STATE OF TEXAS
COUNTY OF HARRIS
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RIGHT-OF-WAY ACQUISITION AGREEMENT
State of Texas, County of HARRIS
This Right of Way Acquisition Agreement (the “Agreement”) is entered into as of the
Effective Date (as defined below), by and between MOT VAN PHAM, herein known as the
“SELLER”, in Harris County, Texas, and the CITY OF FRIENDSWOOD, Harris County,
Texas, herein known as the “BUYER”. Subject to the terms and conditions set forth in this
Agreement, Seller does hereby agree to GRANT, SELL, CONVEY and DEDICATE to Buyer,
and Buyer hereby agrees to purchase in fee simple from Seller, a right-of-way over a portion of
Seller’s Property (as defined below) to be used by Buyer as permanent non-exclusive public
street right-of way in, over, under and across the following described property situated in Harris
County, Texas, to wit:
Tract 3B-1 of Abstract 459, Sarah McKissick Survey, Harris County, Texas (the “Seller’s
Property”).
Commonly known as:
3860 Friendswood Link Road, Friendswood, Texas 77546.
Said sale and dedication shall be for the 1,728 Sq. Ft.) portion of Seller’s Property
located on its southeast boundary, as described in Exhibit A, attached hereto and incorporated
herein by reference, and depicted and labeled as “Parcel 2” in Exhibit B, attached hereto and
incorporated herein by reference (“Parcel 2”), to be used by Buyer for Friendswood Link Road
Widening Project Right of Way; and shall include all rights, privileges and appurtenances
pertaining thereto, including but not limited to: claims, permits, strips and gores, easements.
In exchange for Seller’s conveyance of Parcel 2 to Buyer, Buyer hereby agrees to
construct and install paving improvements, as further described below, the value of which is
greater than or equal to the fair market value of Parcel 2, as described in paragraph 2a of the
GLO – Notification of Voluntary Acquisition dated October 15, 2013, attached hereto and
incorporated herein by reference as Exhibit C.
I. TERMS AND CONDITIONS:
1) Buyer shall pay all costs associated with the Closing, and the transfer of ownership of Parcel
2 to Buyer, including but not limited to, the necessary registration and required legal
documentation related thereto.
Initial for identification by Buyer ______
Seller ____
2) Parcel 2 shall be purchased by Buyer in its “as is, where is” condition, and Seller makes no,
and hereby disclaims all, representations or warranties related to Parcel 2, except as expressly
set forth in this Agreement.
3) Seller warrants that, to the best of Seller’s actual knowledge, the title to Parcel 2 is good, is
transferable to the Buyer fully and without dispute, and will be free and clear of all liens and
encumbrances when transferred to the Buyer.
4) Buyer hereby agrees to file the necessary documents with the County Clerk’s office to reflect
a decrease in the site size of Seller’s Property (1,728 Sq. Ft.).
5) Buyer shall obtain any necessary acceptance and approval of this transaction by the
Wedgewood Homeowners Association, if applicable.
II. CLOSING
Closing of the transaction contemplated herein (the “Closing”) will be on or before February
28, 2014. At Closing, the following shall take place:
1) Seller shall execute and deliver a special warranty deed, in form and substance
reasonably acceptable to Seller, dedicating Parcel 2 to Buyer as right-of-way in, over,
under and across the Seller’s Property.
2) Seller and Buyer shall execute and deliver any reasonably acceptable notices, statements,
certificates, affidavits, releases, loan documents, and other documents required of them
by this Agreement, or required by law, necessary for the Closing of the sale.
3) All covenants, representations, and warranties in this Agreement survive Closing.
4) Seller shall deliver to Buyer possession of Parcel 2 in its present condition upon Closing.
5) Expenses payable by Buyer (the “Buyer Expenses”) include, but are not limited to:
a. Preparation of necessary transfer documents, recording fees, expenses incident to
the ownership of Parcel 2, and other expenses payable by the Buyer pursuant to
this Agreement. Buyer shall promptly reimburse Seller for any such expenses, if
any, actually incurred by Seller.
III.
POST-CLOSING OBLIGATIONS
1) Buyer shall, at Buyer’s sole cost and expense, construct and install, or cause to be
constructed and installed, on the Seller’s Property, paving improvements, including, but not
limited to an approximately ___ feet, by __ feet, by 6 inch concrete driveway (the
“Driveway”), as further described in Exhibit C. The design, specifications, and exact location
of such Driveway shall be subject to the written approval of both parties, which approval
shall not be unreasonably denied, and the standards shall conform, at a minimum, to the
Initial for identification by Buyer ______
Seller ____
Seller’s engineered plans for the construction of the school and related infrastructure
adjoining the Driveway. Buyer’s obligation set forth in this Section shall survive Closing.
IV.
MISCELLANEOUS PROVISIONS
1) DEFAULT
If either party fails to comply with the terms of this Agreement for any reason (except to the
extent due to a default by the other party), such party will be in default and the other party may
seek all applicable relief as provided by law.
2) ATTORNEY’S FEES
As noted on Page 2, Buyer is to pay all costs associated with transfer of ownership, registration,
and required legal documentation of Parcel 2. Parties are to pay their respective attorney’s fees.
3) ENTIRE AGREEMENT
This Agreement sets forth the entire agreement between the parties with respect to the
subject matter hereof, and all prior discussions, representations, proposals, offers, and oral or
written communications of any nature are entirely superseded hereby and extinguished by the
execution of this Agreement. No modification or waiver of any right under this Agreement will
be effective unless it is evidenced in a writing executed by an authorized representative of each
party to this Agreement.
4) SEVERABILITY
The phrases, clauses, sentences, paragraphs, or sections of this Agreement are severable
and, if any phrase, clause, sentence, paragraph, or section of this Agreement should be declared
invalid by the final decree or judgment of any court of competent jurisdiction, such invalidity
shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this
Agreement. Time is of the essence for this Agreement.
5) FAIR CONSTRUCTION
By execution of this Agreement, the parties acknowledge that they have read and
understand each provision, term, and obligation contained in this Agreement. This Agreement,
although drawn by one party, shall be construed fairly and reasonably and not more strictly
against the drafting party than the non-drafting party.
6) INDEMNITY
Buyer shall, to the extent permitted by law, indemnify and hold Seller and its employees,
officers, directors or trustees, and consultants harmless from and against any and all damages,
liabilities, or costs arising from acts or omissions taken in connection with this Agreement by
Buyer, its contractors, subcontractors or agents. However, Buyer shall not be required to
indemnify Seller for Seller’s own negligence or intentional misconduct. Nothing contained
Initial for identification by Buyer ______
Seller ____
herein shall be construed as a waiver of the rights of a governmental entity with respect to limits
of liability or immunity established by the Texas Tort Claims Act, Chapter 101, Civil Practices
and Remedies Code, or other law.
Seller shall, to the extent permitted by law, indemnify and hold Buyer and its employees,
officers, directors or trustees, and consultants harmless from and against any and all damages,
liabilities, or costs arising from acts or omissions taken in connection with this Agreement by
Seller, its contractors, subcontractors or agents. However, Seller shall not be required to
indemnify Buyer for Buyer’s own negligence or intentional misconduct. Nothing contained
herein shall be construed as a waiver of the rights of a governmental entity with respect to limits
of liability or immunity established by the Texas Tort Claims Act, Chapter 101, Civil Practices
and Remedies Code, or other law.
7) BINDING AGREEMENT
This Agreement shall apply to and be binding upon the parties hereto and their respective
successors and assigns. This Agreement and any of the rights obtained hereunder are not
assignable by any party hereto without the express written consent of the other party, which
consent shall not be unreasonably withheld.
8) EXECUTION
Each party represents that (i) execution and delivery of this Agreement by it has been
duly authorized by its governing body or other persons from whom such party is legally bound to
obtain authorization, (ii) that the consummation of the contemplated transaction will not result in
a breach or violation of, or a default under, any agreement by which it is bound, or by any
statute, rule, regulation, order or other law to which it is subject, and (iii) this Agreement is a
binding and enforceable agreement on its part.
9) APPLICABLE LAW
This Agreement shall be governed and construed in accordance with the laws of the State of
Texas, and mandatory and exclusive venue in any action arising out of this Agreement shall be in
Harris County, Texas.
10) NO THIRD PARTY RIGHTS
This Agreement shall be for the sole and exclusive benefit of the Buyer and Seller, and
and shall not be construed to confer any benefit or right upon any other party.
11) NOTICES
Initial for identification by Buyer ______
Seller ____
All notices from one party to the other must be in writing and shall be effective when
mailed to, hand-delivered at, or transmitted by facsimile or electronic transmission as follows:
To the Buyer:
City of Friendswood
910 S. Friendswood Dr.
Friendswood, Texas 77546
Tel.: 281-996-3292
Fax: 281-996-3260
Email: [email protected]
Initial for identification by Buyer ______
To the Seller:
Mot Van Pham
18310 Kings Lynn Street
Houston, Texas 77058
Tel.: (713) 689-4486
Seller ____
Executed this____ day of ________________, 20______ (the “Effective Date”), in the City of
Friendswood, Harris County, Texas.
__________________________________
Seller: Mot Van Pham
Property Owner
___________________
Date of Acceptance
_______________________________
Buyer: Mayor Kevin Holland
Mayor
City of Friendswood
__________________
Date of Acceptance
_______________________________
Attest: Melinda Welsh
City Secretary
City of Friendswood
__________________
Date of Acceptance
Attached:
Exhibit “A” Legal Description of Parcel 1
Exhibit “B” Survey of Parcel 1
Exhibit “C” GLO – Notification of Voluntary Acquisition
Initial for identification by Buyer ______
Seller ____
EXHIBIT A
Initial for identification by Buyer ______
Seller ____
Initial for identification by Buyer ______
Seller ____
EXHIBIT B
Initial for identification by Buyer ______
Seller ____
Initial for identification by Buyer ______
Seller ____
EXHIBIT C
Initial for identification by Buyer ______
Seller ____