2015037765 Page 9 of 19 17. 116th non participating of all the oil, gas and other minerals. the royalties, bonuses. rentals and al! other tights in connection sixth same are excepted therefrom as the same are set forth in instrument recorded in Volume 442, Pages) 2"I and 272. of the Deed Records of Brazona County, Texas. 18. All the oil, gas and other minerals. and all other elements not considered a pan of the surface estate, the royalties, bonuses. rentals and all other nghts in connection with same all of which are expressly excepted therefrom and not insured hereunder, as the same are set forth in inswment recorded in Volume 478, Page 439, of the Deed Records of Bruona County, Texas. 19. 1 16th non-panicipatusg of all the oil, gas and other minerals, the royalties, bonne,. rentals and all other rights to connection with same are ex_epted therefrom as the same are set forth in instrument recorded in Volume 456, Page 4'2. of the Deed Records of Brazoria County. Texas. 20.Oil, Gas and Mineral Lease(t) granted in instrument recorded in Volume 539, Page 448, of the Deed Records of Brazoria County. Texas, and all terms, conditions and stipulations contained therein. 21. Oil, Gas and Mineral Lease(s) granted in instrument recorded in Volume 663, Page 237, of to Deed Records of Brazoria County, Texas. and all terns, conditions and stipulations contained themes 22. l'16th nonparticipating of all the oil. gas and other minerals. the royalties, bonuses. rentals and all other nghts m connection with same are excepted therefrom as the same are ser forth m instrument reconkd in Volume 681, Page 629, of the Deed Records of Brazen County. Texas. 23.OIL Gas and Mineral Lease(s) granted in instrument recorded in Volume 688, Page 298, of the Deed Records of Brazen County, Texas, and all tams, conditions and stipulations contained therein. 24.3/446 and 1/2 of all the oil. gas and other minerals, the royalues. bonuses. rentals and all other rights in connection with same are excepted therehom as the stone are set forth in instrument recorded to Volume 845, Page 388, of the Deed Records of Brazoria Cotmty. Texas 25. 1,16tb non -participating of al! the oil. gas and other rumen s, the royalties, boluses, rentals and all other nghts in conation with same are excepted therefrom as tie same are tat forth n Instrument recorded in Voi,me 856, Page(s) 765, 767, 770 and 771 of the Deed R000rds of Bnzona County, Texas. 26. 1/2 of all the oil, gas and other minerals, the royalties. bonuses, rentals and all other rights in connection with same are excepted therefrom as the same are ser forth in instrument recorded in Volume 891, Page 94, of the Deed Records of Brazoria County, Texas. (Said interest not investigated subsequent to date of reservation or conveyance.) 9 2015037765 Page 10 of 19 27. 1'2 of all the oil, gas and other minerals, the royalties, bonuses. rentals and all other nghts in connection with same are excepted therefrom as the same are set forth in instrument recorded w Volume 912, Page 589, of the Decd Records of Brazoria County, Texas. (Said interest not investigated subsequent to date of reservation or conveyance.) 28. An undivided interest of all me oil, gas and other minerals. the royalties, bonuses, rentals and all other rights m count -coon with same are excepted therefrom u the same are M forth in mststment recorded to Volume 1519, Page 168, of the Deed Records of Brazona County, Texas. and filed under Brazaia County Clerk's File 1`o(sl. 98 045965, 99 049546, 2010021102, 2010021103, 2010021104. (Said interest not investigated subsequent to date of reservation or conveyance.) 29. All leases. grants. exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all nghts, pnvkgei, and immunities relating thereto. appeanag of record to the Official Public Records of Brazoru County, Texas. 10 2015037765 Page 11 of 19 VOMIT "C" TO SPECIAL WARRANTY DEED Development Guidelines sod Restrkthe Covenants DEVBLOPMENT RESTRICTIONS AND RESTRICTIVE COVENANTS A. Development Restrictions Development of the Properly shall comply with the following development guidelnw l The Property may only be used for the development of an office, distribution and storage. warehouse and manufacturing facility. 2 Noise Levels for any development on the Properly or operations within the Property may not exceed 85 dB. measured from the properly line of Grantor's adjacent remaining property, in accordance with Texas law. 3. Provide a 30 foot landscaping buffer with berm along the southern property line that borders PISD property. where adjacent to the fence m front of service yams. storage areas or trash or refuse conanen The height of the berm shill be no more than five (5) feet high with no more than a 4 1 slope and shall nest at the center point of the 30 foot buffer Landscape buffer shall Include plantings to screen service yards. storage areas or trash or refuse containers. The landscape buffer area should be a mix of evergreen plant material. The plant buffer must achieve approximately 75% opacity from grade in all seasons. Suggested evergreen plant material may include: live oaks. waxmynle, holly species, oleander. and all species shall be in accordance with the Cory of Pearls d Unified Development Code approved list. Buffer planting areas, will be provsded with a complete underground irrigation system All planted areas shall be maintained to healthy condition Any trees or bushes that die or become diseased rust be replaced within 90 days with a similar species of similar size except for trees that will be replaced with a 6 inch calipa or larger. 4. All outside storage on the Property shall be placed on a reinforced concrete surface of sufficient depth and strength to suppon all business operations on the Property. 5. Any development on the Property must comply with all terms. conditions and requirements contained at the Tax Abatement Agreement executed between the owner of the Property and the City of Peartand, of one is in place. B. Restrictive Covenants Gramee shall not permit, or allow any other ocn.•pant of the Property to use any premises or any portion thereof for purposes of. 11 2015037765 Page 120119 1) Cocktail lounge, bar, or any other establishment that sells alcoholic beverage, with the exception of the following allowances for a business in possession or applying for one m both of the following alcohol licenses as labeled or defined by the Texas Alcoholic Beverage Commission. a) Mixed beverage restaurant permit with FB (1RM) — further defined u "permit authorizes a restaurant located man arm voted wet for the legal sale of mixed bekerages in tesuurants by food & beverage certificate bolder to sell nuked drinks. wine, beer, ale and roux liquor for consumption on the premises of the restaurant,' with the added exclusion that no open containers nor conswtptwn is pennined outside the confines of the enclosed conditioned building arca h) Wine and bcm MIMIC, off -premises penton (BQ) — forth= defined as "permit authorizes the holder to sell for off-site consumption only, but not for resale. wine. beer, and malt liquors containing alcohol in excess of one-half of one percent (1 of l%) by volume and not more than 14 percent or 17 percent of alcohol by volume (depending on r pe of local -operon eIe xoon), 2) Smoke or sobacco shop. 3) Duoo, 4) Skating rink, roller nnk, amusement arcade (excret for the operauon of video arcade games incidental to the operation of a restaurant otherwise potmittcd hereunder); 5) Auction house (except that any antique shop shall be permitted to hold auctions of antiques within its facility). 6) Flea market or reek shop. 7) Sale or trade of firearms, weapon. or ammunitions: 8) Blood bank; 9) Tattoo or piercing parlor. 10) Fungal home: 11) Sleeping quarters or lodging; 12) The sale, leasing or storage of automobiles, boats or other vehicles: 13) Any mining or mineral exploration or development except by non -surface means; 14) A ca=n vat amusement park or circus; 15) An assembly halt 16) Off ark bating establishment(however.the foregoing shall notlemit or restrict rhe sale of lottery tickets as an incidental part of anomer permned business operation): 17) Bingo hall or game room; 18) Any use involving the use, stooge, disposal or handling of hazardous materials other than the ancillary, pndent and customary use. stomp, disposal, and handling of hazardous materials in the ordinary course of business (whose primary business is not the use, storage, disposal or handling of hazardous materials) being operated in accordance with all applicebk laws. 19) Any facrhty for the sale of psraphanaba for we moth siren drugs, 20) Noncompliance with city. county. state or federal law es}rcully m regards to education; 21) Any use which creates a public nuisance; 12 2015037765 Page 13 of 19 221 Sexually onented business including but not limited to adult took store, adult theatre. adult amusement facility. any facility selling or displaying pomogaphic materials or having such displays; and 23) Boarding of animals or vctonna un services. 24) Agricultwal Animal Husbandry; 25) Airport & Heliport/ Helipad & or Landing Fiend, 26) Animal Processing: 27) Asphalt Batching Plant; 28) Auto Pans Sales (With Outside Storage or Display): 29) Auto Repair (Major); 30) Auto Repair (Minor); 31) Auto Sales/Dealer (New -In Building Auto Servicing and Used Auto Sales as accessory uses only) Combines Auto lease: 32) Auto Wrecker Service, 33) Asphalt /Concrete Batching Plast,, 34) Boat Sales Personal Watercraft Sales (New Repair); 35) Castle Feed Lot (CAM), 36) Check Cashing Service, 37) Commercial Extraction of Soil business; 38) Sand and Gravel or similar material and Storage: 39) Construction Contactor with Storage Yard; 40) Chemical Packing and/or Blending; 41) Dumps and Landfills; 42) Explosives Manufacturer and /or Storage, 43) Gaming Establishment. 44) Gasoline Station, 45) Liquefied Petroleum Storage & Sales, 46) Manufacturer of Chlorine or Other Toxic Gasses, 47) Mini-Warehouse/Self Storage business; 48) Minor Concrete Batching Operation & Storage of Associated Processing Material: 49) Mobile Manufactured Homes Saks or Rental Only. 50) Pawn Shop. Pay Day Loan & Gold Exchange. 5)) Penal Cotectronal Institutions, 52) Petroleum or Petroleum Product Extraction: 53) Petroleum Refining Manufacturing or Bulk Storage; 54) Petroleum Products Bulk Storage (Wholesale): 551 Sanitary Landfill (Private): 56) Samir Landfill (Public): 57) Studio - Tattoo or Body Pieltinj 58) Tire Rereading and Capping; 59) Tire Sales (Outdoors, With Open Storage); 13 2015037765 Page 14 of 19 60) Transfer Station (R efuse/Pick•up); 61) Travel Trailer/RV Park/Campground. 62) Truck (Heavy) and Bus Rental or Sales; 63) Wracking or Salssge Yard (Auto. Steel or Building Materials). C. These Development Restrictions and Restrictive Covenants shall attach to and run with the land, but shall become null and void and be of no further force and effect upon the expiration of 25 years from the Effective Date of this Deed 14 2015037765 Page 15 of 19 EXHIBIT "D" TO DEED )[lobi of Res ersiog Subject to the terms and conditions set forth below, Grantor reserves, and Grantor shall have the right snd option, but not the obligation, to exercise its Right of Reversion of the Property as described in this Exhibit D. I. As used herein, 'Construction Obligation' shall mon the substantial completion of construction of a tilt ap con; tete facility. consisting of no Less than 175,000 square feet, with office, warehouse. ardor dismbuoon space (the 'Project') to be built on the Property. 2. Subject to the tams and conditions set forth below, Grantee grants to Grantor, and Grantor shall have. the right and option, but not the obligation. to exercise a reversion of the Property (the 'Right of Reversion") if the Coostrucnon Obligation has not been satisfied by the expiration of three (3) years after the Effective Date of this Exhibit D which shall be the date of execution and recording of the Special Warranty Deed to which this Exhibit D a attached Such three (3) year period shall be extended one (11 day far exit day of delays due to Force Majeure. As used herein, 'Force Majeure' means wars. ten -onset explosion. foods, labor dupates, unusual delay in transportation, epidemics, earthquakes, adverse weather conditions not reasonably anticipated, governmental action or inaction not 'assembly anticipated, other acts of god, and other events beyond Grantee's reasonabk control. excluding differing site conditions. hazardous material, changes nude after the date hereof by a governmental authority to the building cedca or other legal roquinmenn applicable tc t c Pro)ect. Notwithstanding the foregoing, in the event that (r) construction of the Protect has commenced kat is not complete, or (ii) Shale Inland Group. LLC (or ds affiliate). as the 10,1001 of the Project defaults under its lease oe such lease is terminated for any reason; then Grantee shall have the right to extend such three (3) year period by one (1) additional year. For purposes of this Section. construction shall be deemed to have commenced once a site work permit for constructan of the Project has been issued by the City of Pearland. Grantor shall retain the discretion to grant additional extensions for the Cerstn,cuon Obligates as it deans appropnate. (a) In order to exacta the Right of Reverstoe. Grantor must deliver written notice to Grantee within 45 days after the date of the event tnggenng Grantor's nght under Section 2 above, and pay to Grantee the amount set forth to Section 2(c) no lea than 105 days after the date of Grantor's stainer' notice herein. (b1 If Grantor exercises the Right of Reversion. Grantee shall reconvey the Property to Grantor by special warranty decd (tie and dear of all bens and et vmbrances, with rao title exceptions other than those existing on the dare Grantor conveyed the Property to Grantee. except the lien for ad valorem taxes shall be limited to the year of reversion. Taxes shall be prorated for the year of reversion as of the date of the repurchase. 15 2015037765 Page 16 of 19 (c) If Grantor exercises the Reversion Right, Grantor shall pay to Grantee an amount equal to the purchase price that Grantee paid Grantor for the Property, excluding Grantee's closing costs. (d) The Right of Reversion shall terminate if Grantor does not give the wnttea exercise notice within the rime period speci5cd m Section 2(a) or, if having given such nonce, fails to make the payment of the amount set forth in Season 2(c) within the time period specified in Section 2(a) for closing (for reasons other than Grantee's failure to comply until the presumes of this Section 2). 3. The Illegality, invalidity or unenforceability of any provision of this Exhibit D shall not affect the legality, validity or enforceability of any other provision of this Exhibit D. 4. Notices. Any notice, demand or other communiution required to be given or to be served upon any party hereunder shall be void and of no effect unless given in accordance with the provisions of this section All notices. demands or other comanm.caoons must be in wnong and delivered to the person to whom it ro directed, either (i) m person or (111 delivered by a reputable non -electronic delivery service that provides a delivery recoip: Any notice, demand or other communication shall be deemed to have been given and received when delivered to the below stated address of the party to whom it is addressed. All notices. demands and other communications shall be given to the parties hereto at the following addresses: 1(to Grantor. City of Pearland Ann, City Manager 3519 Liberty Dr. Pearland, Texas 77581 with a Copy to: City of Peartand Atm: City Attorney 3519 Liberty Dr. Peastand, Texas 77581 Ifo Grantee: loshua R. Leventhal Partner & General Counsel LCN Capital Partners. LP. 142 Wet 57' Street New York, New York 10019 Any party entitled to receive notices hereunder may change the address for notice specified above by giving the other parry ten days' advance virtual notice of such change of address, 16 2015037765 Pape 17 of 19 1. THIS ZXHIBIT D MAY NOT BE AMENDED EXCEPT BY WRITTEN DOCUMENT SIGNED BY THE THEN CURRENT OWNER OP THE PROPERTY AND GRANTOR. SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND IS BINDING ON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. 6. The prevailing party in any legal proceeding regarding this Exhibit D shell be entitled to recover from the other puty all reasonable anomeys' fees and costs incurred in connection with such proceeding. Unless earlier tetmirrkd as provided hank the nghts heron granted dull terminate and shall be of no further fora; or effect upon Grantor's receipt of notice from Grantee of substantial compkuon of the Project, as certified by the thud party architcceengineer responsible for the oversight of the Project. 8 Norwtthstanding anything herein to the contrary, the Right of Reversion granted herein shall be subordinate to the superior Right of Reversion in favor of Portland Independent School District, as ser forth in that Special Warranty Deed cometing the Property from Pearland Independent School District to the City of Parland of due approximately the same as the date hereof. 17 2015037765 Page 18 of 19 EXHIBIT E' TO DEED Fight of FIM Refusal Grantee acknowledges that the Pearlaad Independent School District ("Penland ISD" or the "District') bas reserved, and this cooveyaoce, and the Property. is subject to, a Right of First Refusal. as sec forth in that Decd by and between Pearlatd ISD and the Cny of Pear',and executed of even date herewith and recorded in the Official Roal Property Accords of Braroru Canty, Texas 18 i to ro251f' LC y 2015037765 Page 19 of 19 FILED and RECORDED Instrument Number: 2015037765 Filing and Recording Date: 08/14/2015 12:21:35 PM Pages: 19 Recording Fee: $94.00 I hereby certify that this instrument was FILED on the date and time stamped hereon and RECORDED in the OFFICIAL PUBLIC RECORDS of Brazoria County, Texas. Joyce Hudman, County Clerk Brazoria County, Texas ANY PROVISION CONTAINED IN ANY DOCUMENT WHICH RESTRICTS THE SALE, RENTAL, OR USE OF THE REAL PROPERTY DESCRIBED THEREIN BECAUSE OF RACE OR COLOR IS INVALID UNDER FEDERAL LAW AND IS UNENFORCEABLE DO NOT DESTROY - Warning, this document is part of the Official Public Record. cclerk-megan SELLER'S STATEMENT Date: August 12, 2015 GFNo: 15002761 Sale From: City of Penland 3519 Liberty Dr. Parland, TX 77581 To: LCN SIH Houston (TX) LLC 4660 Sweetwater Blvd., Suite 110 Sugar Land, TX 77479 Property: Lot I. Block 1, Minor Plat Bailey Business Park Brazoria County, Texas Address n.a TX Sales Price ..__........ _.... ... ......52.639,044.50 Reim bursements/Credlb Total Reimbursements/Credits ._. _.__.. Gross Amount Due to Seller . _.. Less: Charges and Deductions ADDITIONALTITLE FEES.. Messenger Fee to Old Republic National Title Insurance ............. _.._.... _ ._..._ _ 525.00 Company. _.................. _.. _... _.... Recording Fees Estimate to OM Republic National Tide ... .. ..... .........S12.50 Insurance Company Tax Certificate to American Property Guard _ .. 537.00 Total Charges and Deductions Net Amount Due to Seller.. .574.50 _ . 574.50 t2_6aa_970.00 Selig undostrxds the Cooing or Curer. Agent has assonbled Nn mfone:auon re; resenting the vansathan front the but m(mnuton available from Wer sown and cannot p.rentee the accuracy therm( The lender myolted may be fumishsd a copy of :hit suument Seller understands Nat tax and insurance proration and rearm were baud on figures for the preceding year or supplied by others or estimates for the anent ester, and in the event of any change for current )ear. all necexaary adiulm.onn most be mass between Purchua and Seller direct. The undossgned heroby unhorse. 014 RapuMK National Talk Insurance Canaan) m nuke comae urn and di;busemxnu Si shown &bole and approves same for penmen, The undersigned also acknowtedloo rxnpt of tel hods. if apphtabk. el the •meant shown abase and a mace of a one of Nn Sham= Old Republic National Title Insurar:ce Company Jean Hicks CITY OF PEARLAND Printed at: 080112015 (03:18 pen) Compliments of Old Republic National Title Insurance Company