HomeMy WebLinkAboutLicense AgreementLICENSE AGREEMENT
The parties hereto, being BETHEL BAPTIST CHURCH OF COLLEGE STATION,
TEXAS, INC., hereinafter referred to as "Bethel", and C&J BARBEQUE MARKET, INC., of
College Station, Texas, hereinafter referred to as "C&J", have entered into this License
Agreement for good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged and confessed by each party hereto.
RECITALS
C&J presently operates a barbeque restaurant at 4304 Harvey Road in College
Station, Texas, on property which adjoins property owned by Bethel. C&J is planning an
extensive remodeling project with regard to their restaurant at that location. There presently
exists a drainage problem between the C&J and Bethel tracts of property that needs to be
addressed before C&J can continue with its building and remodeling plans. Bethel and C&J
have agreed that C&J shall have a license to use a portion of the property owned by Bethel
for a drainage swale and for parking for part of the restaurant parking lot. The license will
be granted upon the terms and conditions set out below.
1. Pro e . The license shall cover and includes a portion of Bethel's property
which is located just north of the C&J restaurant building as shown on Exhibit A attached
hereto and incorporated herein for all purposes.
2. Term.
(a) The term of the license will be for two (2) years, beginning January 1,
2008, and will automatically renew for eight (8) additional one (1) year terms unless
terminated as herein set out.
(b) In the event that C&J, or Floyd H. Manning or Jo N. Manning, sell fee title
ownership interest in the property that adjoins the tract described in Exhibit A, this license
will terminate automatically on the closing of such sale.
(c) Notwithstanding anything contained herein to the contrary, Bethel shall be
entitled to terminate the license with ninety (90) days written notice to C&J under the
following conditions: (i) Bethel decides to re -develop its property and the tract described in
Exhibit A is necessary for the church's re -development of the property; (ii) Bethel decides to
sell the property and C&J does not elect to exercise the right of first refusal set out in
Paragraph Eleven (11) herein.
(d) If the license agreement terminates as set out in this document, then all
requirements for mowing, maintenance, or other repair of the drainage swale shall become
the obligation of Bethel.
License Agreement Page I
3. Construction of Drainage Swale. C&J shall pay all costs and fees associated
with the design, planning, permitting, and construction of the drainage swale, including, but
not limited to, any legal fees, permit fees, or license fees required by any government
agency before the drainage swale can be constructed. C&J shall pay all construction costs
related to the construction of the drainage swale.
4. Construction Specifications. The drainage swale will be constructed
according to the plans set out on Exhibit C which are attached hereto and incorporated
herein for all purposes.
5. Permits Required. Prior to beginning construction of the drainage swale, C&J
shall provide Bethel with a permit issued by the Texas Department of Transportation for
construction of the swale on the highway right of way. In addition, C&J shall provide Bethel
with a permit issued by the City of College Station to allow grading of the property as
requested by C&J.
6. Temporary Access. C&J shall have temporary access, if necessary, to use of
the land that extends ten feet (10') in width along the northernmost boundary of the
drainage easement for purposes of access and construction of the drainage easement.
Upon completion of the construction of the drainage swale, any damage or leveling to such
property shall be performed promptly at C&J's cost and expense.
7. Maintenance. C&J, at its sole cost and expense, shall maintain the licensed
area in a neat manner. This will include regular mowing, grading as required, and other
necessary maintenance in order to keep the drainage swale area neat and functioning
properly.
8. No Adverse Claims. C&J acknowledges that it has not, does not, and will not
make any claim to legal title of the property that is located in the area described on Exhibit
"A", including the land area currently utilized for parking by C&J and Exhibit B which belongs
to Bethel. C&J acknowledges that its use of such property is authorized only under the
terms of this license agreement and not under any other legal claim or right. C&J shall
execute any document which may be required to completely resolve any potential claim.
9. Indemnity. C&J agrees to indemnify and hold Bethel harmless from any
claim, suit, or liability in anyway arising from C&J's use of Bethel's property for part of its
parking lot. This indemnity shall include all, damages, costs, or legal fees incurred by
Bethel in any action relating to use of Bethel's property by C&J, its agents, employees,
officers, or invitees.
10. Grant of License. Bethel, for the consideration and subject to the terms and
conditions set out herein, grants to C&J a license to use Bethel's property described in
Exhibit A in this license agreement for the benefit of C&J and its property which adjoins the
property of Bethel, to have and to hold the license and property, rights, and appurtenances
as set forth in this agreement.
License Agreement Page 2
11. Right of First Refusal. Should Bethel elect to sell all or a part of its property
that adjoins C&J's property, C&J shall have a right of first refusal to purchase the property
described in Exhibit A, hereinafter referred to as "subject tract", for the price per square foot
of the entire property offered to Bethel in writing by any third party. C&J shall have fifteen
(15) days in which to elect to exercise its right of first refusal after receiving written notice of
the offer made to Bethel. If C&J agrees to accept the offer made by a third party to Bethel,
Bethel shall convey the property free and clear of any liens. No covenants, conditions,
leases or restrictions shall be placed on the property, except those of record at the time the
license is entered into between C&J and Bethel. Bethel will provide a special warranty deed
to the subject tract, and closing will be within thirty (30) days of the later to occur of: (i)
Bethel's receipt of written approval of any governmental required re -platting of the property
which is to be purchased by C&J or (ii) C&J's acceptance of the right of first refusal. C&J
agrees to pay any and all costs related to the re -platting and conveyance of the subject
tract. All notices must be communicated in writing to the other party.
12. Prior Agreements Superceded. This document supercedes any and all prior
oral or written agreements between the parties hereto.
13. Notice of Default. In the event of any default in the terms of this license by
either party, the party alleging any default shall give the other party written notice of such
default, and such party shall have thirty (30) days to cure the default.
14. Choice of Law: Venue. This agreement shall be construed under the laws of
the State of Texas. Venue shall be in the county where the property is located.
15. Notices. All notices shall be given to the parties hereto at the following
address:
Floyd H. Manning
4304 Harvey Road
College Station, Texas 77840
Bethel Baptist Church
9900 Harvey Road
College Station, Texas 77845
16. Further Assurances. Each party to this agreement agrees to execute and
deliver any additional documents and instruments necessary and appropriate to perform
the terms, provision, and conditions of this agreement and all transactions contemplated by
this agreement.
17. Attorney's Fees. C&J agrees to pay all of Bethel's attorney's fees related to
the preparation and execution of this license agreement. If either party retains an attorney
to enforce this agreement, the party prevailing in litigation is entitled to recover reasonable
attorneys fees and court and other costs.
License Agreement Page 3
Dated G[ )1'uC� 28,
C&J BARRBBEQUE MARKET, INC.
By
YD MANNING, Pre dent
BETHEL BAPTIST CHURCH OF COLLEGE
STATION, TFXAS, INC.,,
LOVETT, its Church Administrator
STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on the 26 day of February, 2008,
by FLOYD MANNING, President of C&J BARBEQUE MARKET, INC., in the capacity
therein stated, as the act and deed of saic
License Agreement
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09/14/2009
Page 4
STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on the day of February, 2008,
by STEVE LOVETT, Church Administrator of BETHEL BAPTIST CHURCH OF COLLEGE
STATION, TEXAS, INC., in the capacity therein stated, as the act a d deed of said
corporation. j
aotsQ� Puk�c 0. E. ELMORE
NOTARY PUBLIC
STATE OF TEXAS NOTARY PUBLIC, State of Texas
* *
S MY COMM. EXP. 11/2/2009
oF
STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on th ay of February, 2008, by
DARYL THANE, Chairman of Building and Grounds of BETHEL BAPTIST CHURCH OF
COLLEGE STATION, TEXAS, INC., in the capacity therein stated, as the act and deed of
sa'
a°��YpU O. E. ELMORE
* * NOTARY PUBLIC
STATE EX TEXAS NOTARY PUBLIC, State of Texas
oF-�� MY COMM. EXP, 1 i/2/2009
STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on the I* day of February, 2008,
by TRACY PETERS, Deacon of BETHEL BAPTIST CHURCH OF COLLEGE STATION,
TE ted, as the act 7)eed oI corporation.
�ptpAY P(/�c
O. E. EL.l1+10RE l`
* * NOTARY PUBLIC
ct} STATE OF TEXAS
9�OF�MY COMM. EXP. 11/2/2009 NOTARY PUBLIC, State of Texas
br1/re/C&J/LicenseAgreement
License Agreement Page 5
Exhibit A, legal description of license area
Exhibit B, plat map and metes and bounds description of parking area
Exhibit C, swale construction design docs
License Agreement Page 6
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Description of License Area
Beginning at an angle point in the south property line of the
Bethel Baptist Church of College Station, Inc. tract, that
being the mutual north line of the C&J Barbecue Market, Inc.
tract (part of Lot 1, Block 1, Harvey Hillsides), thence N 52-
16-04 W 152.10' to the cap of an iron rod found in the
parking lot of the C&J tract and being the west corner of the
Bethel tract, thence along the existing State Highway 30
right-of-way N 48-20-16 E 35.00'; thence in a southeasterly
direction +/-156' to the Point of Beginning; and containing
approximately 2,750 SF or 0.063 acres, of which 0.019 acres
lies within the parking lot of C&J Barbecue as depicted in a
plat dated 02/13/2007 prepared by Brad Kerr of Kerr
Surveying, LLC (Exhibits B, p.1 and B, p. 2)
S2, /
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jo
Remainder of
Lot 1, Block 1
Harvey Hillsides, 263/485
— A portion of
Lot 1, Block 1
Harvey Hillsides,
331/598
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11. Right of First Refusal. Should Bethel elect to sell all or a part of its property
that adjoins C&J's property, C&J shall have a right of first refusal to purchase the property
described in Exhibit A, hereinafter referred to as "subject tract", for the price per square foot
of the entire property offered to Bethel in writing by any third party. C&J shall have fifteen
(15) days in which to elect to exercise its right of first refusal after receiving written notice of
the offer made to Bethel. If C&J agrees to accept the offer made by a third party to Bethel,
Bethel shall convey the property free and clear of any liens. No covenants, conditions,
leases or restrictions shall be placed on the property, except those of record at the time the
license is entered into between C&J and Bethel. Bethel will provide a special warranty deed
to the subject tract, and closing will be within thirty (30) days of the later to occur of: (i)
Bethel's receipt of written approval of any governmental required re -platting of the property
which is to be purchased by C&J or (ii) C&J's acceptance of the right of first refusal. C&J
agrees to pay any and all costs related to the re -platting and conveyance of the subject
tract. All notices must be communicated in writing to the other party.
12. Prior Agreements Superceded. This document supercedes any and all prior
oral or written agreements between the parties hereto.
13. Notice of Default. In the event of any default in the terms of this license by
either party, the party alleging any default shall give the other party written notice of such
default, and such party shall have thirty (30) days to cure the default.
14. Choice of Law: Venue. This agreement shall be construed under the laws of
the State of Texas. Venue shall be in the county where the property is located.
15. Notices. All notices shall be given to the parties hereto at the following
address:
Floyd H. Manning
4304 Harvey Road
College Station, Texas 77840
Bethel Baptist Church
9900 Harvey Road
College Station, Texas 77845
16. Further Assurances. Each party to this agreement agrees to execute and
deliver any additional documents and instruments necessary and appropriate to perform
the terms, provision, and conditions of this agreement and all transactions contemplated by
this agreement.
17. Attorney's Fees. C&J agrees to pay all of Bethel's attorney's fees related to
the preparation and execution of this license agreement. If either party retains an attorney
to enforce this agreement, the party prevailing in litigation is entitled to recover reasonable
attorneys fees and court and other costs.
License Agreement Page 3
Dated Febyuov,(A 28) 2 .
C&J BARRB�B''EQUE MARKET, INC.
By
YD MANNING, Pre dent
BETHEL BAPTIST CHURCH OF COLLEGE
STATION, TF-XAS, INC_ j
LOVETT, its Church Administrator
M
STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on the2
6 day of February, 2008,
by FLOYD MANNING, President of C&J BARBEQUE MARKET, INC., in the capacity
therein stated, as the act and deed of saic
License Agreement
MRIw IKICif W
Notary Nltj
My com bpmnoFt 09/
Page 4
3. Construction of Drainage Swale. C&J shall pay all costs and fees associated
with the design, planning, permitting, and construction of the drainage swale, including, but
not limited to, any legal fees, permit fees, or license fees required by any government
agency before the drainage swale can be constructed. CW shall pay all construction costs
related to the construction of the drainage swale.
4. Construction Specifications. The drainage swale will be constructed
according to the plans set out on Exhibit C which are attached hereto and incorporated
herein for all purposes.
5. Permits Required. Prior to beginning construction of the drainage swale, C&J
shall provide Bethel with a permit issued by the Texas Department of Transportation for
construction of the swale on the highway right of way. In addition, C&J shall provide Bethel
with a permit issued by the City of College Station to allow grading of the property as
requested by C&J.
6. Temporary Access. C&J shall have temporary access, if necessary, to use of
the land that extends ten feet (10') in width along the northernmost boundary of the
drainage easement for purposes of access and construction of the drainage easement.
Upon completion of the construction of the drainage swale, any damage or leveling to such
property shall be performed promptly at C&J's cost and expense.
7. Maintenance. C&J, at its sole cost and expense, shall maintain the licensed
area in a neat manner. This will include regular mowing, grading as required, and other
necessary maintenance in order to keep the drainage swale area neat and functioning
properly.
8. No Adverse Claims. C&J acknowledges that it has not, does not, and will not
make any claim to legal title of the property that is located in the area described on Exhibit
"A", including the land area currently utilized for parking by C&J and Exhibit B which belongs
to Bethel. C&J acknowledges that its use of such property is authorized only under the
terms of this license agreement and not under any other legal claim or right. C&J shall
execute any document which may be required to completely resolve any potential claim.
9. Indemnity. C&J agrees to indemnify and hold Bethel harmless from any
claim, suit, or liability in anyway arising from C&J's use of Bethel's property for part of its
parking lot. This indemnity shall include all, damages, costs, or legal fees incurred by
Bethel in any action relating to use of Bethel's property by C&J, its agents, employees,
officers, or invitees.
10. Grant of License. Bethel, for the consideration and subject to the terms and
conditions set out herein, grants to C&J a license to use Bethel's property described in
Exhibit A in this license agreement for the benefit of C&J and its property which adjoins the
property of Bethel, to have and to hold the license and property, rights, and appurtenances
as set forth in this agreement.
License Agreement Page 2
LICENSE AGREEMENT
The parties hereto, being BETHEL BAPTIST CHURCH OF COLLEGE STATION,
TEXAS, INC., hereinafter referred to as "Bethel", and C&J BARBEQUE MARKET, INC., of
College Station, Texas, hereinafter referred to as "C&J", have entered into this License
Agreement for good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged and confessed by each party hereto.
C
C&J presently operates a barbeque restaurant at 4304 Harvey Road in College
Station, Texas, on property which adjoins property owned by Bethel. C&J is planning an
extensive remodeling project with regard to their restaurant at that location. There presently
exists a drainage problem between the C&J and Bethel tracts of property that needs to be
addressed before C&J can continue with its building and remodeling plans. Bethel and C&J
have agreed that C&J shall have a license to use a portion of the property owned by Bethel
for a drainage swale and for parking for part of the restaurant parking lot. The license will
be granted upon the terms and conditions set out below.
1. Propeay. The license shall cover and includes a portion of Bethel's property
which is located just north of the C&J restaurant building as shown on Exhibit A attached
hereto and incorporated herein for all purposes.
2. Term.
(a) The term of the license will be for two (2) years, beginning January 1,
2008, and will automatically renew for eight (8) additional one (1) year terms unless
terminated as herein set out.
(b) In the event that C&J, or Floyd H. Manning or Jo N. Manning, sell fee title
ownership interest in the property that adjoins the tract described in Exhibit A, this license
will terminate automatically on the closing of such sale.
(c) Notwithstanding anything contained herein to the contrary, Bethel shall be
entitled to terminate the license with ninety (90) days written notice to C&J under the
following conditions: (i) Bethel decides to re -develop its property and the tract described in
Exhibit A is necessary for the church's re -development of the property; (ii) Bethel decides to
sell the property and C&J does not elect to exercise the right of first refusal set out in
Paragraph Eleven (11) herein.
(d) If the license agreement terminates as set out in this document, then all
requirements for mowing, maintenance, or other repair of the drainage swale shall become
the obligation of Bethel.
License Agreement Page 1
STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on the day of February, 2008,
by STEVE LOVETT, Church Administrator of BETHEL BAPTIST CHURCH OF COLLEGE
STATION, TEXAS, INC., in the capacity therein stated, as the act a d deed of said
corporation.
v
ru O. E. ELMORE
aote� &,�
NOTARY PUBLIC NOTARY PUBLIC, State of Texas
* * STATE OF TEXAS
A>FOF y MY COMM. EXP. 11/2/2009
STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on th ay of February, 2008, by
DARYL THANE, Chairman of Building and Grounds of BETHEL BAPTIST CHURCH OF
COLLEGE STATION, TEXAS, INC., in the capacity therein stated, as the act and deed of
sa'
O. E. ELMORE S
* * NOTARY PUBLIC
STATE EX TEXAS NOTARY PUBLIC, State of Texas
��y MY COMM, IXP, i i/2/2009
STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on the I* day of February, 2008,
by TRACY PETERS, Deacon of BETHEL BAPTIST CHURCH OF COLLEGE STATION,
T rami ted, as the acted
o I corporation.
aptt3iY P(/�c /
O. E. ELMORE:
* * NOTARY PUBLIC
STATE OF TEXAS
�OF�' MY COMM. EXP. 11/2/2009 NOTARY PUBLIC, State of Texas
br11re/C&J/LicenseAgreement
License Agreement Page 5
Exhibit A, legal description of license area
Exhibit B, plat map and metes and bounds description of parking area
Exhibit C, swale construction design docs
License Agreement Page 6
TOP SSMH 91.06
55 FL 80. (08
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Description of License Area
Beginning at an angle point in the south property line of the
Bethel Baptist Church of College Station, Inc. tract, that
being the mutual north line of the CW Barbecue Market, Inc.
tract (part of Lot 1, Block 1, Harvey Hillsides), thence N 52-
16-04 W 152.10' to the cap of an iron rod found in the
parking lot of the C&J tract and being the west corner of the
Bethel tract, thence along the existing State Highway 30
right-of-way N 48-20-16 E 35.00'; thence in a southeasterly
direction +/-156' to the Point of Beginning; and containing
approximately 2,750 SF or 0.063 acres, of which 0.019 acres
lies within the parking lot of CW Barbecue as depicted in a
plat dated 02/13/2007 prepared by Brad Kerr of Kerr
Surveying, LLC (Exhibits B, p.1 and B, p. 2)
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A . 6 -�— ReAced 131-TbS+ Cktxp-ck
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'6, — A portion of
Lot 1, Block 1
G �� Harvey Hillsides,
� 331/598
C �,T Building
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Remainder of
Lot 1, Block 1
.--� Harvey Hillsides, 263/485
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METES AND BOUNDS DESCRIPTION
OFA
0.019 ACRE TRACT
PORTION OF LOT 1
HARVEY HH— LS DES,
COLLEGE STATION, BRAZOS COUNTY, TEXAS
METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND
BEING SITUATED IN COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING A PORTION OF
LOT 1, HARVEY HILLSIDES, BLOCK 1, ACCORDING TO THE PLAT RECORDED IN VOLUME 263, PAGE 485
OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS.
SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTHEAST LINE OF HARVEY ROAD (VARIABLE WIDTH R.O.W.)
MARKING THE NORTH CORNER OF A CALLED TRACT OF LAND DESCRIBED AS BEING A PORTION OF
SAID LOT 1 BY A DEED TO FLOYD HENRY MANNING AND WIFE, 70 SUSAN MANNING, RECORDED IN
VOLUME 498, PAGE 83 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, AND THE WEST CORNER
OF A CALLED TRACT OF LAND BEING A PORTION OF SAID LOT 1 CURRENTLY OWNED BY BETHEL
BAPTIST CHURCH OF HARVEY ACCORDING TO THE BRAZOS COUNTY APPRAISAL DISTRICT, SAID
POINT BEING IN AN EXISTING ASPHALT PARKING AREA;
THENCE: N 48'02'00" E ALONG THE SOUTHEAST LINE OF HARVEY ROAD FORA DISTANCE OF 17.84
FEET TO A POINT;
THENCE: S 42'48'09" E THROUGH SAID LOT 1 AND THROUGH SAID CHURCH TRACT FOR A DISTANCE
OF 68.10 FEET TO A POINT NEAR THE EASTERLY CORNER OF SAID EXISTING PARKING AREA;
THENCE: S 47'39'38" W CONTINUING THROUGH SAID LOT 1 AND THROUGH SAID CHURCH TRACT
FORA DISTANCE OF 6.11 FEET TO A POINT ON THE COMMON LINE OF SAID CHURCH TRACT AND SAID
MANNING TRACT, FOR REFERENCE A'/z INCH IRON ROD FOUND MARKING AN ANGLE POINT IN THE
COMMON LINE OF SAID CHURCH TRACT AND SAID MANNING TRACT BEARS: S 52° 32,34" E FOR A
DISTANCE OF 82.23 FEET;
THENCE: N 52'32'34" W CONTINUING THROUGH SAID LOT 1 AND ALONG THE COMMON LINE OF SAID
CHURCH TRACT AND SAID MANNING TRACT FOR A DISTANCE OF 69.31 FEET TO THE POINT OF
BEGINNING CONTAINING 0.019 OF AN ACRE OF LAND, MORE OR LESS, AS SURVEYED ON THE
GROUND NNE, 2003. SEE PLAT PREPARED FEBRUARY, 2008, FOR MORE DESCRIPTIVE INFORMATION.
BEARING SYSTEM SHOWN HEREIN IS BASED ON THE PLAT CALL BEARINGS OF HARVEY HILLSIDES,
BLOCK 1, 263/485.
BRAD KERR
REGISTERED PROFESSIONAL
LAND SURVEYOR No. 4502
D:/WORIUMAB/08-097.MAB
BRAD KERR
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