MARINA SLIP Reservation Agreement

MARINA SLIP reservation Agreement

Reservation Agreement

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Dallas 1302612_1 9956.5

THIS RESERVATION AGREEMENT ("Agreement") is entered into by and between Laffite’s Harbor Marina ("Landlord"), a Texas limited partnership, and the Tenant designated below:

Name:______

Address:______

Telephone:______

Facsimile:______

Email:______

(whether or one or more, collectively "Tenant").

R E C I T A L S

A.Landlord is in the process of developing a marina and a residential community to be known as Laffite’s Harbor located on Galveston Island in Galveston County, Texas (the “Project”).

B.No condominiums or marina slips currently exist on the Project and there are numerous contingencies that may cause the Project to not be developed as currently planned, including, but not limited to Landlord entering into a lease with the U.S. Army Corp of Engineers for the marina property on which the marina slips will be located (the “Marina”)

C.Landlord presently intends to develop 100 slips on the water and 150 indoor slips, however, such numbers may increase or decrease substantially.

D.Notwithstanding such contingencies, Tenant desires to reserve the right to enter into a sublease (the "Marina Slip Sublease") with Landlord for the sublease of a marina slip tentatively known as Slip #____ in the Project (the "Slip"), which Slip is located □ on the water □ indoors, in accordance with the following terms and conditions.

THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

A G R E E M E N T

1. Marina Slip. Tenant, based on preliminary information and designs, desires to reserve the right to enter into the Marina Slip Sublease to sublease a marina slip from Landlord. The preliminary design for the Marina is attached hereto as Exhibit A. All materials and information provided by Landlord to Tenant in connection with the Project are preliminary in nature and are subject to modification at Landlord’s sole and absolute discretion including, without limitation, the name of the Project and the address of the Project.

1. Rent. Although the total consideration for the sublease of the Slip has not been determined as of the date of this Agreement, Landlord estimates the Rent for the Slip will be $______/month. Landlord reserves the right to make adjustments to the Rent once the plans and specifications for the Project and the Marina are completed. The Rent, when determined, shall be payable in accordance with the provisions of the Marina Slip Sublease.

1. The Marina Slip Sublease. Provided neither Tenant nor Landlord has previously terminated this Agreement as provided hereinbelow, Landlord will deliver the Marina Slip Sublease to Tenant for execution upon or near the completion of the construction of the Marina. Landlord anticipates being able to provide the Marina Slip Sublease on or about ______. Upon delivery of the Marina Slip Sublease, Tenant and Landlord will have 15 days to execute the Marina Slip Sublease (the “Execution Period”). Upon full execution of the Marina Slip Sublease, this Agreement shall have no further force or effect and the rights and obligations of the parties shall thereafter be governed exclusively by the Marina Slip Sublease.

1. Reservation and Earnest Money Deposit Contemporaneously with the execution of this Agreement, Tenant shall deliver to Stewart Title Company (“Title Company”) an amount equal to ______and No/100th Dollars, or $500.00 dollars per the number of Slips reserved (the “Reservation Deposit”) for deposit by the Title Company in a non-interest bearing account. Upon execution of the Marina Slip Sublease, Tenant shall pay the amounts required under the Marina Slip Sublease less the $__500.00___ previously deposited, to the Title Company. If the Tenant executes the Marina Slip Sublease (within the Execution Period), the Reservation Deposit shall be applied in full towards the amounts due under the Marina Slip Sublease pursuant to the provisions of the Marina Slip Sublease. The Reservation Deposit shall be deposited in a non-interest bearing account with the Title Company.

1. Reservation Number. Upon Tenant's delivery of the executed Agreement to Landlord and the Reservation Deposit to the Title Company, Landlord shall issue to Tenant a unique reservation number (the “Reservation Number”). If Tenant delivers a Refund Request to Landlord or the Title Company or this Agreement is terminated as provided herein, the Reservation Number shall automatically become null and void and all rights of Tenant in connection therewith shall terminate.

1. Termination of this Agreement by Tenant. At any time prior to Tenant’s execution of the Marina Slip Sublease, Tenant may terminate, for cause or without cause, this Agreement by written notice to Landlord and the Title Company (the “Refund Request”). The Title Company is hereby authorized to release the full amount of the Reservation Deposit to Tenant upon its receipt of a timely Refund Request. The release of such Reservation Deposit is full satisfaction of Landlord’s obligations hereunder, and in such event no claims or causes of action shall accrue on behalf of Tenant and neither Tenant nor Landlord shall have any further rights or obligations under this Agreement. Should Tenant fail to execute the Marina Slip Sublease within the Execution Period, this Agreement shall be terminated, and Landlord shall immediately cause the Title Company to have the Reservation Deposit released and paid in full to Tenant in full satisfaction of Landlord’s obligations hereunder, and in such event no claims or causes of action shall accrue on behalf of Tenant and neither Tenant nor Landlord shall have any further rights or obligations under this Agreement.

1. Termination of this Agreement by Landlord. At any time prior to Landlord's execution of the Marina Slip Sublease, Landlord may terminate, for cause or without cause, this Agreement by written notice to Tenant and the Title Company, and Landlord shall cause the Title Company to have the Reservation Deposit released and paid in full to Tenant in full satisfaction of Landlord’s obligations hereunder, and in such event no claims or causes of action shall accrue on behalf of Tenant and neither Tenant nor Landlord shall have any further rights or obligations under this Agreement.

1. Back-Up Agreements. Notwithstanding Landlord’s execution of this Agreement or Landlord’s Acceptance of a Marina Slip Sublease, Landlord shall have the right to enter into other reservation agreements and/or subleases pertaining to all or any portion of the Project (“Back-Up Agreements”), provided that such Back-Up Agreements for the Slip are subordinate to the rights of Tenant hereunder.

1. Entire Agreement. This Agreement constitutes the full, final and complete agreement between the parties concerning the subject matter set forth herein and no oral representations, claims, statements, advertising or promotional activities made by Landlord or Landlord’s agents or representatives shall in any way be binding upon Landlord unless expressly set forth herein. Tenant acknowledges that Tenant has not relied on any representation, claim or statement made to Tenant by Landlord or Landlord’s agents or representatives. Tenant understands and agrees that Landlord’s sales literature and brochures are advertising tools and do not constitute representations or warranties, and Tenant acknowledges that Tenant has not relied on any language, renderings, layouts, plans or photographs contained therein. All legal rights and obligations of Tenant and Landlord are contained in this Agreement. NO SALESPERSON, BROKER OR REPRESENTATIVE OF LANDLORD HAS ANY AUTHORITY TO MAKE ANY ORAL STATEMENTS, AGREEMENTS OR REPRESENTATIONS THAT MODIFY, ADD TO OR CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND TENANT ACKNOWLEDGES THAT TENANT HAS NOT RECEIVED ANY PROMISE OR BEEN ADVISED OF ANY MATERIAL FACT NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT. Landlord shall have the right, exercisable in its sole discretion, to modify any of the information in its advertising or promotional materials, if any, without prior notice to or consent from Tenant.

1. Assignment by Tenant. Tenant may not assign, transfer, pledge, mortgage or encumber this Agreement or its rights hereunder to any person or entity without Landlord's express written consent, which consent may be withheld in Landlord's sole and absolute discretion. To the extent that Landlord consents to any such assignment, transfer, pledge, mortgage or encumbrance, said consent may be conditioned in any manner whatsoever, including, without limitation, charging an assignment or transfer fee. If Landlord consents to any such assignment, transfer, pledge, mortgage or encumbrance, Tenant's assignee, transferee, pledgee or mortgagor must fully assume all of Tenant's obligations hereunder by written agreement for Landlord's benefit, a counterpart original executed copy of which shall be delivered to Landlord. If Tenant is a corporation, partnership, limited liability company, other entity, trustee or nominee, a transfer of any stock, partnership interest, membership interest, equity, beneficial or principal interest in Tenant will constitute an assignment of this Agreement requiring Landlord's consent.

1. Assignment by Landlord. Landlord shall have the unconditional right to assign, transfer, pledge, mortgage or encumber this Agreement, the Marina Slip Sublease, the Project and/or any Slips without any consent of Tenant.

1. Sales Restriction Period. Tenant shall not offer the Slip for lease or advertise or otherwise market or attempt to market the Slip for lease or sale in any way during the term of this Agreement (“Sales Restriction Period”).

1. No Equitable Remedies. NEITHER LANDLORD’S EXECUTION OF THIS AGREEMENT NOR LANDLORD’S ACCEPTANCE OF THE RESERVATION DEPOSIT SHALL CREATE IN TENANT ANY EQUITABLE RIGHTS IN THE CONDOMINIUM, THE PROJECT OR ANY CONDOMINIUMS.

1. Confidentiality. Tenant agrees to keep strictly confidential all information concerning the Rent, the Reservation Deposit and specific details of this Agreement, the Marina and the Project, and Tenant shall not make any disclosure thereof to any third party. This provision shall survive the termination of this Agreement. Notwithstanding anything to the contrary contained herein, if Tenant violates this provision, then Landlord may pursue all of its rights and remedies at law and in equity.

1. Notices. Unless otherwise expressly provided herein, all notices, demands, requests and other communications required or permitted hereunder shall be in writing, and shall be deemed to be delivered: (i) upon mailing if forwarded via the United States mail by certified mail; (ii) on the scheduled delivery date if deposited with a nationally recognized courier (e.g., FedEx, Express Mail, etc.); and (iii) upon receipt of a successful transmission confirmation if forwarded by facsimile. The parties’ current addresses for notice are set forth herein and may be changed from time to time by providing written notice to the other party in the manner set forth herein.

1. Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW) APPLICABLE TO A CONTRACT EXECUTED AND PERFORMABLE IN SUCH STATE. VENUE FOR ANY ACTION HEREUNDER SHALL BE IN GALVESTON COUNTY, TEXAS.

1. Time is of the Essence. With respect to all time periods set forth in this Agreement, time is of the essence. Notwithstanding the foregoing, if the last day of any time period stated herein shall fall on a Saturday, Sunday or legal holiday recognized by the State of Texas, then the duration of such time period shall be extended so that it shall end on the next succeeding day which is not a Saturday, Sunday or legal holiday recognized by the State of Texas.

1. Amendments. This Agreement may be modified only in writing, signed by the parties in interest at the time of the modification.

1. Counterpart Execution. This Agreement may be executed by facsimile signature and in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

1. Real Estate Brokers and Salespersons (check one box as applicable).

□(a)No Broker or Salesperson. Tenant hereby represents and warrants that it has not contracted with any real estate broker, salesperson, agent, locater, finder or other party in connection with the proposed sublease of the Slip contemplated by this Agreement, and that no party (including Tenant) shall be entitled to payment of any commission, fee, or other compensation as a result of Tenant's acquiring such Condominium. Tenant hereby agrees to indemnify and hold Landlord harmless from any loss, liability, damage, cost or expense (including reasonable attorneys' fees) resulting from the breach of the foregoing representations and warranties.

□(b)Broker Addendum. Tenant is represented by a real estate broker or salesperson as identified in the Broker Addendum attached hereto as Exhibit B, which is incorporated herein by reference.

1. Effective Date. The “Effective Date” of this Agreement shall be the date of Landlord’s execution as set forth below. THIS AGREEMENT IS NOT EFFECTIVE UNTIL AN OFFICER OF THE GENERAL PARTNER OF LANDLORD SIGNS THIS AGREEMENT.

[REMINDER OF PAGE BLANK – EXECUTIONS APPEAR ON THE FOLLOWING PAGE]

LANDLORD:
LAFFITE’S HARBOR CONDOMINIUMS,
a Texas limited partnership
By: Laffite’s Harbor Condominiums, LP,
a Texas limited liability company
its general partner
By:
Name:
Title:
Date:
Landlord's Address:
9025 Ruland Road, Suite B1
Houston, Texas 77055
713-355-1300 office
713-355-8866 fax / TENANT:
By:
Name:
Title:
Date:
Tenant's Address:
By:
Name:
Title:
Date:
Tenant's Address:

Receipt by Title Company

Receipt of a fully executed copy of this Agreement and $______.00, constituting the Reservation Deposit, are acknowledged.

Stewart Title Company:

By:

Printed Name:

Title:

Date:

Reservation Agreement

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Dallas 1302612_1 9956.5

EXHIBIT A

Marina

Reservation Agreement

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Dallas 1302612_1 9956.5

Reservation Agreement

Page 1 of 8

Last saved by 121107

Dallas 1302612_1 9956.5