Mardt 1.~,10li 29
""Nbrna ry
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To: City of Friendswood
RE:
Extension of Friendswood Lakes Boulevard
To Whom It May Concern at City of Friendswood: Yellowstone Hill Country Ranch, LLC ("Yellowstone"), the patties listed on Exhibit A attached hereto and made a part hereof (collectively, the "Cleaves''), and The Estate of George A. Bofysil, Jr. acting through Sherry B. Angelo, as Co-Independent Executrix, and Georgia A. Graugnard, as Co-Independent Executrix (and any of its assigns, whether in whole or in part, the "Estate," and, together with Yellowstone and Cleaves, "Contributm-s'') hereby enter into this non-binding letter of intent to you in order to facilitate fut1her discussions regarding the possible four (4) lane extension of Friendswood Lakes Blvd. South of FM 528 to West Boulevard (the "Extension") by the City of Friendswood (the "City").
It is proposed that (i) each of Yellowstone, Cleaves (each Cleaves patty in accordance with its pro rata share of ownership), and the Estate shall each contribute Three Hundred Thi.tty Three Thousand Three Hundred and Thhty Three and 33/100 Dollars ($333,333.33), for a total of One Million and No/100 Dollars ($1,000,000.00) towards the construction of the Extension by the City, to be contributed upon the later of commencement of development or completion of construction of the Extension, together with the proceeds of the November 2016 Galveston County bond proceeds allocated to the City, and (ii) Yellowstone shall dedicate a one hundred foot ( I 00') wide right of way approximately 0.39 miles in length (in the approximate location shown by yellow dotted line on Exhibit B attached hereto and made a pat1 hereof) and the Cleaves shall dedicate a one hundred foot (100') wide right of way approximately 0.40 miles in length (in the approximate location shown by red dotted line on Exhibit B). provided that in the event the Extension has not been completed within eighteen (18) months, such dedications shall reve11 to their respective owners. Four Hundred Thousand and No/100 Dollars ($400,000.00) shall be reimbursed by the City to the Contributors through one or more 3 80 Agreements to be entered into by the City and the Contributors which shall provide, among other things, for a I 00% rebate of sales and prope1ty tax derived from any and all development upon the Contributors' until paid in full. The City acknowledges that certain property owned by SEC 528/Friendswood Lakes, Ltd. which is adjacent to the tract owned by the Estate shall constitute a portion of the Estate for purposes of calculating the sales and property tax derived from the tract owned by the Estate. This letter only represents the general intentions of the pa11ies. Notwithstanding anything herein to the contrary, it is understood that neither the Contributors nor the City shall be legally bound to the other by reason of this letter, nor shall any rights, liabilities or obligations arise as a result of this letter unless and until a separate final binding agreement is entered into among the Contributors and the City. Any actual payment by the Contributors under such agreement would become due only upon completion and acceptance of the Extension by all Authorities Having Jurisdiction. Except as may be set fo11h in any final binding agreement with respect to this transaction, each patty shall bear its own expenses (including, without limitation, all fees and expenses of attorneys, accountants and other consultants or advisors) in connection with our discussions or in any way relating to the proposed transaction. Please execute this letter in the space provided below acknowledging your willingness to pursue discussions upon the terms set forth in this letter and return the executed counterpart lfl: or .
.
[Signature Page Follows]
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Sincerely, YELLOWSTONE: YELLOWSTONE HilL COUNTRY RANCH, LLC
By:/(YIName: J:::c.:4.,. Title:
AduJ"'-
A7evrl-
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CLEAVES: CYPRESS CREEK HOLDINGS, LTD.
By: _ _ _ _ _ _ _ _ _ _ __
Name: _ _ _ _ _ _ _ _ _ _ _ __ Title: _ _ _ _ _ _ _ _ _ _ _ __
MELISSA CLEAVES BENSON
CONSTANCE CLEAVES BRAKEBILL
VIRGINIA CLEAVES PARRISH
WILBUR R. CLEAVES
CATHERINE CLEAVES MAHON
[Signatures Continue]
By: - - ~ ~ ~ ~ , , _ . : : ; . - - - 4 - - - - 1 - - Name: ~~~::.:...:..~~:_._---_.:,,,..,"---Title: __,,_=~==-=-=-====-=-=-----
By:_,~o!!!!2.~~..,,,,,e!.~l..l,,6.~L---Name: ~ = o p . ~ . . = ! . = . a i ~ ~ - - - - - Title: __.:=~==-=~===-----
THE CITY OF FRIENDSWOOD:
By:------------Name: _ _ _ _ _ _ _ _ _ _ _ _ __ Title: _ _ _ _ _ _ _ _ _ _ _ _ __ Agreed and Accepted this _ _ day of _ _ _ _ _ _, 2017.
Sincerely,
YELLOWSTONE: YELLOWSTONE BILL COUNTRY RANCH, LLC By: _ _ _ _ _ _ _ _ _ _ _ __ Name: _ _ _ _ _ _ _ _ _ _ __ Title: _ _ _ _ _ _ _ _ _ _ __
CLEAVES: CYPRESS CREEK HOLDINGS, LTD. By: _ _ _ _ _ _ _ _ _ _ _ __ Name: _ _ _ _ _ _ _ _ _ _ __ Title: _ _ _ _ _ _ _ _ _ _ __
WILBUR R. CLEAVES
CATHERINE CLEAVES MAHON [Signatures Continue]
Title:
MELISSA CLEAVES BENSON
CONSTANCE CLEAVES BRAKEBILL
VIRGINIA CLEAVES PARRISH
WILBUR R. CLEAVES
CATHERINE CLEAVES MAHON (Signatures Continue]
THE ESTATE:
By: Name: Title:
Shmn:B Angelo
Independent Co-Executrix
By: Name:
Georgia B Graugnard
Title:
Independent Co-Executrix
THE CITY OF FRIENDSWOOD; By: Name:
Title: Agreed and Accepted this __ day of _ _ _ _ __, 2017.
Exhibit A TheOeaves
Sincerely, YELLOWSTONE: YELLOWSTONE HILL COUNTRY RANCH, LLC By: _ _ _ _ _ _ _ _ _ _ __ Name: _ _ _ _ _ _ _ _ _ __ Title: _ _ _ _ _ __ _ _ _ __
CLEAVES:
MELISSA CLEAVES BENSON
VIRGINIA CLEAVES PARRISH
;f:/fi.~A , ~ ~~~~ CATHERINE CLEAVES MAHON [Signatures Continue]
Exhibit A The Cleaves
Cypress Creek Holdings Ltd. Melissa Cleaves Benson Constance Cleaves Brakebill Virginia Cleaves Parrish Ted Cleaves Catherine Cleaves Mahon
Exhibit B The Extension
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FRIENDSWOOD, TX
STERLING CREEK
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