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R-05-08-25-13A1 - 8/25/2005 RESOLUTION NO. R-05-08-25-13A1 WHEREAS, the City desires to purchase a 0 . 161 acre tract of land for additional right-of-way for the Sam Bass Road Project, and WHEREAS, Central T.R. Austin Retail Corporation, the owner of the property, has agreed to sell said property to the City, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Real Estate Contract with Central T.R. Austin Retail Corporation, for the purchase of the above described property, a copy of said Real Estate Contract being attached hereto as Exhibit "A" and incorporated herein for all purposes . The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 25th day of August, 20 NYLE L or City o Round Rock, Texas AT�T: CHRISTINE R. MARTINEZ, City Secre tiry @PFDeSktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R50825A1.WPD/ad REAL ESTATE CONTRACT Sam Bass Road project—parcel 5 State of Texas County of Williamson 15-t ALk5LIG+ THIS REAL ESTATE CONTRACT ("Contract") is made this 0 day of 4oprguOber, 2005 ("Execution Date"), by and between TR AUSTIN RETAIL CORP., a Texas corporation, (referred to in this Contract as "Seller", whether one or more) and the CITY OF ROUND ROCK, TEXAS (referred to in this Contract as "Purchaser"), upon the terms and conditions set forth in this Contract. ARTICLE I PURCHASE AND SALE By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, the tract(s)of land described as follows: .161 acre of land out of and a part of the J. M. Harrell Survey, Abstract No. 284, Williamson County, Texas, more fully described by metes and bounds in Exhibit"A", attached hereto and incorporated herein (Parcel 5). together with all and singular the rights and appurtenances pertaining to the property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way(all of such real property, rights, and appurtenances being referred to in this Contract as the "Property"). This purchase also includes any improvements and fixtures situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price for the Property shall be the sum of ONE HUNDRED THOUSAND and 00/100 Dollars($100,000.00). 2.02. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS SALE AND PURCHASE OF THE PROPERTY, SELLER AND PURCHASER AGREE THAT PURCHASER WILL TAKE THE PROPERTY "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY HAS A PARTICULAR FINANCIAL VALUE OR IS FIT FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND STIPULATES THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATION, STATEMENT, OR OTHER ASSERTION WITH RESPECT TO THE PROPERTY CONDITION BUT IS RELYING ON PURCHASER'S EXAMINATION OF THE PROPERTY. PURCHASER CADocuments and SettingsUHENNESSY\Local Settings\Temporary Internet Files\OLKA\LPC Austin Retail Round Roc Condemnation Contract(4).DOC EXHIBIT D .� "All WILL TAKE THE PROPERTY WITH THE EXPRESS UNDERSTANDING AND STIPULATION THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED DELIVERED BY SELLER TO PURCHASER AT CLOSING. Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash at the closing. ARTICLE III PURCHASER'S OBLIGATIONS Purchaser's Obligations 3.01. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions. Preliminary Title Commitment 3.02. Purchaser, at Purchaser's sole cost and expense, has caused the Texas American Title Company ("Title Company") to issue a preliminary title report (the "Title Commitment") accompanied by copies of all recorded documents relating to easements, rights-of-way, etc., affecting the Property. Within five (5) days after the Execution Date, Purchaser shall provide to Seller, at Purchaser's sole cost and expense, a copy of such Title Commitment. In the event that the Title Commitment for the Property is not satisfactory to Purchaser, Purchaser shall provide notice ("Title Notice") to Seller, within ten (10) days after the Execution Date, of those specific matters identified within such Title Commitment which Purchaser deems, in its reasonable discretion, to be unsatisfactory, and Seller shall provide Purchaser, at Purchaser's sole cost and expense, with any assistance reasonably requested as necessary to eliminate or modify such unsatisfactory matters. In the event such matters are not eliminated or satisfactorily modified within thirty (30) days after receipt by Seller of the Title Notice, Purchaser may terminate this Contract with notice provided to Tenant within five (5) days after such thirty(30)-day period and the Contract shall thereupon be null and void for all purposes. Purchaser's failure to timely provide Seller with the Title Notice shall be deemed to be Purchaser's acceptance of the Title Commitment and Purchaser's right to terminate the Contract hereunder shall be null and void. Survey of the Property 3.03. The Purchaser, at its sole cost and expense, shall obtain an ALTA/ACSM plat of survey of the Property ("Survey") that shall (a) be performed by a licensed Texas surveyor in accordance with the Minimum Standard Detail Requirements for the American Land Title Association and American Congress on Surveying and Mapping Land Title Surveys, as adopted in 1992, (b) be certified to Seller and any other party designated by Purchaser, (c) contain a legal description of the Property, (d) state the exact number of acres within the Property and that portion of the acreage of the Property within a public right of way, and (e) identify the boundaries of the Property, the dimensions thereof, the location and dimensions of any improvements on the 2 Property, and the location and dimensions of all recorded and visible unrecorded easements, rights-of-way, driveways, roads, power lines, fences, and encroachments on the Property. Within five(5)days after Purchaser obtains the Survey(which in no event shall be later than five (5) days prior to Closing), Purchaser, at its sole cost and expense, shall provide to Tenant a copy of the Survey. Restoration of the Property 3.04. Purchaser intends to develop the Property as part of a roadway project ("Project") onto Sam Bass Road, which road is adjacent to property owned by Seller(including the Property). As part of the Project, a driveway located on the Property and on Seller's remaining property which abuts and leads to Sam Bass Road ("Driveway") will be reconfigured, at Purchaser's sole cost and expense, in substantial compliance with the plan and specifications contained in Exhibit "B" attached hereto. If at any time Purchaser damages, destroys or causes any adverse impact to the Seller's remaining property which is adjacent to the Property, or any portion thereof other than for the purposes of constructing the improvements as shown on Exhibit`B", to the extent feasible, and taking into account the fact that a roadway shall occupy a portion of the Property, shall restore, at no cost or expense to the Seller, such property to a condition at least as good as, or better than, the condition of such property before such damage, destruction or adverse impact. Such restoration shall be completed within thirty (30) days of the occurrence of such damage, destruction or adverse impact. Such restoration shall include, without limitation: (a) replacement and grading of any and all topsoil removed; (b) restoration of any and all fences, roads, trails, paths, pavement, plantings, landscaping, improvements, flora or fauna that are damaged or removed; and(c) replacement and restoration of any and all plant materials. The Seller may give notice to Purchaser of such damage or adverse impact; provided, the Seller does not have an affirmative obligation to give any such notice to Purchaser. Purchaser's obligation to restore Seller's remaining property which is adjacent to the Property, or to cause the restoration of the same, is not dependent upon receipt of notice from the Seller. If the Seller elects to give notice of such damage or adverse impact, Purchaser shall complete restoration, or shall cause the same to be completed, in accordance with this Section no later than thirty(30) days after receipt of notice of such damage or adverse impact. The provisions of this Section 3.4 shall survive any expiration or termination of this Contract. Miscellaneous Conditions 3.05. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the closing. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 4.01 Seller hereby represents and warrants to Purchaser as follows, which representations 3 and warranties shall be deemed made by Seller to Purchaser also as of the closing date, to the best of Seller's actual knowledge (which for purposes hereof shall be deemed to be that of James Hennessy of Lincoln Properties Company): (1) There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers; (2) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property, or any part thereof, and 4.02 The parties hereto acknowledge that the Property is being conveyed by Seller to Purchaser under threat of condemnation. ARTICLE V CLOSING Closing Date 5.01. The closing shall be held at the office of the Title Company, on or before the date which is ten (10) days after the next-occurring monthly meeting of the City Council, or at such time, date, and place as Seller and Purchaser may agree upon (which date is herein referred to as the "closing date"). Seller's Obligations at Closing 5.02. At the closing Seller shall: . (1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed (substantially in the form attached hereto and made a part hereof as Exhibit "C") conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (a) General real estate taxes for the year of closing and subsequent years not yet due and payable; (b) Any exceptions approved by Purchaser pursuant to Article III hereof; and (c) Any exceptions approved by Purchaser in writing. (2) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole cost and expense, issued by Austin Title, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title to the Property subject only to those title exceptions listed herein, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual 4 form of Texas Owner's Title Policy, provided, however: (a) The boundary and survey exceptions shall be deleted; (b) The exception as to restrictive covenants shall be endorsed "None of Record;" and (c) The exception as to the lien for taxes shall be limited to the year of closing and shall be endorsed"Not Yet Due and Payable." (3) Deliver to Purchaser possession of the Property if not previously done. Purchaser's Obligations at Closing 5.03. At the Closing, Purchaser shall pay the cash portion of the purchase price. Prorations 5.04. General real estate taxes for the then current year relating to the Property shall be prorated as of the closing date and shall be adjusted in cash at the closing. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation. All special taxes or assessments to the closing date shall be paid by Seller. Agricultural roll-back taxes, if any, shall be paid by Purchaser. Closing Costs 5.05. All costs and expenses of closing in-consummating the sale and purchase of the Property shall be borne and paid as follows: (1) Owner's Title Policy and Survey to be paid by Purchaser. (2) Deed, tax certificates, taxes other than those prorated to the date of closing and title curative matters, if any, paid by Purchaser. (3) All other closing costs shall be paid by Purchaser. (4) Attorney's fees shall be paid by each party hereto respectively. ARTICLE VI BREACH BY SELLER Except as otherwise caused by Purchaser's default under this Contract, in the event Seller shall fail, for any reasons within Seller's control, to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property, Purchaser may enforce specific 5 performance of this Contract. ARTICLE VII BREACH BY PURCHASER Except as otherwise caused by Seller's default under this Contract, in the event Purchaser shall fail, for any reasons within Purchaser's control, to fully and timely perform any of its obligations hereunder or shall fail to consummate the purchase of the Property, Seller shall have the right to receive Five Thousand and 00/100 Dollars ($5,000.00), the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller's sole remedy hereunder in such event. ARTICLE VIII MISCELLANEOUS Notice 8.01. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth opposite the signature of the party. Texas Law to Apply 8.02. This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Parties Bound 8.03. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. Legal Construction 8.04. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded 6 8.05. This Contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. Time of Essence 8.06. Time is of the essence in this Contract. Gender 8.07. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Memorandum of Contract 8.08. Upon request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. Compliance 8.09 In accordance with the requirements of Chapter 1101 of the Texas Occupations Code, Purchaser is hereby advised that it should, at its sole cost and expense, be furnished with or obtain a policy of title insurance or Purchaser, at its sole cost and expense, should have the abstract covering the Property examined by an attorney of Purchaser's own selection. Effective Date 8.10 This Contract shall be effective as of the date it is approved by the Round Rock City Council, which date is indicated beneath the Purchaser's signature below. Possession and Use Agreement 8.11 By signing this Contract, Seller agrees to allow Purchaser to use and possess the Property for the purpose of constructing and/or improving a public road and related facilities, upon full execution of this contract. Countetparts 8.12 This contract may be executed in any number of counterparts, with each having the same force and effect as if executed in one single document. Taxable Value of the Property 7 8.13 Pursuant to Section 5.010(a) of the Texas Property Code, Seller hereby provides the following notice to Purchaser: If for the current ad valorem tax year the taxable value of the land that is the subject of this contract is determined by a special appraisal method that allows for appraisal of the land at less than its market value, the person to whom the Property is transferred may not be allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be appraised at its full market value. In addition, the transfer of the land or a subsequent change in the use of the land may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change in the use of the land. The taxable value of the land and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the land is located. Jurisdictional Location of the Property 8.14 Pursuant to Section 5.011 of the Texas Property Code, Seller hereby provides the following disclosure to Purchaser: If the property that is the subject of this contract is located outside the limits of a municipality, the property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the property for further information. SELLER: TR AUSRETAIL CORP., a TeMc2aBy:Its: Date: q ,rol Notice Address: c/o James Hennessy Lincoln Properties Company 8 120 North LaSalle Street Suite 1750 Chicago, Illinois 60602 With a copy to: Jennifer L. Jackson, Esq. Holland & Knight LLP 195 Broadway 24`" Floor New York, New York 10007 PURCHASER: CITY OF ROUND ROCK By: ax Mayor Notice Address: 221 E. Main Street Round Rock, Texas 78664 Date: — r ' C6 #3187909_vl 9 EXHIBIT "A" Central Texas Retail Portfolio, L-P. To City of Round Rock (for Street Purpose) Field Notes for Parcel 5 BEING 0.161 OF ONE ACRE (7006 S-F.) OF LAND, MORE OR LESS, OUT OF AND A PART OF THE J.M. HARRELL SURVEY, ABSTRACT No. 284 IN WILLIAMSON COUNTY, TEXAS, SAME BEING A PORTION OF LOT 1, RESUBDIVISION OF ROUND ROCK CENTER WEST (REVISED), RECORDED IN CABINET E, SLIDE 68 OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS, CONVEYED TO CENTRAL TEXAS RETAIL PORTFOLIO, L.P. BY DEED FILED FOR RECORD ON AUGUST 28, 2002, RECORDED IN DOCUMENT NO_ 2002065766 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 0.161 OF ONE ACRE OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS AND AS SHOWN ON THE ATTACHED SKETCH: BEGINNING at a 112 inch iron rod with aluminum cap set at the intersection of the east line of Chisholm Trail with the proposed north line of Sam Bass Road, same being in the west line of Lot 1, Resubdivision of Round Rock Center West (Revised) recorded in Cabinet E Slide 68 of the Plat Records of Williamson County, Texas, conveyed to Central Texas Retail Portfolio, L_P_ by deed recorded in Document No. 2002065766 of the Official Public Records of Williamson County, Texas, same also being South 21°31106" East, a distance of 594.02 feet from a 112 inch iron rod found at the northwest corner of said Lot 1, 60.61 feet left of and at right angles to the Engineer's Centerline Station 11+47.82, for the Point of Beginning and the northwest corner of the herein described tract of land; 1) THENCE, South 63026'22" East, a distance of 25.64 feet, with the proposed north line of Sam Bass Road, to a cotton spindle set 43.00 feet left of and at right angles to the Engineer's Centerline Station 11+54.43, for the point of curvature of a non-tangent circular curve to the right; 2) THENCE, along said curve to the right of 229.00 feet radius, an arc distance of 170.04 feet, having an angle of intersection of 4232'39" (the long chord of said curve bears South 83°57'51" East, a distance of 166.16 feet) to a cotton spindle set 43.00 feet left of and at right angles to the Engineer's Centerline Station 12+92.54, for the point of tangency; 3) THENCE, South 71°50'21" East, a distance of 41.07 feet, to a cotton spindle set 52.00 feet left of and at right angles to the Engineer's Centerline Station 13+29.05, for a corner; 4) THENCE, South 58°08'16" East, a distance of 86.18 feet, to a cotton spindle set 52.00 feet left of and at right angles to the Engineer's Centerline Station 14+15.22, for a corner; 5) THENCE, South 4744'56" East, a distance of 58.20 feet, to a 112 inch iron rod with aluminum cap set 41.50 feet left of and at right angles to the Engineer's Centerline Station 14+72.47, for a corner; 5:\PrcjeZ7S\70212\Field Notes\eaRSfld.doz Page 1 of 3 6) THENCE, South 5808'29" East, a distance of 78.63 feet, to a 112 inch iron rod with aluminum cap set 40.82 feet left of and at right angles to the Engineer's centerline station 15+54.78, same being in the existing north line of Sam Bass Road, same being in a southerly line of said Lot 1, for the point of curvature of a non-tangent circular curve to the right and the most easterly corner of the herein described tract of land; 7) THENCE, with the existing north line of Sam Bass Road and a southerly line said Lot 1, along said curve to the right of 149.58 feet radius, an arc distance of 61.42 feet, having an angle of intersection of 23°31'34" (the long chord of said curve bears North 69°54'28" West, a distance of 60.99 feet), to the point of tangency; 8) Thence, North 5807'15" West, a distance of 182.98 feet, to the point of curvature of a non-tangent circular curve to the left; 9) THENCE, along said curve to the left of 220.92 feet radius, an arc distance of 194.10 feet, having an angle of intersection of 50°20'26" (the long chord of said curve bears North 83°10'23" West, a distance of 187.92 feet), to a calculated point for a corner at the intersection of the existing north line of Sam Bass Road with the east line of Chisholm Trail, same being the southwest corner of said Lot 1, for the southwest corner of the herein described tract of land; i 10) THENCE, North 2131'06" West, a distance of 30.03 :feet, with the east line of Chisholm Trail and the west line of said Lot 1, to the Point of Beginning and containing an area of 0.161 of one acre of land, more or less. Eduardo v- Mendez JJOF•T Registered Professional Land Surveyor 5010 Date ��GkS Martinez, Wright & Mendez, Inc. EDUAR;DO') M,c eDF? 7700 Chevy Chase Drive, Suite 100 •� ypjp.a�• Austin, Texas 78752 (512) 453-0767 Bearing Basis: State Plane, Central Zone, NAD 83 (HARN) WCAD No. : R071237 5:\Projects\70212\Field Notes\PAR5f1d.doc Page 2 of 3 POINT OF C1 C2 (C2) C3 (C4) O Q 0 BEGINNING p = 42"32'39" 50'20'26" (52'58') 23'31'34" (34'25'50") Lt: (� , N=1016268, R = 229.00' 220.92' (220.92') 149.58' (149.58') rn E=3128853.64 T = 89.15• 103.82' CD t"' `o STA. 11+47.82 A = 170.04' 194.10' (110.04-2 ') 31.15' (46.35') � (204.23') 61.42' (89.89' rn N 3 60.61' LT C = 166.16' 187.92' (197,04') 60.99' (88.54') O � o S63'26'22"E C8 = S83-57'51"E N83'10'23"W (N82"31'W) N69'54'28"W (N73 15'W) o --� 25.64' RESUBDIVISION OF 0 STA. 11+54.43 SCALE: ID 43.00' LT ROUND ROCK 0 1"-50' � z CENTER WEST (REVISED) LEGEND X 11+06.86 "5 ,f� CAB. E, SL. 68 U68 CAe�� 0 1/2" IRON ROD FOUND + PARCEL pRlycr e, PRWCT (UNLESS NOTED) C4 IO �� 5 G2 C1 SET W/ALUMINOUM CAP 0.161 ACRES COTTON SPINDLE SET \ \ 0 1/2" PIPE FOUND V 10' P.U.E (UNLESS NOTED) CAB. E, SL. 68 \ STA. 12+92.54 D CALCULATED POINT PRWCT\ 543.00' LT EXISTING PROPERTY LINE EXISTING: 12.45 ACRES TAKING: 0.161 ACRES —— EXISTING EASEMENT UNE REMAINDER: 12.289 ACRES STONELEDGE . LOT 1 PROPOSED R_O.W. TAKING I LOT 1 \ }7J So, ( ) RECORD INFORMATION CAB. D, SL. 269 o�C'j, DRWCT OFFICIAL RECORDS OF PRWC k F STA. 13+29.05 WILLIAMSON COUNTY, TX OPKWCT OFFICIAL PUBLIC RECORDS J. M - H A R R E L L 311 it 52.00' LT OF WILUAMSON COUNTY, TX SURVEY, A- 284 \,^k \ �' \ DRWCT DEED RECORDS OF Q�� O� �' VtALUAMSON COUNTY, TX PRWCT PLAT RECORDS OF RECORD IN ORMATION PROVIDED BY: ��iJ (51- \ 6'; WILUAMSON COUNTY, rx AUSTIN TITLE COMPANY 7 101 E. OLD SETTLERS BL TE #100 PUE PUBLIC UTILITY EASEMENT ROUND ROCK, TEXAS 78664 V PARCEL NUMBER PHONE (512) 255-3343 -�7, n �� \ cp OF #224414-P v THESE SURFACE COORDINATES WERE MODIFIED FROM GRD J 0). \ STA. 14+15.22 STATE PLANE COORDINATES, CENTRAL ZONE, NAD 83 (HA N) \ u')52.00' LT CENTRAL BY DIVIDING BY AN ADJUSTMENT FACTOR OF 0.99995TEXAS THE FOLLOWING EASEMENT DOES APPLY TO PARCEL 5: O Z� \ cp IL 1) ELECTRIC DISTRIBUTION AND TELEPHONE \ o�v PORTFOLIO, L.P. 41 EASEMENT-VOLUME 711, PAGE 803, DRWCT (BLANKET \ EASEMENT) \ ate, cn DOC# 2002065766 THE FOLLOWING EASEMENTS DO NOT APPLY TO k tea• OPRWCT PARCEL 5: ) gyp. STA. 14+72.47 1) ELECTRIC DISTRIBUTION AND TELEPHONE - \� 41,50' LT EASEMENT-VOLUME 566, PAGE 278, DRWCT 2) ELECTRIC DISTRIBUTION AND TELEPHONE EASEMENT-VOLUME 822, PAGE 312, DRWCT RELEASED DOCUMENT 199940892, OPRWCTOF k 3) ELECTRIC DISTRIBUTION AND TELEPHONE (�,......� o 1 co" SPG/ EASEMENT-VOLUME 1126, PAGE 368, ORWCT ��; � E`�F::9 •6, STA, 15+54.78 THE FOLLOWING RESTRICTIONS DO NOT APPLY TO ...4 -•- :N \ 6 40.82' LT PARCEL 5: .EDUA Do 0.MENO!X J \ 1) RELEASE OF ABUTTERS RIGHTS SET OUT 1N THE i' - �U1D• t�Q FOLLOWING: �- � VOLUME 421, PAGE 346, DRWCT ti�•..•_.,...�� VOLUME 421, PAGE 362, DRWCT SU VOLUME 421, PAGE 389, DRWCT •��' b VOLUME 422, PAGE 484, DRWCT MARTINEZ CHEW. m03 CHASE ONE SKETCH TO ACCOMPANY DATE �sEe rva ox-lo rtz -to W It I G N T& 7700 Chet' Cha$e OfivE FIELD NOTES -"E A0V%7Pxt5 M E N D E Z slA, ,00,Aw<;".'�o. 7e7:2 Girll E■tl■atrlq.1.■d i71.lSS.Cii7 S■rr■,I■[.Architect■re WILLIAMSON COUNTY,TEXAS b; :mJ 5!2 �.f:j= 30F3 EXHIBIT B to REAL ESTATE CONTRACT (Sam Bass Road Pro 4ect—Parcel 5) Restoration Plan and Specification lox ;a 1'v:;4.�::.•� �`` iif fit` � � \\ \t 1Mp e�•tiK�:'f• � �� \ lit\ ` ��tt\\ \\\ y . 1 "Ti4�t t CL Irk ♦ P� 4 f LPC—Austin Retail—Round Rock Condemnation Contract(4).DOC/099485-06099 EXHIBIT C to REAL ESTATE CONTRACT (Sam Bass Road Project—Parcel 5) Form of Special Warranty Deed SPECIAL WARRANTY DEED Sam Bass Road Project THE STATE OF TEXAS § COUNTY OF WILLIAMSON § NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. WHEREAS, the City of Round Rock, Texas is authorized to purchase land and such other property rights deemed necessary or convenient for the construction, expansion, enlargement, extension, improvement, or operation of a portion of the proposed Sam Bass Road improvement project("Project"); and, WHEREAS, the purchase of the hereinafter-described premises has been deemed necessary or convenient for the construction, expansion, enlargement, extension, improvement, or operation of the Project;' " - NOW,THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That, TR AUSTIN RETAIL CORP., A TEXAS CORPORATION, hereinafter referred to as Grantor, whether one or more, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to Grantor in hand paid by the City of Round Rock, Texas, receipt and sufficiency of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, have this day Sold and by these presents do Grant, Bargain, Sell and Convey unto the City of Round Rock, Texas all those certain tracts or parcels of land lying and being situated in the County of Williamson, State of Texas, being more particularly described as follows: 0.161 acre tract of land situated in the J. M. Harrell Survey, Abstract No. 284, in Williamson County, Texas, being more fully described by metes and bounds in Exhibit"A", attached hereto and incorporated herein(Parcel 5); Grantors reserve all of the oil, gas and sulphur in and under the land herein conveyed but waive all rights of ingress and egress to the surface thereof for the purpose of exploring, LPC-Austin Retail Round Rock Condemnation Contract(4).DOC/099485-06099 developing, mining or drilling for same; however, nothing in this reservation shall affect the title and rights of the City to take and use all other minerals and materials thereon, therein and thereunder. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: Easements and rights-of-way of record; all presently recorded restrictions, reservations, covenants, conditions, oil, gas or other mineral leases, mineral severances, and other instruments, other than liens and conveyances,that affect the property; rights of adjoining owners in any walls and fences situated on a common boundary, any encroachments or overlapping of improvements, those permitted exceptions set forth in Exhibit "B" attached hereto and made a part hereof, and taxes for the current year, which are assumed by Grantee. TO HAVE AND TO HOLD the premises herein described and herein conveyed together with all and singular the rights and appurtenances thereto in any wise belonging unto the City of Round Rock, Texas and its assigns forever; and Grantors do hereby bind ourselves, our heirs, executors, administrators, successors and assigns to Warrant and Forever Defend all and singular the said premises herein conveyed unto the City of Round Rock, Texas and its assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through, or under Grantors, but not otherwise. This deed is being delivered in lieu of condemnation. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS DEED, GRANTOR AND GRANTEE AGREE THAT GRANTEE IS TAKING THE PROPERTY "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY GRANTOR THAT THE PROPERTY HAS A PARTICULAR FINANCIAL VALUE OR IS FIT FOR A PARTICULAR PURPOSE. GRANTEE ACKNOWLEDGES AND STIPULATES THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATION, STATEMENT, OR OTHER ASSERTION WITH RESPECT TO THE PROPERTY CONDITION BUT IS RELYING ON GRANTEE'S EXAMINATION OF THE PROPERTY. GRANTEE TAKES THE PROPERTY WITH THE EXPRESS UNDERSTANDING AND STIPULATION THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THIS DEED. IN WITNESS WHEREOF, this instrument is executed on this the day of 92005. GRANTOR: TR AUSTIN RETAIL CORP., a Texas corporation By: Printed Name: Title: GRANTEE: CITY OF ROUND ROCK, a Texas municipal corporation By: Printed Name: Title: Acknowledgment THE STATE OF ILLINOIS § COUNTY OF COOK § This instrument was acknowledged before me on this the day of , 2005 by TR AUSTIN RETAIL CORP., a Texas corporation, on behalf of Grantor, for the purposes and consideration and in the capacity therein expressed. Notary Public, State of Illinois THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the day of , 2005, by of the CITY OF ROUND ROCK, a Texas municipal corporation, on behalf of said municipal corporation. Notary Public in and for the State of Texas PREPARED IN THE OFFICE OF: Sheets &Crossfield, P.C. 309 East Main Round Rock, Texas 78664 AFTER RECORDING RETURN TO: Texas American Title Company 1490 E. Whitestone Blvd. Cedar Park, Texas 78613 I PC—Austin Retail—Round Rock Condemnation Contract(4).DOC/099485-06099 DATE: August 19, 2005 SUBJECT: City Council Meeting - August 25, 2005 ITEM: 13.A.1. Consider a resolution authorizing the Mayor to execute a Real Estate Contract for the purchase of 0.161 acres with Central T.R. Austin Retail Corp. for the Sam Bass Road Project. Department: Legal Department Staff Person: Steve Sheets, City Attorney Justification: This contract with Central T.R. Austin Retail Corporation is for right-of-way acquisition for the Sam Bass Road project. Funding: Cost: $100,000 Source of funds: GO Bonds Outside Resources: N/A Background Information: Property appraised at $84,151 by Paul Hornsby and Company Public Comment: N/A EXECUTED DOCUMENT FOLLOWS REAL ESTATE CONTRACT Sam Bass Road project—parcel 5 State of Texas County of Williamson AtA5Lts+ THIS REAL ESTATE CONTRACT ("Contract") is made this day of 4op9mbes, 2005 ("Execution Date"), by and between TR AUSTIN RETAIL CORP., a Texas corporation, (referred to in this Contract as "Seller", whether one or more) and the CITY OF ROUND ROCK, TEXAS (referred to in this Contract as "Purchaser"), upon the terms and conditions set forth in this Contract. ARTICLE I PURCHASE AND SALE By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, the tract(s) of land described as follows: .161 acre of land out of and a part of the J. M. Harrell Survey, Abstract No. 284, Williamson County, Texas, more fully described by metes and bounds in Exhibit"A", attached hereto and incorporated herein (Parcel 5). together with all and singular the rights and appurtenances pertaining to the property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such real property, rights, and appurtenances being referred to in this Contract as the "Property"). This purchase also includes any improvements and fixtures situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price for the Property shall be the sum of ONE HUNDRED THOUSAND and 00/100 Dollars ($100,000.00). 2.02. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS SALE AND PURCHASE OF THE PROPERTY, SELLER AND PURCHASER AGREE THAT PURCHASER WILL TAKE THE PROPERTY "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY HAS A PARTICULAR FINANCIAL VALUE OR IS FIT FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND STIPULATES THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATION, STATEMENT, OR OTHER ASSERTION WITH RESPECT TO THE PROPERTY CONDITION BUT IS RELYING ON PURCHASER'S EXAMINATION OF THE PROPERTY. PURCHASER CADocuments and Settings\JHENNESSY\Local Settings\Temporary Internet Files\OLKA\LPC_Austin Retail Round Rock Condemnation Contract(4).DOC WILL TAKE THE PROPERTY WITH THE EXPRESS UNDERSTANDING AND STIPULATION THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED DELIVERED BY SELLER TO PURCHASER AT CLOSING. Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash at the closing. ARTICLE III PURCHASER'S OBLIGATIONS Purchaser's Obligations 3.01. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions. Preliminary Title Commitment 3.02. Purchaser, at Purchaser's sole cost and expense, has caused the Texas American Title Company ("Title Company") to issue a preliminary title report (the "Title Commitment") accompanied by copies of all recorded documents relating to easements, rights-of-way, etc., affecting the Property. Within five (5) days after the Execution Date, Purchaser shall provide to Seller, at Purchaser's sole cost and expense, a copy of such Title Commitment. In the event that the Title Commitment for the Property is not satisfactory to Purchaser, Purchaser shall provide notice ("Title Notice") to Seller, within ten (10) days after the Execution Date, of those specific matters identified within such Title Commitment which Purchaser deems, in its reasonable discretion, to be unsatisfactory, and Seller shall provide Purchaser, at Purchaser's sole cost and expense, with any assistance reasonably requested as necessary to eliminate or modify such unsatisfactory matters. In the event such matters are not eliminated or satisfactorily modified within thirty (30) days after receipt by Seller of the Title Notice, Purchaser may terminate this Contract with notice provided to Tenant within five (5) days after such thirty (30)-day period and the Contract shall thereupon be null and void for all purposes. Purchaser's failure to timely provide Seller with the Title Notice shall be deemed to be Purchaser's acceptance of the Title Commitment and Purchaser's right to terminate the Contract hereunder shall be null and void. Survey of the Propertx 3.03. The Purchaser, at its sole cost and expense, shall obtain an ALTA/ACSM plat of survey of the Property ("Survey") that shall (a) be performed by a licensed Texas surveyor in accordance with the Minimum Standard Detail Requirements for the American Land Title Association and American Congress on Surveying and Mapping Land Title Surveys, as adopted in 1992, (b) be certified to Seller and any other party designated by Purchaser, (c) contain a legal description of the Property, (d) state the exact number of acres within the Property and that portion of the acreage of the Property within a public right of way, and (e) identify the boundaries of the Property, the dimensions thereof, the location and dimensions of any improvements on the 2 Property, and the location and dimensions of all recorded and visible unrecorded easements, rights-of-way, driveways, roads, power lines, fences, and encroachments on the Property. Within five (5) days after Purchaser obtains the Survey(which in no event shall be later than five (5) days prior to Closing), Purchaser, at its sole cost and expense, shall provide to Tenant a copy of the Survey. Restoration of the Property 3.04. Purchaser intends to develop the Property as part of a roadway project ("Project") onto Sam Bass Road, which road is adjacent to property owned by Seller(including the Property). As part of the Project, a driveway located on the Property and on Seller's remaining property which abuts and leads to Sam Bass Road ("Driveway") will be reconfigured, at Purchaser's sole cost and expense, in substantial compliance with the plan and specifications contained in Exhibit "B" attached hereto. If at any time Purchaser damages, destroys or causes any adverse impact to the Seller's remaining property which is adjacent to the Property, or any portion thereof other than for the purposes of constructing the improvements as shown on Exhibit`B", to the extent feasible, and taking into account the fact that a roadway shall occupy a portion of the Property, shall restore, at no cost or expense to the Seller, such property to a condition at least as good as, or better than, the condition of such property before such damage, destruction or adverse impact. Such restoration shall be completed within thirty (30) days of the occurrence of such damage, destruction or adverse impact. Such restoration shall include, without limitation: (a) replacement and grading of any and all topsoil removed; (b) restoration of any and all fences, roads, trails, paths, pavement, plantings, landscaping, improvements, flora or fauna that are damaged or removed; and(c) replacement and restoration of any and all plant materials. The Seller may give notice to Purchaser of such damage or adverse impact; provided, the Seller does not have an affirmative obligation to give any such notice to Purchaser. Purchaser's obligation to restore Seller's remaining property which is adjacent to the Property, or to cause the restoration of the same, is not dependent upon receipt of notice from the Seller. If the Seller elects to give notice of such damage or adverse impact, Purchaser shall complete restoration, or shall cause the same to be completed, in accordance with this Section no later than thirty(30) days after receipt of notice of such damage or adverse impact. The provisions of this Section 3.4 shall survive any expiration or termination of this Contract. Miscellaneous Conditions 3.05. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the closing. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 4.01 Seller hereby represents and warrants to Purchaser as follows, which representations 3 and warranties shall be deemed made by Seller to Purchaser also as of the closing date, to the best of Seller's actual knowledge (which for purposes hereof shall be deemed to be that of James Hennessy of Lincoln Properties Company): (1) There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers; (2) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property, or any part thereof; and 4.02 The parties hereto acknowledge that the Property is being conveyed by Seller to Purchaser under threat of condemnation. ARTICLE V CLOSING Closing Date 5.01. The closing shall be held at the office of the Title Company, on or before the date which is ten (10) days after the next-occurring monthly meeting of the City Council, or at such time, date, and place as Seller and Purchaser may agree upon (which date is herein referred to as the "closing date"). Seller's Obligations at Closing 5.02. At the closing Seller shall: (1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed (substantially in the form attached hereto and made a part hereof as Exhibit "C") conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (a) General real estate taxes for the year of closing and subsequent years not yet due and payable; (b) Any exceptions approved by Purchaser pursuant to Article III hereof, and (c) Any exceptions approved by Purchaser in writing. (2) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole cost and expense, issued by Austin Title, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title to the Property subject only to those title exceptions listed herein, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual 4 form of Texas Owner's Title Policy,provided, however: (a) The boundary and survey exceptions shall be deleted; (b) The exception as to restrictive covenants shall be endorsed "None of Record;"and (c) The exception as to the lien for taxes shall be limited to the year of closing and shall be endorsed"Not Yet Due and Payable." (3) Deliver to Purchaser possession of the Property if not previously done. Purchaser's Obligations at Closing 5.03. At the Closing, Purchaser shall pay the cash portion of the purchase price. Prorations 5.04. General real estate taxes for the then current year relating to the Property shall be prorated as of the closing date and shall be adjusted in cash at the closing. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation. All special taxes or assessments to the closing date shall be paid by Seller. Agricultural roll-back taxes, if any, shall be paid by Purchaser. Closing Costs 5.05. All costs and expenses of closing in consummating the sale and purchase of the Property shall be borne and paid as follows: (1) Owner's Title Policy and Survey to be paid by Purchaser. (2) Deed, tax certificates, taxes other than those prorated to the date of closing and title curative matters, if any, paid by Purchaser. (3) All other closing costs shall be paid by Purchaser. (4) Attorney's fees shall be paid by each party hereto respectively. ARTICLE VI BREACH BY SELLER Except as otherwise caused by Purchaser's default under this Contract, in the event Seller shall fail, for any reasons within Seller's control, to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property, Purchaser may enforce specific 5 performance of this Contract. ARTICLE VII BREACH BY PURCHASER Except as otherwise caused by Seller's default under this Contract, in the event Purchaser shall fail, for any reasons within Purchaser's control, to fully and timely perform any of its obligations hereunder or shall fail to consummate the purchase of the Property, Seller shall have the right to receive Five Thousand and 00/100 Dollars ($5,000.00), the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller's sole remedy hereunder in such event. ARTICLE VIII MISCELLANEOUS Notice 8.01. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth opposite the signature of the party. Texas Law to Apply 8.02. This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Parties Bound 8.03. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. Legal Construction 8.04. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded 6 8.05. This Contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. Time of Essence 8.06. Time is of the essence in this Contract. Gender 8.07. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Memorandum of Contract 8.08. Upon request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. Compliance 8.09 In accordance with the requirements of Chapter 1101 of the Texas Occupations Code, Purchaser is hereby advised that it should, at its sole cost and expense, be furnished with or obtain a policy of title insurance or Purchaser, at its sole cost and expense, should have the abstract covering the Property examined by an attorney of Purchaser's own selection. Effective Date 8.10 This Contract shall be effective as of the date it is approved by the Round Rock City Council, which date is indicated beneath the Purchaser's signature below. Possession and Use Agreement 8.11 By signing this Contract, Seller agrees to allow Purchaser to use and possess the Property for the purpose of constructing and/or improving a public road and related facilities, upon full execution of this contract. Counterparts 8.12 This contract may be executed in any number of counterparts, with each having the same force and effect as if executed in one single document. Taxable Value of the Property 7 ........... . 8.13 Pursuant to Section 5.010(a) of the Texas Property Code, Seller hereby provides the following notice to Purchaser: If for the current ad valorem tax year the taxable value of the land that is the subject of this contract is determined by a special appraisal method that allows for appraisal of the land at less than its market value, the person to whom the Property is transferred may not be allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be appraised at its full market value. In addition, the transfer of the land or a subsequent change in the use of the land may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change in the use of the land. The taxable value of the land and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the land is located. Jurisdictional Location of the Property 8.14 Pursuant to Section 5.011 of the Texas Property Code, Seller hereby provides the following disclosure to Purchaser: If the property that is the subject of this contract is located outside the limits of a municipality, the property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the property for further information. SELLER: TR AUST RETAIL CORP., aTexas c a 'on By: Its: r(Tvid Date: `� U Notice Address: c/o James Hennessy Lincoln Properties Company 8 120 North LaSalle Street Suite 1750 Chicago, Illinois 60602 With a copy to: Jennifer L. Jackson, Esq. Holland &Knight LLP 195 Broadway 24th Floor New York,New York 10007 PURCHASER: CITY OF ROUND ROCK By: ax Mayor Notice Address: 221 E. Main Street Round Rock, Texas 78664 Date: #3187909_vl 9 EXHIBIT "A" Central Texas Retail Portfolio, L.P. To City of Round Rock (for Street Purpose) Field Notes for Parcel 5 BEING 0.161 OF ONE ACRE (7006 S.F.) OF LAND, MORE OR LESS, OUT OF AND A PART OF THE J.M. HARRELL SURVEY, ABSTRACT No. 284 IN WILLIAMSON COUNTY, TEXAS, SAME BEING A PORTION OF LOT 1, RESUBDIVISION OF ROUND ROCK CENTER WEST (REVISED) , RECORDED IN CABINET E, SLIDE 68 OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS, CONVEYED TO CENTRAL TEXAS RETAIL PORTFOLIO, L.P. BY DEED FILED FOR RECORD ON AUGUST 28, 2002, RECORDED IN DOCUMENT NO_ 2002065766 OF THE OFFICIAL, PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 0.161 OF ONE ACRE OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS AND AS SHOWN ON THE ATTACHED SKETCH: BEGINNING at a 1/2 inch iron rod with aluminum cap set at the .intersection of the east line of Chisholm Trail with the proposed north line of Sam Bass Road, same being in the west line of Lot 1, Resubdivision of Round Rock Center West (Revised) recorded in Cabinet E Slide 68 of the Plat Records of Williamson County, Texas, conveyed to Central Texas Retail Portfolio, L-P. by deed recorded in Document No. 2002065766 of the Official Public Records of Williamson County, Texas, same also being South 21031106" East, a distance of 594.02 feet from a 1/2 inch iron rod found at the northwest corner of said Lot 1, 60.61 feet left of and at right angles to the Engineer's Centerline Station 11+47.82, for the Point of Beginning and the northwest corner of the herein described tract of land; 1) THENCE, South 63026'22" East, a distance of 25.64 feet, with the proposed north line of Sam Bass Road, to a cotton spindle set 43.00 feet left of and at right angles to the Engineer's Centerline Station 11+54.43, for the point of curvature of a non-tangent circular curve to the right; 2) THENCE, along said curve to the right of 229.00 feet radius, an arc distance of 170.04 feet, having an angle of intersection of 42°32'39" (the long chord of said curve bears South 83057151" East, a distance of 166.16 feet) to a cotton spindle set 43.00 feet left of and at right angles to the Engineer's Centerline Station 12+92.54, for the point of tangency; 3) THENCE, South 71150'21" East, a distance of 41.07 feet, to a cotton spindle set 52.00 feet left of and at right angles to the Engineer's Centerline Station 13+29.05, for a corner; 4) THENCE, South 58°08'16" East, a distance of 86.18 feet, to a cotton spindle set 52.00 feet left of and at right angles to the Engineer's Centerline Station 14+15.22, for a corner; 5) THENCE, South 47'441561, East, a distance of 58.20 feet, to a 1/2 inch iron rod with aluminum cap set 41.50 feet left of and at right angles to the Engineer's Centerline Station 14+72.47, for a corner; 5.\FZ0JeCCS\70212\Fie1d Notes\FARSfld.doo Page I of 3 6) THENCE, South 5808'29" East, a distance of 78.63 feet, to a 1/2 inch iron rod with aluminum cap set 40.82 feet left of and at right angles to the Engineer's centerline station 15+54.78, same being in the existing north line of Sam Bass Road, same being in a southerly line of said Lot 1, for the point of curvature of a non-tangent circular curve to the right and the most easterly corner of the herein described tract of land; 7) THENCE, with the existing north line of Sam Bass Road and a southerly line said Lot 1, along said curve to the right of 149.58 feet radius, an arc distance of 61.42 feet, having an angle of intersection of 23°31'34" (the long chord of said curve bears North 69°54'28" West, a distance of 60.99 feet), to the point of tangency; 8) Thence, North 58°07'15" West, a distance of 182.98 feet, to the point of curvature of a non-tangent circular curve to the left; 9) THENCE, along said curve to the left of 220.92 feet radius, an arc distance of 194.10 feet, having an angle of intersection of 50°20'26" (the long chord of said curve bears North 83°10123" West, a distance of 187.92 feet) , to a calculated point for a corner at the intersection of the existing north line of Sam Bass Road with the east line of Chisholm Trail, same being the southwest corner of said Lot 1, for the southwest corner of the herein described tract of land; i 10) THENCE, North 21°31'06" West, a distance of 30.03 feet, with the east line of Chisholm Trail and the west line of said Lot 1, to the Point of Beginning and containing an area of 0.161 of one acre of land, more or less. OF Eduardo 0. MendezL TF Date �� \ rF'••, { . Registered Professional Land Surveyor 5010 s7; U Martinez, Wright & Mendez, Inc. ................ticJOFZ 7700 Chevy Chase Drive, Suite 100 Austin, Texas 78752 �90 wGtOcaF•� (512) 453-0767 �•.S J nV� Bearing Basis: State Plane, Central Zone, NAD 83 (!-TARN) WCAD No. : R071237 5:\Projects\? 212\Field Notes\PAA5fld.doc page 2 of 3 -_j POINT OF Cl C2 (C2) C3 (C4 oo o BEGINNING ( ) (34'25)50") Q � = 42'32'39" 50'20'26" 52"58' 2331'34" ( t N=10162683.59 R = 229.00' 220.92' (220.92') 149.58' (149.58') w ` ' 0, E=3128853.64 T = 89.15' 103.82' (110.07') 31.15' (46.35') N STA. 11+47.82 A = 170.04' 194.10' (204.23') 61.42' (89.89') Co a 60.61' LT C = 166.16' 187.92' (197.04') 60.99' (88.54' -� S63*26'22"E CB = S83-57-51"E N83-10'23"W (N82'31'W) N69'54'28"W (N73'15'W) `° � 25.64' O �a O O STA. 11+54.43 RESUBDIVISION OF SCALE: 0 43-00' LT ROUND ROCK Go /0 z CENTER WEST (REVISED) LEGEND –L 11+06.86 SL.1 .U CAB. E SL. 68 6' E. CA `l • 1/2" IRON ROD FOUND U PARCEL PRwcq E PRWCT (UNLESS NOTED) O 1/2" IRON ROD \ \ SET W/ALUMINUM CAP '�0.161 ACRS C2 Cl COTTON SPINDLE SET 1/2" PIPE FOUND l v 10' P.U.E. (UNLESS NOTED) CAB. E, SL. 68 STA, 12+92.54 0 CALCULATED POINT PRWCT \ 43.00' LT EXISTING PROPERTY LINE EXISTING: 12.45 ACRES — EXISTING EASEMENT LINE TAKING: 0.161 ACRES REMAINDER: 12.289 ACRES STONELEDGE LOT 1 G \ S� j, PROPOSED R.O.W. TAKING; �. / LOT 1 \ S7j 0, ( ) RECORD INFORMATION CAB. D, SL. 269 O��j, DRWCT OFFICIAL RECORDS OF PRWC k F STA. 13+29.05 WILLIAMSON COUNTY, TX LT \ �� O 2 52.00' OPRWCT OFFICIAL PUBLIC RECORDS J. M _ H A R R E L L OF WILLIAMSON COUNTY, TX SURVEY, A- 284 P�\,7k CP. \ �cp. DRWCT DEED RECORDS OF t (1 0�I 0' WILLIAMSON COUNTY, TX V � PRWCT PLAT RECORDS OF RECORD INFORMATION PROVIDED BY: �� cS, \ 6', WILLIAMSON COUNTY, TX AUSTIN TITLE COMPANY----_ �Z \ PUE PUBLIC UTILITY EASEMENT 101 E. OLD SETTLERS BLVD., SUITE #100 C' \ 0) ROUND ROCK, TEXAS 78664 ) PARCEL NUMBER CID PHONE (512) 255-3343 GF #224414–P STA. 14+15.22 THESE SURFACE COORDINATES WERE MODIFIED FROM GR D 52.00' LT CENTRAL STATE PLANE COORDINATES, CENTRAL ZONE, NAD 83 (HA N) BY DIVIDING BY AN ADJUSTMENT FACTOR OF 0.99995 '�3Q 1, \ J TEXAS THE FOLLOWING EASEMENT DOES APPLY TO PARCEL 5: 1) ELECTRIC DISTRIBUTION AND TELEPHONE O� FO, L.P. PORTFOLIO,EASEMENT–VOLUME 711, PAGE 803, DRWCT (BLANKET \ _ POR EASEMENT) \ w� cr% DOC# 2002065766 THE FOLLOWING EASEMENTS DO NOT APPLY TO kms'- OPRWCT PARCEL 5: J STA. 14+72.47 1) ELECTRIC DISTRIBUTION AND TELEPHONE \ O� 41.50' LT EASEMENT–VOLUME 566, PAGE 278. DRWCT 2) ELECTRIC DISTRIBUTION AND TELEPHONE i 1 �'�; c EASEMENT–VOLUME 822, PAGE 312, DRWCT RELEASED DOCUMENT 199940892• OPRWCT k ` ,5k 3) ELECTRIC DISTRIBUTION AND TELEPHONE OF �` � CID EASEMENT–VOLUME 1126, PAGE 368, ORWCT L� c- STA.STA. 15+54.78 �� 40.82' LT THE FOLLOWING RESTRICTIONS DO NOT APPLY TO PARCEL 5: .•EGUAFDO t�ENOES J \ 1) RELEASE OF ABUTTERS RIGHTS SET OUT IN THE .�'9 y010, t:Q FOLLOWING: '— VOLUME 421, PAGE 346, DRWCT VOLUME 421, PAGE 362, DRWCT I, ,n' �, SU VOLUME 421, PAGE 389, DRWCT �`� /D/(i/03\ VOLUME 422, PAGE 484, DRWCT SKETCH TO ACCOMPANY �,(T SSE`"' MARTINEZ cHew. c� s= on Deno 712M-102SEP0 W R I G II T & 7 OC Cn_„y Cr:o:e [),i,e FIELD NOTES E RpN PPR5 M E N D E Z Slire 19e,Ao rn,`e.as 78752 ^ WILLIAMSON COUNTY,TEXAS 3 Civil Eetleeerlog.Lend Sm—yini.A(e6itectvre �..512.455.0757`m)57?:E'.;%:' 30F3 EXHIBIT B to REAL ESTATE CONTRACT (Sam Bass Road Proiect—Parcel 5) Restoration Plan and Specification k �a (C� 1 � y ow" 4 M \\ ��♦ r � L T LPC—Austin Retail—Round Rock Condemnation Contract(4).DOC/099485-06099 EXHIBIT C to REAL ESTATE CONTRACT (Sam Bass Road Proiect—Parcel 5) Form of Special Warranty Deed SPECIAL WARRANTY DEED Sam Bass Road Project THE STATE OF TEXAS § COUNTY OF WILLIAMSON § NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. WHEREAS, the City of Round Rock, Texas is authorized to purchase land and such other property rights deemed necessary or convenient for the construction, expansion, enlargement, extension, improvement, or operation of a portion of the proposed Sam Bass Road improvement project("Project"); and, WHEREAS, the purchase of the hereinafter-described premises has been deemed necessary or convenient for the construction, expansion, enlargement, extension, improvement, or operation of the Project; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That, TR AUSTIN RETAIL CORP., A TEXAS CORPORATION, hereinafter referred to as Grantor, whether one or more, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to Grantor in hand paid by the City of Round Rock, Texas, receipt and sufficiency of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, have this day Sold and by these presents do Grant, Bargain, Sell and Convey unto the City of Round Rock, Texas all those certain tracts or parcels of land lying and being situated in the County of Williamson, State of Texas, being more particularly described as follows: 0.161 acre tract of land situated in the J. M. Harrell Survey, Abstract No. 284, in Williamson County, Texas, being more fully described by metes and bounds in Exhibit"A", attached hereto and incorporated herein (Parcel 5); Grantors reserve all of the oil, gas and sulphur in and under the land herein conveyed but waive all rights of ingress and egress to the surface thereof for the purpose of exploring, LPC Austin Retail—Round Rock Condemnation Contract(4).DOC/099485-06099 developing, mining or drilling for same; however, nothing in this reservation shall affect the title and rights of the City to take and use all other minerals and materials thereon, therein and thereunder. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: Easements and rights-of-way of record; all presently recorded restrictions, reservations, covenants, conditions, oil, gas or other mineral leases, mineral severances, and other instruments, other than liens and conveyances, that affect the property; rights of adjoining owners in any walls and fences situated on a common boundary, any encroachments or overlapping of improvements, those permitted exceptions set forth in Exhibit "B" attached hereto and made a part hereof, and taxes for the current year, which are assumed by Grantee. TO HAVE AND TO HOLD the premises herein described and herein conveyed together with all and singular the rights and appurtenances thereto in any wise belonging unto the City of Round Rock, Texas and its assigns forever; and Grantors do hereby bind ourselves, our heirs, executors, administrators, successors and assigns to Warrant and Forever Defend all and singular the said premises herein conveyed unto the City of Round Rock, Texas and its assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through, or under Grantors, but not otherwise. This deed is being delivered in lieu of condemnation. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS DEED, GRANTOR AND GRANTEE AGREE THAT GRANTEE IS TAKING THE PROPERTY "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY GRANTOR THAT THE PROPERTY HAS A PARTICULAR FINANCIAL VALUE OR IS FIT FOR A PARTICULAR PURPOSE. GRANTEE ACKNOWLEDGES AND STIPULATES THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATION, STATEMENT, OR OTHER ASSERTION WITH RESPECT TO THE PROPERTY CONDITION BUT IS RELYING ON GRANTEE'S EXAMINATION OF THE PROPERTY. GRANTEE TAKES THE PROPERTY WITH THE EXPRESS UNDERSTANDING AND STIPULATION THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THIS DEED. IN WITNESS WHEREOF, this instrument is executed on this the day of , 2005. GRANTOR: TR AUSTIN RETAIL CORP., a Texas corporation By: Printed Name: Title: GRANTEE: CITY OF ROUND ROCK, a Texas municipal corporation By: Printed Name: Title: Acknowledgment THE STATE OF ILLINOIS § COUNTY OF COOK § This instrument was acknowledged before me on this the day of , 2005 by TR AUSTIN RETAIL CORP., a Texas corporation, on behalf of Grantor, for the purposes and consideration and in the capacity therein expressed. Notary Public, State of Illinois THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the day of , 2005, by of the CITY OF ROUND ROCK, a Texas municipal corporation, on behalf of said municipal corporation. Notary Public in and for the State of Texas PREPARED IN THE OFFICE OF: Sheets & Crossfield, P.C. 309 East Main Round Rock, Texas 78664 AFTER RECORDING RETURN TO: Texas American Title Company 1490 E. Whitestone Blvd. Cedar Park, Texas 78613 LPC—Austin Retail—Round Rock Condemnation Contract(4).DOC/099485-06099