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HomeMy WebLinkAboutMisc. 4 BANK OF TEXAS IRREVOCABLE STANDBY LETTER OF CREDIT BOKO6SDP01629 ISSUED IN TULSA, OKLAHOMA ON 12/21/06 BENEFICIARY: CITY OF COLLEGE STATION, ATTN: DIRECTOR OF DEVELOPMENT SERVICES, 1101 TEXAS AVENUE COLLEGE STATION, TEXAS 77840 APPLICANT: LONE STAR - COLLEGE STATION GOLF ACADEMY, LTD 8 GREENWAY PLAZA, STE 702 HOUSTON, TX 77048 DATE AND PLACE OF EXPIRY: 12/21/07 TULSA AMOUNT: 370,471.00 USD USD three hundred seventy thousand four hundred seventy one and no cents THIS LETTER OF CREDIT IS ISSUED IN REFERENCE TO SUBDIVISION/PROJECT LOCATION LOT 2C, HORSE HAVEN ESTATES, AS DEPICTED ON THE VACATING AND FINAL PLAT, EXHIBIT 'A' OF THE PURCHASE AND SALE AGREEMENT. WE HEREBY ISSUE IN YOUR FAVOR THIS IRREVOCABLE STANDBY LETTER OF CREDIT AVAILABLE BY YOUR SIGHT DRAFT(S) ON BANK OF TEXAS, N.A., ACCOMPANIED BY THE FOLLOWING: BENEFICIARY'S WRITTEN STATEMENT, PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF <BENEFICIARY>, READING AS FOLLOWS: 'I, THE UNDERSIGNED, AN AUTHORIZED REPRESENTATIVE OF <BENEFICIARY>, DO HEREBY CERTIFY THAT <APPLICANT> HAS DEFAULTED AND FAILED TO COMPLETE THE DESIGN, PERFORMANCE AND CONSTRUCTION OF THE WATER, SANITARY SEWER, STORM SEWER, STREET IMPROVEMENTS, AND OTHER REQUIRED INFRASTURCTURE IN LOT2C HORSE HAVEN ESTATES, IN ACCORDANCE WITH CHAPTER 9 OF THE CODE OF ORDINANCES OF THE CITY OF COLLEGE STATION, TEXAS; AND THE PROCEEDS FROM THIS LETTER OF CREDIT WILL BE UTILIZED BY THE CITY OF COLLEGE STATION, TEXAS TO COMPLETE SUCH CONSTRUCTION. ' SPECIAL CONDITIONS: THIS LETTER OF CREDIT EXPIRES AT 4:00 P.M. , ON THE STATED EXPIRATION DATE, AT THE OFFICE OF BANK OF TEXAS, N.A. , INTERNATIONAL BANKING CENTER, LOCATED AT BANK OF OKLAHOMA, N.A. , ONE WILLIAMS CENTER, 15TH FLOOR SOUTH, TULSA, OKLAHOMA, 74172. PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED. DRAFT(S) DRAWN AND NEGOTIATED UNDER THIS LETTER OF CREDIT MUST BE ENDORSED HEREON AND BEAR THE CLAUSE 'DRAWN UNDER BANK OF TEXAS, N.A. , LETTER OF CREDIT NUMBER <ABOVE> DATED <ABOVE>. ' THIS ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS THERETO MUST BE SUBMITTED TO US TOGETHER WITH ANY DRAWINGS HEREUNDER FOR OUR ENDORSEMENT OF ANY PAYMENTS EFFECTED BY US. is 0 BANK OF TEXAS N.®, EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED, THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) ICC PUBLICATION NO. 500. WE HEREBY ENGAGE WITH YOU THAT DRAFTS AND DOCUMENTS DRAWN STRICTLY IN COMPLIANCE WITH THE TERMS OF THIS CREDIT AND AMENDMENTS SHALL MEET WITH DUE HONOR UPON PRESENTATION TO US. PRO iw. DAS009 SUED THORIZED NATURE CullEIANK OF TEXAS INTERNATIONAL BANKING CENTER ONE WILLIAMS CENTER, 15TH FLOOR TULSA, OK 74172 USA 12/21/06 BENEFICIARY: CITY OF COLLEGE STATION, ATTN: DIRECTOR OF DEVELOPMENT SERVICES, 1101 TEXAS AVENUE COLLEGE STATION, TEXAS 77840 LETTER OF CREDIT NUMBER: BOKO6SDP01629 APPLICANT: LONE STAR - COLLEGE STATION GOLF AMOUNT: 370,471.00 USD EXPIRATION: 12/21/07 AT THE REQUEST OF THE APPLICANT WE HAVE ISSUED OUR IRREVOCABLE STANDBY LETTER OF CREDIT REFERENCED ABOVE; THE ORIGINAL IS HEREBY ATTACHED. IF THE TERMS OF THE LETTER OF CREDIT ARE UNSATISFACTORY, WE SUGGEST YOU IMMEDIATELY COMMUNICATE WITH THE APPLICANT AND REQUEST THE APPROPRIATE AMENDMENT. INQUIRIES DIRECTED TO OUR OFFICE MAY BE MADE TO TELEPHONE +1 (918) 588-6601 OR TO FAX +1 (918) 588-6026. PLEASE SEND ALL CORRESPONDENCE DIRECTED TO OUR OFFICE TO THE ABOVE MENTIONED ADDRESS. IF PRIOR TO THE EXPIRATION DATE, THE APPLICANT'S OBLIGATION WITH YOU HAS BEEN COMPLETED AND YOU NO LONGER AVAIL YOURSELF OF OUR LETTER OF CREDIT, WE KINDLY ASK YOU TO RETURN THE ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS ALONG WITH A LETTER GIVING US YOUR CONSENT TO CLOSE THE LETTER OF CREDIT SO THAT THE APPLICANT'S LIABILITY WITH THE BANK IS RELEASED. BANK OF TEXAS IRREVOCABLE STANDBY LETTER OF CREDIT BOKO6SDP01629 ISSUED IN TULSA, OKLAHOMA ON 12/21/06 BENEFICIARY: CITY OF COLLEGE STATION, ATTN: DIRECTOR OF DEVELOPMENT SERVICES, 1101 TEXAS AVENUE COLLEGE STATION, TEXAS 77840 APPLICANT: LONE STAR - COLLEGE STATION GOLF ACADEMY, LTD 8 GREENWAY PLAZA, STE 702 HOUSTON, TX 77048 DATE AND PLACE OF EXPIRY: 12/21/07 TULSA AMOUNT: 370,471.00 USD USD three hundred seventy thousand four hundred seventy one and no cents THIS LETTER OF CREDIT IS ISSUED IN REFERENCE TO SUBDIVISION/PROJECT LOCATION LOT 2C, HORSE HAVEN ESTATES, AS DEPICTED ON THE VACATING AND FINAL PLAT, EXHIBIT 'A' OF THE PURCHASE AND SALE AGREEMENT. WE HEREBY ISSUE IN YOUR FAVOR THIS IRREVOCABLE STANDBY LETTER OF CREDIT AVAILABLE BY YOUR SIGHT DRAFT(S) ON BANK OF TEXAS, N.A. , ACCOMPANIED BY THE FOLLOWING: BENEFICIARY'S WRITTEN STATEMENT, PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF <BENEFICIARY>, READING AS FOLLOWS: 'I, THE UNDERSIGNED, AN AUTHORIZED REPRESENTATIVE OF <BENEFICIARY>, DO HEREBY CERTIFY THAT <APPLICANT> HAS DEFAULTED AND FAILED TO COMPLETE THE DESIGN, PERFORMANCE AND CONSTRUCTION OF THE WATER, SANITARY SEWER, STORM SEWER, STREET IMPROVEMENTS, AND OTHER REQUIRED INFRASTURCTURE IN LOT2C HORSE HAVEN ESTATES, IN ACCORDANCE WITH CHAPTER 9 OF THE CODE OF ORDINANCES OF THE CITY OF COLLEGE STATION, TEXAS; AND THE PROCEEDS FROM THIS LETTER OF CREDIT WILL BE UTILIZED BY THE CITY OF COLLEGE STATION, TEXAS TO COMPLETE SUCH CONSTRUCTION. ' SPECIAL CONDITIONS: THIS LETTER OF CREDIT EXPIRES AT 4: 00 P.M. , ON THE STATED EXPIRATION DATE, AT THE OFFICE OF BANK OF TEXAS, N.A. , INTERNATIONAL BANKING CENTER, LOCATED AT BANK OF OKLAHOMA, N.A. , ONE WILLIAMS CENTER, 15TH FLOOR SOUTH, TULSA, OKLAHOMA, 74172. PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED. DRAFT(S) DRAWN AND NEGOTIATED UNDER THIS LETTER OF CREDIT MUST BE ENDORSED HEREON AND BEAR THE CLAUSE 'DRAWN UNDER BANK OF TEXAS, N.A. , LETTER OF CREDIT NUMBER <ABOVE> DATED <ABOVE>. ' THIS ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS THERETO MUST BE SUBMITTED TO US TOGETHER WITH ANY DRAWINGS HEREUNDER FOR OUR ENDORSEMENT OF ANY PAYMENTS EFFECTED BY US. BANK OF TEXAS N.®, EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED, THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) ICC PUBLICATION NO. 500. WE HEREBY ENGAGE WITH YOU THAT DRAFTS AND DOCUMENTS DRAWN STRICTLY IN COMPLIANCE WITH THE TERMS OF THIS CREDIT AND AMENDMENTS SHALL MEET WITH DUE HONOR UPON PRESENTATION TO US. PRO D AS I SUED t ; BANK OF TEXAS Kt INTERNATIONAL BANKING CENTER ONE WILLIAMS CENTER, 15TH FLOOR TULSA, OK 74172 USA 12/21/06 BENEFICIARY: CITY OF COLLEGE STATION, ATTN: DIRECTOR OF DEVELOPMENT SERVICES, 1101 TEXAS AVENUE COLLEGE STATION, TEXAS 77840 LETTER OF CREDIT NUMBER: BOKO6SDP01629 APPLICANT: LONE STAR - COLLEGE STATION GOLF AMOUNT: 370,471.00 USD EXPIRATION: 12/21/07 AT THE REQUEST OF THE APPLICANT WE HAVE ISSUED OUR IRREVOCABLE STANDBY LETTER OF CREDIT REFERENCED ABOVE; THE ORIGINAL IS HEREBY ATTACHED. IF THE TERMS OF THE LETTER OF CREDIT ARE UNSATISFACTORY, WE SUGGEST YOU IMMEDIATELY COMMUNICATE WITH THE APPLICANT AND REQUEST THE APPROPRIATE AMENDMENT. INQUIRIES DIRECTED TO OUR OFFICE MAY BE MADE TO TELEPHONE +1 (918) 588-6601 OR TO FAX +1 (918) 588-6026. PLEASE SEND ALL CORRESPONDENCE DIRECTED TO OUR OFFICE TO THE ABOVE MENTIONED ADDRESS. IF PRIOR TO THE EXPIRATION DATE, THE APPLICANT'S OBLIGATION WITH YOU HAS BEEN COMPLETED AND YOU NO LONGER AVAIL YOURSELF OF OUR LETTER OF CREDIT, WE KINDLY ASK YOU TO RETURN THE ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS ALONG WITH A LETTER GIVING US YOUR CONSENT TO CLOSE THE LETTER OF CREDIT SO THAT THE APPLICANT'S LIABILITY WITH THE BANK IS RELEASED. Zbnect A-0 eov-vqD MOk Dei F -Prop : Cl2.- Appovy,a_475y./Sw 0-61 S4-6+inek -4 DEVELOPMENT AGREEMENT This Agreement is entered into this the 14th day of December 2006, by and between the City of College Station, a Texas Home-Rule Municipal Corporation (hereinafter referred to as "CITY"), and LONESTAR-COLLEGE STATION GOLF ACADEMY, LTD, a Texas limited partnership, owner of Lot 2, Horse Haven Estates (hereinafter referred to as the"OWNER"). WHEREAS, Lone Star— College Station Golf Academy is the owner of the property described as Lot 2 of Horse Haven Estates, as shown on the Final Plat, a copy of which is attached hereto as Exhibit A and incorporated herein by reference for all purposes (hereinafter referred to as"Lot 2"); and WHEREAS, development of Lot 2 is subject to the terms and provisions of that certain Development Agreement dated March 12, 1998, by and between the CITY and Burton Ray Hermann and Virginia Boriskie Hermann, individually, and Burton Ray Hermann, Virginia Boriskie Hermann, Michael W. Thiltgen, and Cheryl Thiltgen, as partners in the Lydia Boriskie Partnership, recorded in Volume 3065, Page 0245 of the Official Records of Brazos County, Texas(hereinafter referred to as the"Original Agreement"); and WHEREAS, the OWNER is proposing to divide Lot 2 into three lots; Lot 2A, Lot 2B and Lot 2C of Horse Haven Estates and sell to separate ownership for proposed redevelopment, Lot 2A, an 8.642 acre parcel, as shown on the Vacating and Final Plat of Lot 2, a copy of which is attached hereto as Exhibit B and incorporated herein by reference for all purposes; and, WHEREAS, the CITY's Thoroughfare Plan shows Appomattox Drive extending southward into and through Lot 2C, Horse Haven Estates (hereinafter referred to as the"Extension"); and, WHEREAS, the OWNER is proposing to rezone Lots 2A and 2B to a C-1 General Commercial zoning classification and proposing that Lot 2C, Horse Haven Estates maintain its current A-0 Zoning Classification; and, WHEREAS, under the terms of the Original Agreement, upon any redevelopment, rezoning or change in use of Lot 2, the CITY will determine if the Extension is necessary, and if so, the OWNER and/or its successors-in-interest,heirs or assigns are obligated to dedicate the necessary right-of-way for the Extension and shall be obligated to construct the Extension; and WHEREAS, the City Council of the CITY hereby determines that the Extension is not necessary at the time of rezoning for Lots 2A and 2B, Horse Haven Estates, or at the time of proposed redevelopment of T,oI 2A, Horse Haven Estates; and WHEREAS, the OWNER shall provide to the CITY a financial guarantee as outlined in Chapter 9, Section 7 of the City of College Station Code of Ordinances (Subdivision Regulations) to guarantee the OWNER's completion of the Extension at a future time upon a determination by the CITY that the Extension is necessary; and O:(Economic DevelopmensVn ProgresslGander MountainWFINAL COUNCIL APPROVED 121406.doc WHEREAS, the CITY's Master Utility Plan shows an eight inch waterline and various sewer, drainage and electrical infrastructure extending southward into and through Lot 2C,Horse Haven Estates (hereinafter referred to as the"Utilities"); and WHEREAS, OWNER desires to provide a financial guarantee for construction of the Utilities as provided under the City's Subdivision Regulations; and WHEREAS, deferral of the utility easement dedication varies from the requirements of the CITY's Subdivision Regulations that require property for utility easements to be dedicated before final plat approval; and WHEREAS, Chapter 9, Section 1B of the CITY's Code of Ordinances authorizes the City Council to approve development agreements requesting deferral of specific requirements of the Subdivision Regulations; and WHEREAS, this Agreement between the CITY and the OWNER addressing the deferral of dedication of utility easements is required before the CITY can approve and file for record the Vacating and Final Plat of Lot 2; NOW, THEREFORE, for and in consideration of the recitations above and in consideration of the promises and covenants herein expressed,the parties hereby agree and covenant as follows: 1. The OWNER agrees that any development of Lot 2C of Horse Haven Estates will be subject to review and approval of the CITY. In this event, any and all relevant plans and/or proposals will be submitted to the CITY for consideration of the need for the Extension and/or the need for Utilities. 2. The OWNER agrees that, if in connection with any development of Lot 2C of Horse Haven Estates, the CITY determines that the Extension is necessary, the OWNER and/or its successors-in interest, heirs or assigns shall be obligated to dedicate to the CITY the right-of way for the Extension as depicted on the CITY'S Thoroughfare Plan at no cost to the CITY. This dedication shall be by replatting of Lot 2C. OWNER and/or its successors-in-interest, heirs or assigns shall pay for such survey as is required. 3. The OWNER agrees that, if in connection with any development of Lot 2C of Horse Haven Estates, the CITY determines that the Extension is necessary, the OWNER and/or its successors-in interest, heirs or assigns shall be obligated to construct, at their own expense, the Extension according to then existing CITY codes and ordinances. 4. The OWNER agrees that, if in connection with any development of Lot 2C of Horse Haven Estates, the CITY determines that the Utilities are necessary, the OWNER and/or its successors-in interest, heirs or assigns shall be obligated to dedicate to the CITY the easements for the Utilities as depicted on the CITY'S Master Utility Plan at no cost to the CITY. This dedication shall be by replatting of Lot 2C. OWNER and/or its successors-in-interest, heirs or assigns shall pay for such survey as is required. 5. The OWNER agrees that, if in connection with any development of Lot 2C of Horse Haven Estates, the CITY determines that the Utilities are necessary, the OWNER and/or its 2 O:IEconomic DevelopmentVn ProgresstGander MountainlFINAL COUNCIL APPROVED 121406.doc successors-in interest, heirs or assigns shall be obligated to construct, at their own expense, the Utilities according to then existing CITY codes and ordinances. 6. The OWNER agrees to provide an irrevocable letter of credit in substantially the form attached hereto as Exhibit C and incorporated herein by reference for all purposes, as outlined in Chapter 9, Section 7 of the City of College Station Code of Ordinances (Subdivision Regulations) for an amount not to exceed the total amount of the costs of design and construction of the Extension and the construction of Utilities through Lot 2C of Horse Haven Estates as established by an engineer's estimate prepared by the OWNER and approved by the CITY (hereinafter referred to as the "Improvements"). The letter of credit for the first year of this Agreement shall be for the total amount of $370,471.00, based upon the engineer's estimate attached hereto as Exhibit D and incorporated herein by reference for all purposes. Said letter of credit is required prior to the filing of the Vacating and Final Plat of Lot 2. The irrevocable letter of credit shall be renewed each year until such time as the Improvements are constructed or until such time as the Extension or Utilities are removed from the Thoroughfare Plan or Master Utility Plan. The renewed letter of credit shall be submitted to the CITY for approval accompanied by an updated engineer's estimate and shall be for the total amount as established by the new engineer's estimate. In the event that the OWNER defaults and OWNER fails to cure such default within ten (10) days after notice of default by the CITY as provided in paragraph 7 below, under the terms of this Agreement, the CITY may draw down on the irrevocable letter of credit. 7. All notices and documents required herein shall be sent and provided to the parties at the addresses and telephone numbers listed below: Jim Baetge,Partner Dir. Development Services LoneStar—College Station Golf Academy,Ltd City of College Station 2301 Earl Rudder Freeway South P.O. Box 9960 College Station, Texas 77845 College Station,Texas 77842 Mobile: 979.777.7023 Hunter Nelson,President LoneStar—College Station Golf Academy,Ltd 8 Greenway Plaza, Suite 702 Houston,Texas 77046 Phone:713.877.8257 FAX: 713.877.1824 All notices and documents shall be deemed received when mailed with sufficient postage and deposited in a regular mailbox of the United States Post Office, The parties may change addresses upon thirty(30)days'written notice sent certified mail,return receipt requested. 8. This Agreement shall be filed of record in the Official Records of the Brazos County Clerk,Brazos County, Texas. 9. INDEMNIFICATION. The OWNER agrees to and shall indemnify, hold harmless and defend CITY, its officers, agents and employees, from and against any and all claims, losses, damages, causes of action, suits and liability of every kind, including all expenses of litigation, 3 O:IEconomic Developmentan ProgresslGanderMountainWFINAL COUNCIL APPROVED 121406.doc court costs, and attorney's fees, for injury to or death of any person, or for damage to any property arising out of or in connection with this Agreement. Such indemnity shall apply where the claims, losses, damages, causes of action, suits, or liability (collectively, "Claims") arise in whole or in part from the negligence of the CITY. 10. RELEASE. The OWNER, its successors-in-interest, heirs and assigns, hereby releases, relinquishes and discharges the CITY, its agents, officers, and employees, from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any loss of or damage to property (whether property of either the parties hereto, their employees, or of third parties) that is caused by or alleged to be caused by, arising out of, or in connection with this Agreement. This release shall apply regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance and regardless of whether such loss or damage (collectively, "Damage") was caused in whole or in part by the negligence of the CITY. 11. This Agreement has been made under and shall be governed by the laws of the State of Texas. Venue shall lie in a court of competent jurisdiction in Brazos County, Texas. 12. If it is determined that the CITY had no authority to enter into this Agreement, then the OWNER agrees that it shall meet all conditions required by the CITY'S Subdivision Regulations and the Thoroughfare Plan or the CITY will not approve the final plat of Lot 2. If this occurs, then as to Lot 2C of Horse Haven Estates, each party shall be considered to be returned to the position they were in before this Agreement. 13. In the event of litigation, the non-prevailing party agrees to pay and shall pay for all of the attorney's fees, court costs and other litigation costs of the prevailing party. 14. OWNER warrants that it is the only record owner of Lot 2, Horse Haven Estates. The parties agree that they have read the terms of this Agreement and familiarized themselves with the requirements hereunder and agree that they understand their rights and responsibilities hereunder. It is understood and agreed that this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, lessees, representatives, successors, and assigns; provided, however, and notwithstanding any contrary provision herein, it is agreed that the OWNER's obligations hereunder shall not be binding upon Oppidan, Incorporated, or any of its affiliates. It is understood that this Agreement contains the entire agreement between the parties and (except as provided in paragraph 16 below) supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated unless in writing and agreed by both parties. 15. Failure of either party, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision, nor in any way affect the validity of this Agreement, any part hereof,or the right of either party thereafter to enforce each and every provision hereof. 16. It is the intention of the parties that the Original Agreement shall remain in effect and not be superseded by this Agreement until such time as the condition precedent referred to in the succeeding sentence is satisfied. It shall be a condition precedent to this Agreement becoming 4 O:(Economic DevelopmenlUn Progress)Gander MountainWFINAL COUNCIL APPROVED 121406.doc effective that Lot 2 be re-platted into Lots 2A, 2B and 2C and that the CITY rezone Lots 2A and 2B of Horse Haven Estates to a C-1 General Commercial Zoning Classification; this Agreement shall be of no force or effect unless and until such re-platting and rezoning occur. The parties acknowledge that Lot 2C of Horse Haven Estates will maintain its current A-0 Zoning Classification. Executed this the 14th day of December,2006. OWNER CITY OF COLLEGE STATION LONESTAR-COLLEGE STATION GOLF ACADEMY, LTD, a Texas limited partnership BY: Ron Silvia,Mayor By: LSG Enterprises, L.L.C., a Texas limited liability company ATTEST: Hunter Nelson,President Connie Hooks, City Secretary APPROVED: Glenn Brown, City Manager City Attorney Jeff Kersten, Chief Financial Officer 5 O:(Economic DevelopmentlIn Progress)Gander MountainWFINAL COUNCIL APPROVED 121406.doc THE STATE OF TEXAS ) ACKNOWLEDGMENT COUNTY OF BRAZOS ) Before me, the undersigned authority, on this day personally appeared RON SILVIA as MAYOR of the CITY OF COLLEGE STATION, a Texas home rule municipal corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office on this the day of , 2006. Notary Public in and for the State of Texas THE STATE OF TEXAS ) ACKNOWLEDGMENT COUNTY OF BRAZOS ) Before me, the undersigned authority, on this day personally appeared HUNTER NELSON as President of LSG ENTERPRISES, L.L.C., a Texas limited liability company, general partner of LONESTAR-COLLEGE STATION GOLF ACADEMY, LTD., a Texas limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office on this the day of , 2006. Notary Public in and for the State of Texas 6 O:(Economic DevelopmentVn ProgresslGander MountainlFINAL COUNCIL APPROVED 12-14-06.doc EXHIBIT A Final Plat—Horse Haven Estates 7 O:(Economic Developmemlln ProgresslGanderMountainlFINAL COUNCIL APPROVED 121406.doc • 1 % l 4 1usterZi / I .1 ' \ MAM'� . 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AO --11'-'---..„.%z.. 1./4 .....",.:12 ;:s„..04,..,...,, (, , ..i,,,.. ,..7liz •vi mil 110A • ,6- 1614. r- . �rs9�.- 11;741011& • ECM"•, 410 1 \I - Shinn. _ .1. ' . I I' �t /�-`'^\ L. C"""- ��iI ,\ "'"' l 17.83 re. n Y 7/ , / , /� � ei� 4) Vplui a 40i PO:: 28� ClIC � 1 r Raintree-Sec ion One 1 a \� °q( Vo e 365, Pa 671 ,. ,,,,, \ 'io wol 4..- 323, Pog 258 ! J�Ruff nd' Volume 373. Page 461 g (Cooed .,4.29 Ad \�, p Vo+ume 508. Poge 11 3 y Milg i ,..., "" a ..,T # litl. lb R3 R VI ro41" m aa, - lq, ,,' a `c' a'`0 a Fp a .. ,r, 1 a . f1 6 V 'L', EXHIBIT B Vacating and Final Plat—Lot 2 8 O:(Economic Development In Progress\Gander MountainWFINAL COUNCIL APPROVED 121406.doc 3 i i ! R if cn '�i ak e 1 14 I I OSZ>1' oISE 50.11�9N sOaZgw *_jtw at;� = a S p l i 'el. 9 i IV 8 � �et-i,-.:2Z 288`g I !A i Uiw' J- w8 li S lir P,, � I �l Ai dr ff` e�i s1Qe d � . 0 o O _ _ d & tr'1led biitiIP! gii #t 10 \ IP, —e-1 4a A RI � d1 gtAr t i 11 • H 1 5!I I!!! 1.,,g.‘0„6 4;ral \.� _•— iii _ _ y I I I t�.)' 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LOCATION OF PROJECT: AMOUNT: THOUSAND HUNDRED AND NO/100 DOLLARS($ .00) ACCOUNT OF: ,(herein"DEVELOPER") GENERAL TERMS&CONDITIONS: The Issuing Bank set out above hereby issues its IRREVOCABLE LETTER OF CREDIT NO. in favor of the CITY OF COLLEGE STATION,TEXAS,in accordance with Chapter 5, V.T.C.A.TEXAS BUSINESS AND COMMERCE CODE and pursuant to the Code of Ordinances of the City of College Station, Chapter 9: Subdivisions, for the Account of DEVELOPER for an amount of up to THOUSAND HUNDRED AND NO/100 DOLLARS (5 .00). This amount is available by your draft(s)payable at sight when accompanied by the following: 1. Sworn Statement by a duly authorized representative of the City of College Station,Texas,stating that Developer has/have,following required notice and an opportunity to cure,defaulted and failed to complete the performance and construction of the improvements described below in accordance with the Chapter 9 of the Code of Ordinances of the City of College Station,Texas,and that the proceeds from this Letter of Credit will either be utilized by the City of College Station,Texas,to complete such construction or will be returned by the City of College Station to the Issuing Bank. js/c/mydocs/forms/Itrcrdt-rev00.doc 10/15/99 SPECIAL TERMS&CONDITIONS: 1. All banking fees/expenses/charges incurred are for the account of Developer. This Letter of Credit is issued in conjunction with the development of Developer in the City of College Station, Texas,specifically for the following: To guarantee the payment and performance of the proposed construction improvements in , a proposed addition to the City of College Station, Texas,for a period not to exceed one(1)year from the date hereof. 2. Disbursements pursuant to this Letter of Credit will never exceed the above-stated amount, less any amount released by the City of College Station,Texas. The amount of credit under this Letter of Credit may be reduced upon approval and acceptance by the City of College Station of completed improvements,which reduction may only be made with the written authorization of the Director of Development Services of the City of College Station. 3. In accordance with Section 5.106 of the TEXAS BUSINESS AND COMMERCE CODE, this Letter of Credit may be modified, upon the execution and delivery to Issuer of a sworn statement giving consent to modification by the Director of Development Services of the City of College Station. 4. The Issuer of this Letter of Credit has caused this Letter to be signed by the undersigned officer who has attached proof of his authorization to sign,together with attestation by Issuer's authorized attesting officer and sealed with the seal of Issuer. ISSUER: BY: Authorized Officer Attested By: STATE OF TEXAS * COUNTY OF BRAZOS * This instrument was acknowledged before me on ,200 ,by the authorized officer of , Issuer, a Texas Banking Corporation, on behalf of said Banking Corporation and in the capacity stated. Notary Public—State of Texas js/c/mydocs/forms/l trcrdt-rev00.doc 10/15/99 EXHIBIT D Engineer's Estimate 10 O:1Economic DevelopmentlIn ProgresslGander MountainlFlNAL COUNCIL APPROVED 121406.doc BANK OF TEXAS IRREVOCABLE STANDBY LETTER OF CREDIT BOKO6SDP01629 ISSUED IN TULSA, OKLAHOMA ON 12/21/06 BENEFICIARY: CITY OF COLLEGE STATION, ATTN: DIRECTOR OF DEVELOPMENT SERVICES, 1101 TEXAS AVENUE COLLEGE STATION, TEXAS 77840 APPLICANT: LONE STAR - COLLEGE STATION GOLF ACADEMY•, LTD 8 GREENWAY PLAZA, STE 702 HOUSTON, TX 77048 DATE AND PLACE OF EXPIRY: 12/21/07 TULSA AMOUNT: 370,471.00 USD USD three hundred seventy thousand four hundred seventy one and no cents THIS LETTER OF CREDIT IS ISSUED IN REFERENCE TO SUBDIVISION/PROJECT LOCATION LOT 2C, HORSE HAVEN ESTATES, AS DEPICTED ON THE VACATING AND FINAL PLAT, EXHIBIT 'A' OF THE PURCHASE AND SALE AGREEMENT. WE HEREBY ISSUE IN YOUR FAVOR THIS IRREVOCABLE STANDBY LETTER OF CREDIT AVAILABLE BY YOUR SIGHT DRAFT(S) ON BANK OF TEXAS, N.A., ACCOMPANIED BY THE FOLLOWING: BENEFICIARY'S WRITTEN STATEMENT, PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF <BENEFICIARY>, READING AS FOLLOWS: 'I, THE UNDERSIGNED, AN AUTHORIZED REPRESENTATIVE OF <BENEFICIARY>, DO HEREBY CERTIFY THAT <APPLICANT> HAS DEFAULTED AND FAILED TO COMPLETE THE DESIGN, PERFORMANCE AND CONSTRUCTION OF THE WATER, SANITARY SEWER, STORM SEWER, STREET IMPROVEMENTS, AND OTHER REQUIRED INFRASTURCTURE IN LOT2C HORSE HAVEN ESTATES, IN ACCORDANCE WITH CHAPTER 9 OF THE CODE OF ORDINANCES OF THE CITY OF COLLEGE STATION, TEXAS; AND THE PROCEEDS FROM THIS LETTER OF CREDIT WILL BE UTILIZED BY THE CITY OF COLLEGE STATION, TEXAS TO COMPLETE SUCH CONSTRUCTION. ' SPECIAL CONDITIONS: THIS LETTER OF CREDIT EXPIRES AT 4:00 P.M. , ON THE STATED EXPIRATION DATE, AT THE OFFICE OF BANK OF TEXAS, N.A. , INTERNATIONAL BANKING CENTER, LOCATED AT BANK OF OKLAHOMA, N.A. , ONE WILLIAMS CENTER, 15TH FLOOR SOUTH, TULSA, OKLAHOMA, 74172. PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED. DRAFT(S) DRAWN AND NEGOTIATED UNDER THIS LETTER OF CREDIT MUST BE ENDORSED HEREON AND BEAR THE CLAUSE 'DRAWN UNDER BANK OF TEXAS, N.A. , LETTER OF CREDIT NUMBER <ABOVE> DATED <ABOVE>. ' THIS ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS THERETO MUST BE SUBMITTED TO US TOGETHER WITH ANY DRAWINGS HEREUNDER FOR OUR ENDORSEMENT OF ANY PAYMENTS EFFECTED BY US. BANK OF TEXAS N.®, EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED, THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) ICC PUBLICATION NO. 500. WE HEREBY ENGAGE WITH YOU THAT DRAFTS AND DOCUMENTS DRAWN STRICTLY IN COMPLIANCE WITH THE TERMS OF THIS CREDIT AND AMENDMENTS SHALL MEET WITH DUE HONOR UPON PRESENTATION TO US. 'PRO D AS I SUED • THORIZED IGNATURE 4:141/041( OF TEXAS INTERNATIONAL BANKING CENTER ONE WILLIAMS CENTER, 15TH FLOOR TULSA, OK 74172 USA 12/21/06 BENEFICIARY: CITY OF COLLEGE STATION, ATTN: DIRECTOR OF DEVELOPMENT SERVICES, 1101 TEXAS AVENUE COLLEGE STATION, TEXAS 77840 LETTER OF CREDIT NUMBER: BOKO6SDP01629 APPLICANT: LONE STAR - COLLEGE STATION GOLF AMOUNT: 370,471.00 USD EXPIRATION: 12/21/07 AT THE REQUEST OF THE APPLICANT WE HAVE ISSUED OUR IRREVOCABLE STANDBY LETTER OF CREDIT REFERENCED ABOVE; THE ORIGINAL IS HEREBY ATTACHED. IF THE TERMS OF THE LETTER OF CREDIT ARE UNSATISFACTORY, WE SUGGEST YOU IMMEDIATELY COMMUNICATE WITH THE APPLICANT AND REQUEST THE APPROPRIATE AMENDMENT. INQUIRIES DIRECTED TO OUR OFFICE MAY BE MADE TO TELEPHONE +1 (918) 588-6601 OR TO FAX +1 (918) 588-6026. PLEASE SEND ALL CORRESPONDENCE DIRECTED TO OUR OFFICE TO THE ABOVE MENTIONED ADDRESS. IF PRIOR TO THE EXPIRATION DATE, THE APPLICANT'S OBLIGATION WITH YOU HAS BEEN COMPLETED AND YOU NO LONGER AVAIL YOURSELF OF OUR LETTER OF CREDIT, WE KINDLY ASK YOU TO RETURN THE ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS ALONG WITH A LETTER GIVING US YOUR CONSENT TO CLOSE THE LETTER OF CREDIT SO THAT THE APPLICANT'S LIABILITY WITH THE BANK IS RELEASED.