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R-10-12-16-13A - 12/16/2010RESOLUTION NO. R -10-12-16-13A WHEREAS, the City of Round Rock desires to purchase approximately 22.65 acres of land located at 2400 Chisholm Trail Road, Round Rock, Texas, (the "Calcasieu Tract") and WHEREAS, Calcasieu Real Estate Holdings, Inc., the owner of the Calcasieu Tract has submitted a Real Estate Contract agreeing to sell said Calcasieu Tract to the City, and WHEREAS, the City Council desires to enter into said Real Estate Contract with Calcasieu Real Estate Holdings, Inc., 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 Calcasieu Real Estate Holdings, Inc., to purchase the Calcasieu Tract, copy of same 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 16th day of December, 2010. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Secretary C:. Documents and Settings swhite Local Settings Temporary Internet Files'Content.Outlook 3YLYGSPH00209909.DOC nec REAL ESTATE CONTRACT 2400 Chisholm Trail Road State of Texas County of Williamson THIS REAL ESTATE CONTRACT ("Contract") is made by and between CALCASIEU REAL ESTATE HOLDINGS, INC., 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: Lot 1, Replat of Calcasieu Lumber Addition, a subdivision in Williamson County, Texas, according to the map or plat thereof, recorded in Cabinet P, Slides(s) 16 of the Plat Records of Williamson County, Texas; said tract containing approximately 22.650 acres of land, more or less, and being further described as show on the survey plat attached hereto and incorporated herein as Exhibit "A"; 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"), and any improvements and fixtures situated on and attached to the Property described in Exhibit "A", for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Purchase Price 2.01. The purchase price ("Purchase Price") for the Property described herein shall be the sum of THREE MILLION THREE HUNDRED FIFTY THOUSAND and 00/100 Dollars ($3,350,000.00). Seller and Purchaser agree that the allocation of the Purchase Price for the Property is as follows: $2,113,000.00 for the land and $1,237,000.00 for the improvements located on the land. Special Provisions 2.02. As a part of the consideration for this transaction, it is expressly agreed that THE CONVEYANCE OF THE PROPERTY TO PURCHASER SHALL BE MADE ON AN "AS IS", "WHERE IS" BASIS, "WITH ALL FAULTS." EXCEPT FOR THE SPECIAL WARRANTY OF TITLE, SELLER MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE PROPERTY, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, CONDITION, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. SELLER HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO QUALITY AND SUITABILITY FOR ANY PURPOSE, PROVIDED THAT THIS DISCLAIMER SHALL NOT BE CONSTRUED AS A DISCLAIMER OF ANY SPECIAL WARRANTY OF TITLE OF THE PROPERTY. These provisions will be contained in the deed conveying the Property. Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash at the Closing. ARTICLE III PURCHASER'S OBLIGATIONS Conditions to 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 (any of which may be waived in whole or in part by Purchaser at or prior to the Closing.) Miscellaneous Conditions 3.02. Seller shall have performed, observed, and complied in all material respects 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 Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the Closing Date, to the best of Seller's knowledge: 2 (1) There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers, other than previously disclosed to Purchaser, and Seller has either terminated all leases or other contracts affecting the property, or shall do so prior to the Closing Date as set out herein. (2) Seller has not received written notice that Seller is not in compliance with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property, or any part thereof. ARTICLE V CLOSING Closing Date 5.01. The closing ("Closing") shall be held at the office of Heritage Title Company, 401 Congress Avenue, Suite 1500, Austin, Texas 78701 ("Title Company") on or before December 31, 2010, or at such earlier 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 the City of Round Rock, Texas a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible title in fee simple to all of the Property described in Exhibit "A", free and clear of any and all liens 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; provided, however, Purchaser acknowledges that it has accepted and approved all of the exceptions set forth on Schedule 13 of the Commitment for Title Insurance issued by the Title Company having an Effective Date of November 15, 2010 issued under GF No. 00101836, a copy of which is attached hereto as Exhibit "B" (the "Commitment"), except for items 10p, 10 r and 10t on Schedule B of the Commitment which Seller agrees to have removed from the Commitment at or prior to Closing and such items will not be exceptions in the Texas Owner's Title Policy to be issued at Closing. The deed shall be in the form as shown in Exhibit "C" attached hereto. 3. (2) Cause the Title Company to deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued by Title Company, in Purchaser's favor in the full amount of the Purchase Price, insuring Purchaser's fee simple title and/or easement interests to the Property subject only to those title exceptions listed in the Commitment (other than items 10p, 10r and 10t on Schedule B as described in Section 5.02(1)(c) above), such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual 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", if applicable, except for the restrictions contained in the subdivision plat for the Property as shown on the Commitment; and (c) The exception as to the lien for taxes shall be limited to the year of Closing. (3) Deliver to Purchaser possession of the Property. Purchaser's Obligations at Closing 5.03. At the Closing, Purchaser shall: (a) Pay 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. 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, and title curative matters, if any, (other than the release of all existing monetary liens against the Property) shall be paid by Purchaser. The , release of all existing monetary liens against the Property and Seller's attorneys' fees shall be paid by Seller. (3) 4 ARTICLE VI ESCROW DEPOSIT For the purpose of securing the performance of Purchaser under the terms of this Contract, Purchaser has delivered to Title Company, the sum of Five Thousand Dollars ($5,000.00), the Escrow Deposit, which will be paid by the Title Company to Seller in the event Purchaser breaches this Contract as provided in Article VIII of this Contract. At the closing, the Escrow Deposit will be paid over to Seller and applied to the cash portion of the sales price, provided, however, that in the event the Purchaser has given written notice to the Title Company that one or more of the conditions to its obligations set forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, as provided for in Article III, then the Escrow Deposit will be immediately returned by the Title Company to Purchaser. ARTICLE VII BREACH BY SELLER If Seller fails to fully and timely perform any of its obligations under this Contract or fails to consummate the sale of the Property for any reason, except Purchaser's default, Purchaser may, as its sole remedies: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit will be returned by the Title Company to Purchaser. ARTICLE VIII BREACH BY PURCHASER In the event Purchaser fails to consummate the purchase of the Property, if Seller is not in default under this Contract, Seller will have the right to receive the Escrow Deposit from the Title Company, as liquidated damages for the failure of Purchaser to perform the duties imposed on it by the terms of this Contract. Seller agrees to accept this cash payment as total damages and as Seller's only remedy under this Contract in the event of Purchaser's default. ARTICLE IX MISCELLANEOUS Notice 9.01. 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. 5 Texas Law to Apply 9.02. 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 9.03. 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 9.04. 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 9.05. 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 9.06. Time is of the essence in this Contract. Gender 9.07. 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 9.08. Upon request of either party, the parties shall promptly execute a memorandum of this Contract suitable for filing of record. 6 Compliance 9.09 In accordance with the requirements of Section 20 of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title insurance or Purchaser 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 Mayor's signature below. Counterparts 9.11 This Contract may be executed in any number of counterparts, which may together constitute the Contract. Signatures transmitted by facsimile may be considered effective as originals for purposes of this Contract. Commission 9.12 Commission. CB Richard Ellis, Inc. ("Broker") has negotiated this sale. Seller agrees to pay a commission to Broker pursuant to a separate agreement, but only upon Closing and funding of the purchase and sale of the Property. If this Contract is terminated for any reason prior to Closing, or if this transaction does not close for any reason, then no commission will be due. Seller is solely responsible for the payment of the commission to Broker, and Seller does hereby indemnify and hold Purchaser harmless from such real estate commission. Purchaser and Seller each warrant and represent to the other that no agent or broker other than Broker are entitled to a commission or fee as a result of this sale. 9.13 TITLE DISCLOSURE. IN ACCORDANCE WITH THE TERMS OF THE REAL ESTATE LICENSE ACT OF TEXAS, YOU, AS PURCHASER, ARE ADVISED THAT YOU SHOULD HAVE THE ABSTRACT COVERING THE PROPERTY EXAMINED BY AN ATTORNEY OF YOUR CHOICE, OR BE FURNISHED WITH OR OBTAIN A POLICY OF TITLE INSURANCE. PURCHASER ACKNOWLEDGES RECEIPT OF SUCH NOTICE BY ITS EXECUTION OF THIS AGREEMENT. (remainder of page intentionally left blank; signature page follows) 7 SELLER: CALCASIEU REAL ESTATE HOLDINGS, INC., a Texas corporation PURCHASER: CITY OF ROUND ROCK, TEXAS Address:P.O. Box 341226 Austin, Texas 78734 By: Address: 221 East Main Street Alan McGraw, Mayor Round Rock, Texas 78664 Date: 8 Escrow Receipt Receipt of a fully executed copy of this Contract and Escrow funds in the amount of $5,000.00 is acknowledged as received. Date: Address: Phone: 9 EXHIBIT "A" LIMY L 4N1 r M N. UMW VOL MIL 10 04 osmosis mom r:) /. Owe Y 1••Ir• •i rl NowplTe04 so pr▪ o ▪ b r 61000.r ► 7r ..a d 2 N+13DO'W 4. 0110-7111.010 rt� SURVEY PLAT d _oL pdrw arryl T...1 . 100 0 106 seem sail) – 000 100000[ COW& MO UMW 041 Ewa al ibt0■ 01V 11. WINK111 16.01. otire bans .071M0 000010.0 .1 NiR Y�I .Yi�• wlOyYNY a. 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I114re EXHIBIT "B" I trot imc r i� �,ri Ttlr Commitment Commitment for Title Insurance (T=7) saur_o ar First American Title Insurance Company THE FOLLOWING COMMITMENT FOR TITLE INSURANCE IS NOT. VALID UNLESS YOUR NAME AND THE POLICY AMOUNT ARE SHOWN IN SCHEDULE 'A AND OUR AUTHORIZED REPRESENTATIVE HAS COUNTERSIGNED BELOW. We FIRST AMERICAN TITLE INSURANCE COMPANY will issue our title insurance policy or policies (the Policy) to You (the proposed Insured) upon payment of the premium and other charges due, and compliance with the requirements M Schedule 8 and Schedule C. Our Policy will be in the form approved by the Texas Department of Insurance at the date of issuance, and will Insure your Interest In the land described in Schedule A. The estimated premium for our Policy and applicable endorsements Is shown on Schedule D. There may be additional charges such as recording • fees, and expedited delivery expenses. This Commitment ends ninety (90) days from the effective date, unless the Policy is issued sooner, or failure to issue the Policy Is our fault. Our liability and obligations to you are under the express terms of this Commitment and end when this Commitment expires. First American Tide insurance Company 4 Heritage Tide CSD' of Austin, law 401 Cama.. Avenue, Suite 1500 Amain, 71x.. T8701 512.505.5000 • ussos.som, fax • Farre 5017446 (Mil 0) Papa 1 oro, T-7 Cort m meet for'rkb Nwuraice (Rev. 2-1-10) Twee. TURAS COMMITMENT FOR TITLE INSURANCE SCHEDULE A Effective Date: November 15, 2010 at 8:00 a.m. Commitment No. 00101836 awed November 22, 2010,8:00 a.m. 1. The policy or policies to be issued are: (a) OWNER'S POLICY OF TITLE INSURANCE (Form T-1)' (Not applicable for improved one -to -four family residential nal estate) Polity Amount: STO BE DETERMINED PROPOSED INSURED: City of Round Rock Texas (b) TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE - ONE -TO -FOUR FAMILY RESIDENCES (Form T 1R) Policy Amount S PROPOSED INSURED: (c) LO4sN POLICY OF TITLE INSURANCE (Form T-2) Policy Amount $ PROPOSED INSURED: Proposed Borrower: (d) TEXAS SHORT PORM RESIDENTIAL LOAN POLICY OF TITLE INSURANCE (Form T -2R) Policy Amount S PROPOSED INSURED: Proposed Borrower: (e) LOAN TITLE POLICY BINDER ON INTERIM CONSTRUCTION WAN (Form T-13) Binder Amount S PROPOSED INSURED: Proposed Borrower. (f) OTHER: Policy Amount S PROPOSED INSURED: Proposed Borrower: Heritage Title Company of Aaatla, Inc. Teas Commitment - 8c1McluloA Primed Data: November 22, 2010 GF No. 00101836 First American Title Insurance Company Vdid Onlyif RUM, B sad C, and Cover net attseh,ed SCHEDULE A - continued Commitment No. 00101836 2. The interest in Ibe land covered by this Commitment is; Fee Simple 3. Record Title to filo land on the Effective Date appears to be vested in: Calcasieu Real Estate Holdings, Inc. GF No. 00101836 4. Legal description of land: Lot 1, REPLAT OF CALCASIEU LUMBER ADDITION, a subdivision is Williamson County, Texas, according to the map or plat thereof, recorded in Cabinet P, Slide(s) 16 of the Plat Records of Williamson County, Texas. Printed Date November 22. 2010 SCHKDULE B Commitment No. 00101836 GF No. 00101836 EXCEPTIONS FROM COVERAGE In addition to the Exclusions and Conditions and Stipulauone, your Policy will not cover loss, costs, attorneys fees. and expenses resulting from: I. The hollowing restrictive covenant" of record itemized below (We must either insert specific recording data or delete this exception): Cabinet L, Slide(") 390 and Cabinet P, Slide(s) 16 of the Plat Records and Volume 748, Page 470 of the Deed Records, all of Williamson County, Texas. (But omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status or national origin unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons) 2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or an overlapping of improvements. Y 3. Homestead or community property or survivorship rights, if say, of any spouse of any insured. (Applies to the Owns Policy only.) 4. Any titles or rights mated by anyone, including, but not limited to, persons, the public, corporations, governments or other entities a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead limes as established or changed by any government, or 0. to filled -hi lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean tow tide to the line of vegetation, or the rights of access to that area or easement along and across that area. (Applies to the Ownna Policy only.) S. Standby fees, taxes and assessments by any taxing authority for the Year 2010, and subsequent years, and subsequent taxes and mae"smeats by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exon granted to a prOviOOS owner of the property under Section 11.13, Teras Tia Code, or because of improvers not assessed for s previous tax you. (If Texas Short Form Residential Loan Policy of Title Insurance (T-21) i" issued, that policy will aubetituio "which become duo and payable subsequent to Date of Policy" in lint of "for the year 2010 and subsequent year,.") 6. The tams end conditions of the documents creating your interest in the land. 7. Materials furnished or labor performed in connection with Named constitwtien before signing andthe lien document described in Schedule A, if the land is part of the homeatcad of the owner.(Applma to � Title Heritage Title Company of Austin, Inc. Teems Connate= ScheduleH Primed Dean November 22, 2010 First American Me Insurance Company Valid Only If SebethIeA aed C, sed Cover ore aniebed SCHEDULE B - continued Commitment No. 00191836 • CIF No. 00101836 Policy Binder on Interim Construction Loan only, and may be deleted if satisfactory evidence is furnished to us before abinder is issued.) 8. Liens and leases that affect the tide to the land, but that aro subordinate to the lien elk insured morigage.(Applies to Loan Policy only.) 9. The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residential Loan Policy of Title Insurance (T -2R). (Applies to Texas Short Form Residential Loan Policy of Title Insurance (T -2R) only. Separate exceptions 1 through 8 of this Schedule B do not apply to the Texas Short Form Residential Loan Policy of Tide Insurance (T -2R). 10. The following,matters and all terms of the documents creating or offaing evidence of the matters (We nmst insert mattes or delete this exception): a. Electric transmission and/or distribution line easement granted to Texas Power & Light Company, by instrument dated March 24,1951, recorded in Volume 370, Page 241 of the Deed Records of Williamson County, Texas. b. Public utility easement 15 feet in width along the northwesterly property line(s), as shown by the Plat recorded in Cabinet P, Slide(s) 16 of the Plat Records of Williamson County, Texas. c. Public utility easement 15 feet in width along the northeasterly property line(s), as shown by the Plat recorded in Cabinet P, Slide(s)16 of the Plat Records of Williamson County, Texas. d. Public utility easement 15 feet in width travershlg the east portion of subject property, as shown by the Plat recorded in Cabinet P, Slide(s)16 of the Plat Records of Williamson County, Texas. e. Public utility easement 15 feet in width along the southeasterly property line(s), as shown by the Plat recorded in Cabinet P, Slide(s)16 of the Plat Records of Williamson County, Texas. f. Public utility easement 15 feet in width along the east and north property line(s), as shown by the Plat recorded in Cabinet P, Slide(s) 16 of the Plat Records of Williamson County, Texas. g. Electric easement granted to Lower Colorado River Authority, by instrument dated May 21,1946, recorded in Volume 338, Page 615 of the Deed Records of Williamson County, Texas. h. Electric easement granted to Texas Power & Light Company, by Instrument dated January 13,1972, recorded in Volume 545, Page 167 of the Deed Records of Williamson County, Texas, and as shown on Plat recorded in Cabinet P, Slide(s)16 of the Plat Records of Williamson County, Texas and farther affected by Encroacbment(s) on Easement recorded under Document No. 9720583 of the Official Records and under Document No. 2003113694 of the Official Public Records, both of Williamson County, Texas. PrintadDate: Neve ober22, 2010 SCHEDULE B - continued Commitment No. 00101836 GF No. 00101836 J. Pipeline easement granted to Lone Star Gas Company, by instrument dated April 24, 1971, recorded in Volume 562, Page 525 of the Deed Records of Williamson County, Texas, and as shown on Plat recorded in Cabinet P, Slide(s)16 of the Plat Records of Williamson County, Texas. Electric easement granted to Texas Power & Light Company, by instrument dated May 21,1971, recorded in Volume 536, Page 526 of the Deed Records of Williamson County, Texas. k. Public utility easement 40 feet in width along the portion of the south property line(s), as shown by the Plat recorded in Cabinet P, Slide(s) 16 of the Plat Records of Williamson County, Texas. L Wastewater easement granted to American Freightways Corporation, by instrument dated September 13,1999, recorded under Document No. 199965994 of the Official Records of Williamson County, Texas. m. The terms, conditions and stipulations set out in that certain Pollution Abatement Plan, u evidenced by Affidavit dated March 7,1995, recorded in Volume 2691, Page 661 of the Official Records of Williamson County, Texas. n. Ingress/egress and water line easements to the City of Round Rock, dated May 13, 1980, recorded in Volume 796, Page 843 of the Deed Records of Williamson County, Texas. o. Subject property lies within the boundaries of Brushy Creek Water Control and Improvement District. p. Terms, conditions and stipulations contained in that certain Lease Agreement dated December 1, 2003, by and between Calcasieu Real Estate Holdings, Inc., as Landlord, and Stock Building Supply of Texas, L.P., as Tenant, evidenced by that certain Memorandum of Lease recorded under Document No. 2003121287 of the Official Public Records of Williamson County, Texas. q. Terms, conditions and stipulations contained In that certain Deed Recordation Affidavit dated March 22, 2006, regarding the Edwards Aquifer Protection Plan recorded under Document No. 2006025388 of the Official Public Records of Williamson County, Texas. r. Any and all leases, recorded or unrecorded, with rights of tenants in possession. s. Easements, or claims of easements, which are not recorded in the public records. t. Rights of parties in possession. (Owner Policy Only) Printed Date: November 72, 2010 SCHEDULE C Commitment No. 00101836 CW No. 00101836 Your policy will not cover loss, costs, attorneys fees, and expenses resulting from the following requirements that will appear as rssEo c�dtions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is 1. Documents creating your title or interest must be approved by vs and must be signed, notarized and Sled for record.. 2. Satisfactory evidence must be provided that: no person occupying the land claims any interest in that land against the persons named in Schedule A, paragraph 3 of all standby fees, taxes, assessments and charges against the property have been paid, all improvements or repairs to the property are completed and accepted by the owner, and that all contractors, tractors, laborers and suppliers have been fully paid, and that no mechanic's laborer's or materialmen's liens have attached to the property, ' there is legal right of access to and from the land, (on a Loan Policy only) restrictions have not been and will not be violated that affect the validity and priority of the insured mortgage. 3. You must pay the seller or borrower the agreed amamt for your property or interest. 4. Any defect, lien or other matter that may affect title to the land or interest insured, that arises or is filed alter the effective date of this Commitment, S. This Company must follow Procedural Rule P-27 as set out by the Department of Insurance in disbursing funds provided by the Assured and/or Insured on Schedule "A" of this Commitment. Good Funds shall be in possession of the title company prior to any disbursements. Good Fonds shall be as defined in Rule P-27, and include cash or wire transfers, certified, cashier's or teller checks. 6. For each entity that will execute any document in connection with the proposed dosing (AND any other entity executing said document on its behalf), this company must be furnished the following authority and existence documentation: (a) (b) Corporation - Certificate of Existence from the Secretary of State; Articles of Incorporation from the Secretary of State, and a properly executed Corporate Resolution (in recordable form) to support the proposed transaction. Limited Liability Company - Certificate of Existence from the Secretary of State, Articles of Organlzaton from the Secretary of State, copy of Regulations (and any Amendments thereto), and Secretary's Certificate (in recordable form). (c) General Partnership - copy of Partnership Agreement (and any Amendments thereto). Heritage Tide Company of Audit, Inc. First American Tide Insarance Company Tera ca sent-ScheduleC Vdidonly itSobedtlaAInd B, end Coverers Wenn Printed Den November 72. 2010 SCHEDULE C - continued Commitment No. 00101836 GF No. 00101836 (d) Limited Partnership - Certificate of Limited Partnership from the Secretary of State, Certificate of Existence from the Secretary of State, copy of Limited Partnership Agreement (and any Amendments), and evidence of consent of limited partners (in recordable form), if required. (e) (f) Joint Venture - copy of Joint Venture Agreement (and any Amendments thereto). Trust - copy of the Trust Agreement (and any Amendments thereto) for review or, in the alternative, the Trustee must file a Certification of Trust In tie real property records meting all of the provisions of Section 114.086(a) and (c) of the Texas Property Code, and provide excerpts from the Trust Agreement sufficient to evidence authority of the Trustee to enter into thb transaction. 7. Deed of Trust dated September 4, 2003, recorded under Document No. 2003087343 of the Official Public Records of Williamson County, Texas, executed by Calcasieu Real Estate Holdings, Inc., to Jimmy R. Locke, Trustee, securing one promissory note in the original principal amount of $2,850,000.00, payable to THE FROST NATIONAL BANK; and being further subject to all terms, conditions and stipulations contained therein, including any additional indebtedness secured thereby. Said lien additionally secured by Assignment recorded under Document No. 2003087344 of the Official Public Records of Williamson County, Texas. 8. Deed of Trust, Security Agreement and Financing Statement dated August 22, 2008, recorded under Document No. 2008071671 of the Official Public Records of Williamson County, Texas, executed by Calcasieu Real Estate Holdings, Inc., to Jimmy R. Locke, Trustee, seeuriug one promissory note in the original principal amount of $$1,500,000.00, payable to THE FROST NATIONAL BANK; and being further subject to all terms, conditions and stipulations contained therein, including any additional indebtedness secured thereby. Said lien modified, renewed and/or extended by instrument recorded under Document No(s). 2010012864 and 2010041231 of the Official Public Records of Williamson County, Texas. 9. Subject property lies within the boundaries of Upper Brushy Creek Water Control and Improvement District. REQUIREMENT: Pursuant to V.T.C.A. Water Code, Section 49.452 proper notice In statutory form must be given to the purchaser. 10. FOR INFORMATIONAL PURPOSES: The last recorded deed to convey the subject property is dated January 13,1979, filed for record on February 14,1979, in Volume 748, Page 470 of the Dad Records of Williamson County, Texas, from Leroy L. Lange et alto Austin Industries, Inc., (now known as Calcasieu Real Estate Holdings, Inc.). 11. We must be furnished a properly executed Affidavit of Debts and Liens, executed by Seller(.). Printed Dsto November 22, 20I0 SCHEDULE C - continued Commitmutt No. 00101836 OF No. 00101836 12. We must be furnished with properly executed Waiver of Inspection, executed by. Purchaser(s). 13 THIS FILE MUST BE UPDATED PRIOR TO CLOSING AND FUNDING By: SCHEDULE D Commitment No. 00101836 GF No. 00101836 Pursuant to the mguirem its of Rule P-21, Basic Manual of Rules, Rates and Forms for the writing Wilde Insurance in the State of Texas, the following diadoeures are meds 1, UNDERWRITER: First American Title Insurance Company, a California Corporation. Shareholder owning or controlling, directly or indirectly, tea percent or more of the share of the Underwrites: First American Title Insurance Company is a wholly owned subsidiary of First American Financial Corporation, a public Company famed in Delaware. Directors: Danis J. Gilmore, Mark J. Hannsworth,.Parker S. Kennedy, Jeffrey S. Robinson end Timothy V. Kamp Officers: President Dennis J. Gilmorq Executive Vice President, Chief Financial Officer: Mark 3. Aanneworth; Vice President, Secretary: Timothy V. Kemp; and Executive Vice President, Business Director. John M. Hollembeok 2. The issuing Title bananas Agent, Heritage Title Company of Anacin, Inc., is a oaparadon'wbose shareholders owning or controlling, directly or indirectly,1 % or more of said oorporation (or owning or controlling 10% or more deny entity dint owns 1% or more of the Agent), directors, and officers are listed below: Owners of IO%a or more: Gary S. Farmer, Jan Cox Dwyer and Lura A. Baaalein Officers: Gary S. Fanner - President, Brenda K. IUndeman- Secretary and Lura A. Beuaiein- Treasurer Board of Directors Gary. S. Fanner, Jan Cox Dwyer and Leann A. Basalein 3. You are added to receive advance disclosure of sculaneet chargee in connection with the proposed transaction to whirls thin commitment relates. Upon your request, such dieclos re will be made to you. Additianalty, the name of any receiving aportion ofthe premium Eras theaettlanent of this transaction wrll bedisolosed an the Pt firm « en doing a settlement statement. Yon are anther advised that the estimated tideprenftan• is: Ownei'e Policy ST 2 ger D Loan Policy $TO BE DETERMINED Endorsement Chagos STO BE D&T!BM 4 D Other Total Of this total amount 15% will be paid to the policy issuing Title Insert/ice Company: 85%will be retained by the issuing Tido lnsuranco Agent, and thensminder of the estimated premium will bepdd to other patties as follows: Amount To Whom For Services 0 s * The eetimeted premium ie based upon information furnished to us as of the date of ddb Cacrmitmeot for lifle Ineatene& Find detandmdon of the amount of the premium will be made et dosing in accords= with the Rules and Reguletioaa adopted by the Commissioner of hreua ere. Heritage Title Company of Austin, Inc. Teas Commitment- SsheddeD Prided Date: November 22, 7A10 First American 11de Insurance Company Vamd Cooly if$ohedde A, B ad eft 81;1 tbvesbre attached Commitmcat No. 00101836 OF No. 00101836 DELETION OF ARBITRATION PROVISION (Not applicable to tate Texas Residential Owner Policy) ARBITRATION is a common form of alternative dispute resolution. It can be a quicker and cheaper means to settle a dispute with your Title Insurance Company. However, if you agree to arbitrate, you give up your right to take the Title Company to court and your rights to discovery of evidence may be limited in the arbitration process. In addition, you cannot usually appeal an arbitrator's award. Your policy contains an arbitration provision (shown below). It allows you or the Company to require arbitration if the amount of insurance is $2,000,000 or less. If you want to retain your right to sae the Company in case of a dispute over a claim, you must request deletion of the arbitration provision before the policy is issued. You can do this by signing this form sad returning it to the Company at or before the closing of your real estate transaction or by writing to the Company. The arbitration provision in the Policy is as follows: "Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction • SIGNATURE DATE Heritage Titre Company of Anglin, Inc. Texas Cm®tmeot - Schedule D Printed Dat, November22. 2010 Fiat American Tina Insurance Company Valid Only if sobedi& A, B and C, and Cover ant attached TEXAS TITLE INSURANCE INFORMATION Title Insurance insures you against loss resulting from certain risks to your tide. The commitment for Title insurance is the tide Insurance company's promise to issue the title Insurance policy. The commitment is a legal document. You should review it carefully to completely understand It before your dosing date. e seguro de titulo le asegura en retrain a pbrdidas resultantes de dartos riesgos qua pueden afectar el titulo de su propledad. El Compromiso para Seguro de Titulo es Ia promesa de Is compaiifa aseguradora de titulos de emidr la pbllza de seguro de titulo. D Compromiso es un documento legal. Usted debe teerio cuidadosamente y enterderlo completarnente antes de Ia fecha para flnallzar su transaccian. Your Commitment for Tide Insurance Is a legal contract between you and us. The Commitment is not an opinion or report of your tide. It is a contract to issue you a policy subject to the Commitment's terms and requirements. Before Issuing a Commitment for Title Insurance (the Commitment) or a Tide Insurance Policy (the Policy), the The Insurance Company (the Company) determines whether the title is Insurable. This determination has already been made. Part of that determination involves the Company's decision to insure the He except for certain risks that will not be covered by the Policy. Some of these risks are listed in Schedule B of the attached Commitment as Exceptions. Other risks are stated in the Popsy as Exclusions. These risks will not be covered by the Policy. The Policy is not an abstract of title nor does a Company have an obligation to determine the ownership of any mineral Interest - MINERALS AND MINERAL RIGHTS may not be covered by the Policy. The Company may be unwilling to Insure title unless there is an exdusion or an exception as to Minerals and Mineral Rights in the Policy. Optional endorsements Insuring certain risks Involving minerals, and the use of Improvements (excluding lawns, shrubbery and trees) and permanent buildings may be available for purchase. If the tide Insurer Issues the tide policy with an exclusion or exceptlori to the minerals and mineral rights, neither this Policy, nor the optional endorsements, ensure that the purchaser has tide to the mineral rights related to the surface estate. Another part of the determination involves whether the promise to insure Is conditioned upon certain requirements being met. Schedule C of the Commitment lists these requirements that must be satisfied or the Company will refuse to cover them. You may want to discuss any matters shown M Schedules B and C of the Commitment with an attorney,. These matters will affect your tide and your use of the land. When your Policy Is issued, the coverage will be limited by the Policy's Exceptions, Exclusions and Conditions, defined below. -EXCEPTIONS are tide risks that a Policy generally covers but does not cover in a particular Instance. Exceptions are shown on Schedule B or discussed M Schedule C of the Commitment. They can also be added if you do not comply with the Conditlons section of the Commitment. When the Policy Is issued, all Exceptions will be on Schedule B of the Policy. - EXCLUSIONS are tide risks that a Policy generally does not cover. Exclusions are contained in the Policy but not shown or discussed in the Commitment - CONDITIONS are additional provision that qualify or limit your coverage. Conditions include your responsibilities and those of the Company. They are contained in the Policy but not shown or discussed in the. Commitment. The Policy Conditions are not the same as the Commitment Conditions. You can get a copy of the policy form approved by the Texas Department of Insurance by calling the Tide Insurance Company at 1-888-632-1042 or by caping the titile insurance agent that Issued the Commitment. Texas Department of Insurance may revise the policy form from time to time. You can also get a brochure that explains the policy from the Texas Department of Insurance by calling 1-800-252-3439. Before the Popsy is Issued, you may request changes in the policy. Some of the changes to consider are: - Request amendment of the 'area and boundary' exception (Schedule S. paragraph 2). To get this amendment, you must furnish a survey and comply with other requirements of the Company. On the Owner's Policy, you must pay an additional premium for the amendment. If the surVey Is acceptable to the Company and if the Company's other requirements are met, your Policy will Insure you against loss because. of dlscrepandes or conducts In I Form 6017440 (2!1/10) Pape 2 of 4 I T-7 CammibnaitforTile Insurance (Rev. 2.1.10) Tonna boundary lines. encroachments or protrusions, or overlapping of improvements. The Company may then decde not to Insure against specific boundary or survey problems by making specie( exceptions In the Policy. Whether or not you request amendment of the area and boundary' exception, you should determine whether you want to purchase and review a survey If a survey Is not being provided to you. Allow the Company to add an exception to 'rights of parties in possession.' If you refuse this exception, the Company or the title insurance agent may inspect the property. The Company may except to and not insure you against the rights of specific persons, such as renters, adverse owners or easement holders who occupy the land. The Company may charge you for the inspection. If you want to make your own inspection,, you must sign a Waiver of Inspection form and allow the Company to add this exception to your Policy. The entire premium for a Policy must be paid when the Policy Is issued. You will not owe any additional premiums unless you want to Increase your coverage at a later date and the Company agrees to add an Increased Value Endorsement. CONOITiONS AND STIPULATIONS 1. If you have actual knowledge of any matter which may affect the title or mortgage covered by this Commitment, that is not shown in Schedule B. you must notify us in writing. If you do not notify us in writing, our liability to you is ended or reduced to the extent that your failure to notify us affects ow Iiabitity, If you do notify us, or we leam of such matter, we may amend Schedule B, but we will not be relieved of liablity already Incurred. 2. Our liability is only to you, and others who are included in the definition of Insured In the Policy to be issued. Our liability Is only for actual loss incurred in your reliance on this Commitment to comply with its requirements or to acquire the interest In the land. Our liability Is limited to the amount shown in Schedule A of this Commitment and will be subject to the following terms of the Policy: insuring Provisions, Conditions and Stiputa Ions, and Exclusions. FirstAmeriaau?htle Form 8017448 (211110) Page 3 014 ( T 7 Comment for Title Insurance (Rev. 2-1-10) T«.. FnstAmerican Tide Important Notice ISSUED BY First American Title Insurance Company IMPORTANT NOTICE To obtain information or make a complaint You may call First American 7711e Insurance Company's toll- free telephone number for information or to make a complaint at: 1-888-632-1842 You may also write to First American Title Insurance Company at 1 First Amedcan Way Santa Ana, California 92707 You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at 1-800-252-3439 You may write the Texas Department of Insurance: P.O. Box 149104 Austin, 7X 78714-9104 Fax: (512) 475-1771 Web: httpiMvww.tdLstate.tx.us E-mail: ConsumerProtection4tdl state.bc.us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact First American he Insurance Company ttrst ff the dispute is not resolved, you may contact the Texas Department of insurance. ATTACH 77115 NOTICE TO YOUR POUCY: • This notice 1s for Information only and does not become a pant or condition of the attached document AVISO IMPORTANTE Para obtener Mformaolon o para someter una quell): Usted puede Hamar al humero de telefono gratis de First American The Insurance Company's para Mfor madon o para someter una queJa al: 1-8884324642 Usted tamblen puede escribir a First American Title Insurance Company 1 First American Way Santa Ana, California 92707 Puede oomunlcarse con el Departamento de Seguros de Texas pare obtenerinformacion ace=s de companies, coberturaa, derectmos o quejas al: 1-800-252-3439 Puede escrtblr al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: httplAwrw.idtstate.tx.us t: ma>l ConsumerProtec ion@tdl state.bc.us DISPUTAS SOBRE PRIMAS 0 RECLAMOS: 31 bene una disputa cancemlente a su prima o a un reclammo, debe comunlcarse con el Fist American 71tie Insurance Company puler SI no se resueh a la disputa, puede entonces comunkerse con el departamento (TDI). UNA ESTE AVISO A SU POLIIA: Este aviso es solo pare propositi de informacion y no as oonvlerte en parte o cardldon del documents ac junto. Form 5017440 (2/1/10) Pegs 4 of 4 I T-7 Cummltrmnt kende Insurance (Rev. 2-1-10) Taws EXECUTED DOCUMENT FOLLOWS REAL ESTATE CONTRACT 2400 Chisholm Trail Road State of Texas County of Williamson THIS REAL ESTATE CONTRACT ("Contract") is made by and between CALCASIEU REAL ESTATE HOLDINGS, INC., 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: Lot 1, Replat of Calcasieu Lumber Addition, a subdivision in Williamson County, Texas, according to the map or plat thereof, recorded in Cabinet P, Slides(s) 16 of the Plat Records of Williamson County, Texas; said tract containing approximately 22.650 acres of land, more or less, and being further described as show on the survey plat attached hereto and incorporated herein as Exhibit "A"; 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"), and any improvements and fixtures situated on and attached to the Property described in Exhibit "A", for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Purchase Price 2.01. The purchase price ("Purchase Price") for the Property described herein shall be the sum of THREE MILLION THREE HUNDRED FIFTY THOUSAND and 00/100 Dollars ($3,350,000.00). Seller and Purchaser agree that the allocation of the Purchase Price for the Property is as follows: $2,113,000.00 for the land and $1,237,000.00 for the improvements located on the land. Special Provisions 2.02. As a part of the consideration for this transaction, it is expressly agreed that THE CONVEYANCE OF THE PROPERTY TO PURCHASER SHALL BE MADE ON AN "AS IS", "WHERE IS" BASIS, "WITH ALL FAULTS." EXCEPT FOR THE SPECIAL WARRANTY OF TITLE, SELLER MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE PROPERTY, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMI'T'ED TO, ANY WARRANTY OF MERCHANTABILITY, CONDITION, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. SELLER HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO QUALITY AND SUITABILITY FOR ANY PURPOSE, PROVIDED THAT THIS DISCLAIMER SHALL NOT BE CONSTRUED AS A DISCLAIMER OF ANY SPECIAL WARRANTY OF TITLE OF THE PROPERTY. These provisions will be contained in the deed conveying the Property. Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash at the Closing. ARTICLE III PURCHASER'S OBLIGATIONS Conditions to 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 (any of which may be waived in whole or in part by Purchaser at or prior to the Closing.) Miscellaneous Conditions 3.02. Seller shall have performed, observed, and complied in all material respects 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 Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the Closing Date, to the best of Seller's knowledge: 2 (1) There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers, other than previously disclosed to Purchaser, and Seller has either terminated all leases or other contracts affecting the property, or shall do so prior to the Closing Date as set out herein. (2) Seller has not received written notice that Seller is not in compliance with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property, or any part thereof. ARTICLE V CLOSING Closing Date 5.01. The closing ("Closing") shall be held at the office of Heritage Title Company, 401 Congress Avenue, Suite 1500, Austin, Texas 78701 ("Title Company") on or before December 31, 2010, or at such earlier 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 the City of Round Rock, Texas a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible title in fee simple to all of the Property described in Exhibit "A", free and clear of any and all liens 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; provided, however, Purchaser acknowledges that it has accepted and approved all of the exceptions set forth on Schedule 13 of the Commitment for Title Insurance issued by the Title Company having an Effective Date of November 15, 2010 issued under GF No. 00101836, a copy of which is attached hereto as Exhibit "B" (the "Commitment"), except for items 10p, 10 r and 10t on Schedule B of the Commitment which Seller agrees to have removed from the Commitment at or prior to Closing and such items will not be exceptions in the Texas Owner's Title Policy to be issued at Closing. The deed shall be in the form as shown in Exhibit "C" attached hereto. 3 (2) Cause the Title Company to deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued by Title Company, in Purchaser's favor in the full amount of the Purchase Price, insuring Purchaser's fee simple title and/or easement interests to the Property subject only to those title exceptions listed in the Commitment (other than items 10p, 10r and 10t on Schedule B as described in Section 5.02(1)(c) above), such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual 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", if applicable, except for the restrictions contained in the subdivision plat for the Property as shown on the Commitment; and (c) The exception as to the lien for taxes shall be limited to the year of Closing. (3) Deliver to Purchaser possession of the Property. Purchaser's Obligations at Closing 5.03. At the Closing, Purchaser shall: (a) Pay the Purchase Price. Proration 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. 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, and title curative matters, if any, (other than the release of all existing monetary liens against the Property) shall be paid by Purchaser. (3) The release of all existing monetary liens against the Property and Seller's attorneys' fees shall be paid by Seller. 4 ARTICLE VI ESCROW DEPOSIT For the purpose of securing the performance of Purchaser under the terms of this Contract, Purchaser has delivered to Title Company, the sum of Five Thousand Dollars ($5,000.00), the Escrow Deposit, which will be paid by the Title Company to Seller in the event Purchaser breaches this Contract as provided in Article VIII of this Contract. At the closing, the Escrow Deposit will be paid over to Seller and applied to the cash portion of the sales price, provided, however, that in the event the Purchaser has given written notice to the Title Company that one or more of the conditions to its obligations set forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, as provided for in Article III, then the Escrow Deposit will be immediately returned by the Title Company to Purchaser. ARTICLE VII BREACH BY SELLER If Seller fails to fully and timely perform any of its obligations under this Contract or fails to consummate the sale of the Property for any reason, except Purchaser's default, Purchaser may, as its sole remedies: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit will be returned by the Title Company to Purchaser. ARTICLE VIII BREACH BY PURCHASER In the event Purchaser fails to consummate the purchase of the Property, if Seller is not in default under this Contract, Seller will have the right to receive the Escrow Deposit from the Title Company, as liquidated damages for the failure of Purchaser to perform the duties imposed on it by the terms of this Contract. Seller agrees to accept this cash payment as total damages and as Seller's only remedy under this Contract in the event of Purchaser's default. ARTICLE IX MISCELLANEOUS Notice 9.01. 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. 5 Texas Law to Apply 9.02. 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 9.03. 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 9.04. 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 9.05. 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 9.06. Time is of the essence in this Contract. Gender 9.07. 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 9.08. Upon request of either party, the parties shall promptly execute a memorandum of this Contract suitable for filing of record. 6 Compliance 9.09 In accordance with the requirements of Section 20 of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title insurance or Purchaser 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 Mayor's signature below. Counterparts 9.11 This Contract may be executed in any number of counterparts, which may together constitute the Contract. Signatures transmitted by facsimile may be considered effective as originals for purposes of this Contract. Commission 9.12 Commission. CB Richard Ellis, Inc. ("Broker") has negotiated this sale. Seller agrees to pay a commission to Broker pursuant to a separate agreement, but only upon Closing and funding of the purchase and sale of the Property. If this Contract is terminated for any reason prior to Closing, or if this transaction does not close for any reason, then no commission will be due. Seller is solely responsible for the payment of the commission to Broker, and Seller does hereby indemnify and hold Purchaser harmless from such real estate commission. Purchaser and Seller each warrant and represent to the other that no agent or broker other than Broker are entitled to a commission or fee as a result of this sale. 9.13 TITLE DISCLOSURE. IN ACCORDANCE WITH THE TERMS OF THE REAL ESTATE LICENSE ACT OF TEXAS, YOU, AS PURCHASER, ARE ADVISED THAT YOU SHOULD HAVE THE ABSTRACT COVERING THE PROPERTY EXAMINED BY AN ATTORNEY OF YOUR CHOICE, OR BE FURNISHED WITH OR OBTAIN A POLICY OF TITLE INSURANCE. PURCHASER ACKNOWLEDGES RECEIPT OF SUCH NOTICE BY ITS EXECUTION OF THIS AGREEMENT. (remainder of page intentionally left blank; signature page follows) 7 SELLER: CALCASIEU REAL ESTATE HOLDINGS, INC., a Texas corporation PURCHASER: CITY OF ROUND ROCK, TEXAS By: Address:P.O. Box 341226 Austin, Texas 78734 Address: 221 East Main Street Alan McGraw, Mayor Round Rock, Texas 78664 Date: J2 •lir 10 8 Escrow Receipt Receipt of a fully executed copy of this Contract and Escrow funds in the amount of $5,000.00 is acknowledged as received. Date: Address: Phone: 9 EXHIBIT "Ala LIMY L AND M161. LAW rm. KamA /W pbalM I a & a:1 ar re.a a.ra elle Me. � ar s.tzpti M.SrMelmem a..FearedwgM M aa5 .ere Mee ■ ew SURVEY PLAT apai • Mrd r paMIl hep Loo LIUZer �iw�i�w '-- MINIM !VW npllpra mrMr w WSW MP =00 mtB Me seem et h. =Moo Memo One=n1/51VER Mt meMot MI bat Fort *Pod honk L r wr .aarr r +M Y�ir•i ti . tr mom' phiro tove w re CZ=orri M poly. .u. tr.Y..••• M. nwrlrFo � grg. 6 ~r�1ryy =:—,ry-JI.y 144rwpr.r Nor 11�r W prM .11' �.�1�- 4/.....=Vied uLE END • Weed 1 .• w msr • KArImo ••••laaa • 'MIAper 5 SNOW ,1' MIR w NM NM MIX r MEM PM .�. . 41. r.arr tle11rma mew 111 —10- OM r mew 1 atlmr5 1.10111.01 We MS ewe ammo reap[ aableeit MI M 111. 5` NM rerO01e NAM 121y11a MOO AMPMe JWITT12.On Me NOM iral Ay C stcPied sawt slept 'Weir 1 If Ri11DR mar D8101YQlax v• 1151 Ai 1111 Yew 5 ame lrrpa.r w Mem Me w..r pM Mmid w a' r 1 rM MMOM pew pr. Sinew lib eA4 55. rp <lrrrurl lM pr 13 Lr Mb.r.SFw...1:* rYII -2,/rw.ti irl"JAI,.lr51 w qtr e'Alh�7•••• sort IO we 4 NNW p51�< le la ••••••• 1.511 �rr a�a. M r.r1rM .�w�r.YSNw�rSrY�_` 5er5rlrrr www Me If �Y423 r. p-pYy �.l pr Fy e...1:Frllar a lipFrr►. Ir al=Le.e ft .. r ' ``rte( 1' e.24WZrr'igy i7�ti fit 11. 5 } 7.x1. _n= -4 am ame ...., me mew mere MS pita 1r alp/ 71( (FOWL OI. f 1111 /AM[ OMNI .. M..*15r. r.m terra firmaSURVEYINGLAND SURVEYING some, p....•••• w.•••• r.ae.,aerr.r. ArrM EXHIBIT "B" 1 -ir',t Titl<- Commitment Commitment for Title Insurance (T=7) IRMO BY First American Title insurance Company THE FOLLOWING COMMITMENT FOR TITLE INSURANCE IS NOT. VALID UNLESS YOUR NAME AND THE POLICY AMOUNT ARE SHOWN IN SCHEDULE. A AND OUR AUTHORIZED REPRESENTATIVE HAS COUNTERSIGNED BELOW. We FIRST AMERICAN TITLE INSURANCE COMPANY will issue our tide insurance policy or policies (the Policy) to You (the proposed Insured) upon payment of the premium and other charges due, and compliance with the requirements In Schedule B and Schedule C. Our Policy will be in the form approved by the Texas Department of Insurance at the date of issuance, and will Insure your Interest In the land described in Schedule A. The estimated premum for our Policy and applicable endorsements Is shown on Schedule D. There may be additional charges such Be recording • fees, and expedited delivery expenses. This Commitment ends ninety (90) days from the effective date, unless the Policy is issued sooner, or failure to Issue the Policy is our fault. Our liability and obligations to you are under the express terms of this Commitment and end when this Commitment expires. First American Title insurance Company IForm 5017448 (2!1110) Paps 1 oro I • e Tide Csimpasy a Madly kn. 401 Come.. Anna,, Slice 1500 Amain, Mum 70701 512.505.5000 . 512.505.5024 fa: T-7 Commibnsnt torn'. 1 Insurance (Rev. 2-1-10) Tesla TEXAS COMMITMENT FOR TITLE riNI30RANCE SCHEDULE A Effective Date: November 15, 2010 at 8:00 a.m. OF No. 00101836 Commitment No. 00101836 issued November 22, 2010, 8:00 a.m. 1. The policy or policies to be issued aro: (a) OWNERS POLICY OF TITLE INSURANCE (Form T-1) (Not applicable for improved ono -to -four family residential real estate) Policy Amount: STO BE DETERMINED PROPOSED INSURED: City of Round Rock Texas . (b) TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE - ONE -TO -FOUR FAMILY RESIDENCES (Form T 1R) Policy Amount $ PROPOSED INSURED: (c) LO4N POLICY OF TITLE INSURANCE (Form T-2) Policy Amounts $ PROPOSED INSURED: Proposed Borrower: (d) TEXAS SHORT FORM RESIDENTIAL LOAN POLICY OF TITLE INSURANCE (Fonn T -2R) Policy Amount: $ PROPOSED INSURED: Proposed Borrawer: (e) LOAN TITLE POLICY BINDER ON INTEEtIM CONSTRUCTION LOAN (Form T-13) Binder Amount $ PROPOSED INSURED: Proposed Borrower. (f) OTHER. Policy Amount: $ PROPOSED INSURED: Proposed Borrower: Heritage Title Company of Aastln, Inc. Teas Coen - Schedule A Painted Date: Novwbar22, 2010 First American Title Insurance Cly Valid Only if SecedWe B and C, sod Covering attacked SCHEDULE A - continued Commitment No. 00101836 2. The interest in the land covered by this Commitment is; Fee Simple 3. Record Title to the land on the Effective Date appears to be vested in: Calcasieu Real Estate Holdings, Inc. 0:3F No. 00101836 4. Legal description of land: Lot 1, REPLAT OF CALCASIEU LUMBER ADDITION, a subdivision is Williamson County, Texas, according to the map or plat thereof, recorded in Cabinet P, Slide(s) 16 of the Plat Records of Williamson County, Texas. ?dated Det November 22, 2010 SCHEDULE B Commitment No. 00101836 GF No. 00101836 EXCEPTIONS FROM COVERAGE In addition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, coats, attorney's fete, and expenses resulting from: 1. The following restrictive coveaanta of record itemized below (We must either insert specific recording data or delete this exception): Cabinet L, Slide(s) 390 and Cabinet P, Sllde(s) 16 of the Plat Records and Volume 748, Page 470 of the Deed Records, all of Williamson County, Texas. (But omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status or national origin unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persona) 2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements. 3. Homestead or community property or survivorship rights, if any, of any spouse of any inured. (Applies to the Owner's Policy only.) 4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities a. to tidelands, or lands comprising the shores or beds of navigable or perencdal rivers and streams, lakes, bays gulfs or oceans, or b. to lands beyond the lino of the harbor or bulkhead lines as established or changed by any government, or c. to filled-in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the arca extending from the line of meas low tide to the line of vegetation, or the rights of aeeeea to that area or easement along and across that area. (Applies to the Owner's Policy only.) S. Standby fees, taxes and assessments by any taxing authority for the year 2010, and subsequent years, and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, bat not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property ander Section 11.13, Texas Tits Code, or because of improvements not assessed for a previous tax year. (ff Texas Short Form Residential Loan Polley of Title Insuuance (T -2R) is issued, that policy will subatituio "which become due and payable subsequent to Date of Policy" in lieu of "for the year 2010 and subsequent years.") 6. The terms and conditions of the documents creating your interest in the land. 7. Materials furnished or labor performed in connection with planned construction before signing and lien document described in Schedule A, if the land is delivering the part of the homestead of the awnec(Apptiea to the Loan Tito Heritage Title Company of Austin, Inc. Texas Commifeoco<_ Schmale a Pdreed Date: November22, 2010 First American Title Insurance Company Valid Oaly if Schodotew asd C, rad Cover are stashed SCHEDULE B - continued CommitmatNo. 00101836 • CIF No. 00101836 Policy Binder on Interim Construction Loan only, and may be deleted if satisfactory evidence is ihmished to us before a binder is issued.) 8. Liens and leases that affect the tide to the land, but that aro subordinate to the lien of the insund mortgage.(Applies to Loan Policy only.) 9. Tho Exceptions from Coverage and Exprrae Insurance in Schedule B of the Texas Short Form Residential Loan Policy of Title Insurance (T -2R). (Applies to Texas Short Form Residential Loan Policy of Title Insurance (T -2R) only. Separate exceptions 1 through 8 of this Schedule B do not apply to the Texas Short Form Residential Loan Policy of Title Insurance (T -2R). 10. The foliowing,matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception): a. Electric transmission and/or distribution line easement granted to Texas Power & Light Company, by instrument dated March 24,1951, recorded in Volume 370, Page 241 of the Deed Records of Williamson County, Texas. b. Public utility easement 15 feet in width along the northwesterly property line(s), as shown by the Plat recorded in Cabinet P, Slide(s) 16 of the Plat Records of Williamson County, Texas. c. Public utility easement 15 feet in width along the northeasterly property line(s), u shown by the Plat recorded in Cabinet P, Slide(s) 16 of the Plat Records of Williamson County, Texas. d. Public utility easement 15 feet in width traversing the east portion of subject property, as shown by the Plat recorded in Cabinet P, Slide(s)16 of the Plat Records of Williamson County, Texas. e. Public utility easement 15 feet in width along the southeasterly property line(s), as shown by the Plat recorded hi Cabinet P, Slide(s)16 of the Plat Records of Williamson County, Texas. f. Public utility easement 15 feet in width along the east and north property line(s), as shown by the Plat recorded in Cabinet P, Slide(s)16 of the Plat Records of Williamson County, Texas. g. Electric easement granted to Lower Colorado River Authority, by instrument dated May 21,1946, recorded in Volume 338, Page 615 of the Deed Records of Williamson County, Texas. h. Electric easement granted to Texas Power & Light Company, by instrument dated January 13,1972, recorded in Volume 545, Page 167 of the Deed Records of WIDiaamson County, Texas, and as shown on Plat recorded in Cabinet P, SUde(s)16 of the Plat Records of Williamson County, Texas and further affected by Encroachment(s) on Easement recorded under Document No. 9720583 of the Official Records and under Document No. 2003113694 of the Official Public Records, both of Williamson County, Texas. Printed Date: November 22, 2010 SCHEDULE B - continued Commitment No. 00101836 GF No. 00101836 j. Pipeline easement granted to Lone Star Gas Company, by instrument dated April 24, 1971, recorded ht Volume 562, Page 525 of the Deed Records of Williamson County, Texas, and as shown on Plat recorded in Cabinet 1', Sllde(s) 16 of the Plat Records of Williamson County, Texas. Electric easement granted to Texas Power & Light Company, by instrument dated May 21,1971, recorded in Volume 536, Page 526 of the Deed Records of Williamson County, Texas. k. Public utility easement 40 feet in width along the portion of the south property line(s), as shown by the Plat recorded in Cabinet P, Slide(s) 16 of the Plat Records of Williamson County, Texas. L Wastewater easement granted to American Freightways Corporation, by instrument dated September 13,1999, recorded under Document No. 199965994 of the Official Records of Williamson County, Texas. m. The terms, conditions and stipulations set out in that certain Pollution Abatement Plan, as evidenced. by Affidavit dated March 7,1995, recorded in Volume 2691, Page 661 of the Official Records of Williamson County, Texas. n. Ingress/egress and water line easements to the City of Round Rock, dated May 13, 1980, -recorded in Volume 796, Page 843 of the Deed Records of Williamson County, Texas. o. Subject property lies within the boundaries of Brushy Creek Water Control and Improvement District. p. Terms, conditions and stipulations contained in that certain Lease Agreement dated December 1, 2003, by and between Calcasieu Real Estate Holdings, Inc., as Landlord, and Stock Building Supply of Texas, L.P., as Tenant, evidenced by that certain Memorandum of Lease recorded under Document No. 2003121287 of the Official Public -Records of Williamson County, Texas. q. Terms, conditions and stipulations contained in that certain Deed Recordation Affidavit dated March 22, 2006, regarding the Edwards Aquifer Protection Plan recorded ander Document No. 2006025388 of the Official Public Records of Williamson County, Texas. r. Any and *Messes, recorded or unrecorded, with rights of tenants in possession. s. Easements, or claims of easements, which are not recorded in the public records. t. Rights of parties In possession. (Owner Policy Only) Printed Data Noveeeber22,2010 SCHEDULE C Commitment No. 00101836 GF No. 00101836 Your policy will not cover loss, costs, attorneys fees, and expenses Ming from the following requirements that will s Exceptions in Schedule B of the Policy, unless you dispose of those matters to our satisfaction, before the date the Polliicapyis 1. Doeameats creating your title or interest must be approved by us and must be signed, notarized and filed for record 2. Satisfactory evidence must be provided that no person occupying the land claims any interest In that land against the persons named in Schedule A, paragraph 3 of all standby fees, taxes, assessments and charges against the property have been paid, all improvements or repairs to the property are completed and accepted by the owner, and that all contractors, sub -contractors, laborers and suppliers have born fully paid, and that no mechanic's, laborer's or materialmea a lien have attached to the property, there is legal right of access to and from the land, (on a Loan Policy only) restrictions have not been and will not be violated that affect the validity and priority of the insured mortgage. 3. You must pay the seller or borrower the agreed amount for your property or interest, 4. Any defect, hen or other matter that may affect title to the land or intermit insured, that arises or is filed after the effective date of this Commitment, 5. This Company must follow Procedural Rule P-27 as set out by the Department of Insurance in disbursing funds provided by the Assured and/or Insured on Schedule "A" of this Commitment. Good Funds shall be hs possession of the dde company prior to any disbursements. Good Funds shall be as defined in Rule P-27, and include cash or wire transfers, certified, cashier's or teller checks. 6. For each entity that will execute any document in connection with the proposed closing (AND any other entity executing said document on its behalf), this company must be furnished the following authority and existence documentation: (a) Corporation - Certificate of Existence from the Secretary of State; Articles of Incorporation from the Secretary of State, and a properly executed Corporate Resolution (in recordable form) to support the proposed transaction. (b) Limfted Liability Company - Certificate of Existence from the Secretary of State, Articles of Organization from the Secretary of State, copy of Regulations (and any Amendments thereto), and Secretary's Certificate (in recordable form). (c) General Partnership - copy of Partnership Agreement (and any Amendments thereto). Heritage Title Company of Austin, Inc. First American Title Inaarance Company Turns Commitment - Schedule C Valid Only if Mobile A sed B, sad Covens stteobed Plumed Dere; Novaraber22, 2010 SCHEDULE C - continued Commitment No. 00101836 GF No. 00101836 (d) Limited Partnership - Certificate of Limited Partnership from the Secretary of State, Certificate of Existence from the Secretary of State, copy of Limited Partnership Agreement (and any Amendments), and evidence of consent of limited partners (in recordable form), if required. (e) Joint Venture - copy of Joint Venture Agreement (and any Amendments thereto). (1) Trust - copy of the Trust Agreement (and any Amendments thereto) for review or, in the alternative, the Trustee must file a Certification of Trust in the real property records meeting all of the provisions of Section 114.086(a) and (c) of the Texas Property Code, and provide excerpts from the Trust Agreement suffclent to evidence authority of the Trustee to enter into this transaction. 7. Deed of Trust dated September 4, 2003, recorded under Document No. 2003087343 of the Official Public Records of Williamson County, Texas, executed by Calcasieu Real Estate Holdings, Inc., to Jimmy R. Locke, Trustee, securing one promissory note in the original prindpal amount of $2,850,000.00, payable to THE FROST NATIONAL BANK; and being further subject to all terms, conditions and stipulations contained therein, including any additional indebtedness secured thereby. Said lien additionally secured by Assignment recorded under Document No. 2003087344 of the Official Public Records of Williamson County, Texas. 8. Deed of Trust, Security Agreement and Financing Statement dated August 22, 2008, recorded under Document No. 2008071671 of the Official Public Records of Williamson County, Texas, executed by Calcasieu Real Estate Holdings, Inc., to Jimmy R. Locke, Trustee, seenriig one promissory note in the original principal amount of $$1,500,000.00, payable to THE FROST NATIONAL BANK; and being further subject to all terms, conditions and stipulations contained therein, including any additional indebtedness secured thereby. Said lien modified, renewed and/or extended by Instrument recorded under Document No(s). 2010012864 and 2010041231 of the Official Public Records of Williamson County, Texas. 9. Subject property lies within the boundaries of Upper Brushy Creek Water Control and Improvement District. REQUIREMENT: Pursuant to V.T.C.A. Water Code, Section 49.452 proper notice in statutory form must be given to the purchaser. 10. FOR INFORMATIONAL PURPOSES: The last recorded deed to convey the subject property is dated January 13,1979, filed for record on February 14,1979, in Volume 748, Page 470 of the Deed Records of Williamson County, Texas, from Leroy L. Lange et al to Austin Industries, Inc., (now known as Calcasieu Real Estate Holdings, Inc.). 11. We must be tarnished a properly executed Affidavit of Debts and Liens, executed by Seller(s). Printed Daft November 22, 2010 SCHEDULE C - continued Commitment No. 00101836 (3F No. 00101836 12. We must be furnished with properly executed Waiver of inspection, executed by Purchaser(s). 13. THIS FILE MUST BE UPDATED PRIOR TO CLOSING AND FUNDING. L,LCLL 4P -t, Authorized Cougewignsfum V Jennifer Jacoby Ramberg SCHEDULE D Commitment No. 00101836 GF No. 00101836 Pursued to the requirements of Rule F-21, Basic Manual ofRmlee, Rata and Forms for the writing ands Inamaooe in the State of Texas, the following dimple/lures ere mods 1. UNDERWRITER: First American Title Insurance Company, a California Corporation. Shareholder owning or controlling, directly or indirectly, tea percent or more of the share of the Underwriter: First American Title Insurance Company is a wholly owned subsidiary of First Americas Financial Corporation, a public Company farmed in Delaware. Directors: Dennis J. Gilmore, Mark J. Harmsworth,. Pad= S. Kennedy, Jeffrey 3. Robinson and Timothy V. Kemp Officers: President Dennis J. Gilmore; Executive Vice President, Chief Financial Officer: Mark J. Harmsworth; Vice Preset, Secretary. Timothy V. Kamp; and Executive Vice President, Business Director: John M. Hallenbeck. 2. The issuing Trtle Insurance Agent, Heritage Title Company of Austin, Ina, is s corpaation'whoee shareholders owning or controlling, &reotly or indirectly, 1% or more of said corporation (or owning or controlling 10% or moan of any entity that owns 1% or more of the Agent), directors, and officers are listed blow: Owners of 10% or morn~ Gary S. Farmer, Jan Cox Dwyer and Laura A. Besalein Officers: Gary S. Fanner - President, Brenda K. FTmdamen- Secretary and Laura A. Beueriein- Treasurer Board of Directonc Gary S. Farmer, Jan Cox Dwyer and Laura A. Beue:lein 3. You are entitled to receive advance disclosure of aetlianeat dunes in canosctian with the proposed transaction to which this commitment relates. Upon your request, etch disclosure will be road* to you. Additimdly, the name of any receiving aportion ofthe premium from the aetdenent of tido tnnsadion will bedlsoloued an thud 1n. from on oeing a settlement ahaemeeht. You arc lInther advised that the estimated titled is: Owns Policy Sffi]� DETER11dIletlCD Loan Policy STO BE DETERMINED Endorsement Changs STO BE MEMO= Other SillitaKOMBSSE Total STO BE DETERMINED Of this total amount: 15% will be pad to the policy laming Title lnaurma Company. 15% will be mined by the issuing Title Insurance Agent, rad theraraain& of the estimated prarimsh will bepsd to other parties as follow: Amount To Whom For Services S S * The estimated premium is based upon information furnished to us as of the date of tills Commitment for Tice Insuranoo. Find determination of the amount of the prang will be made at dosing in accordance with the Rules and Regalationa adopted by the Conmdseioaa of Ineurahoa Heritage Title Company of Austria, Inc.. Tans Co'-msmrert Schedule D Printed Dare: Novaiba22, 2010 Pint American THIe Insurance Company valid Only if Schedule A. B mad C. rid Cowin 'ached Commitment No. 00101836 OF No. 00101836 DELETION OF ARBITRATION PROVISION (Not applicable to the Texas Residential Owner Policy) ARBITRATION is a common form of alterative dispute resolution. It can be a quicker and cheaper means to settle a dispute with your Title Insurance Company. However, if you agree to arbitrate, you give up your right to take the Title Company to court and your rights to discovery of evidence may be limited in the arbitration process. In addition, you cannot usually appeal an arbitrator's award. Your policy contains an arbitration provision (shown below). It allows you or the Company to require arbitration if the amount of insurance is $2,000,000 or less. If you want to retain your right to sae the Company in cue of a dispute over a claim, you must request deletion of the arbitration provision before the policy is issued You can do this by sib this form and returning it to the Company at or before the closing of your real estate traction or by writing to the Company. The arbitration provision in the Policy is as follows: "Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is S2,000,000 or less !hall be arbitrated at the option of either the Company or the Insured, unless tbo Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of S2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered m any court of competent jurisdiction." • SIGNATURE DATE Heritage Tide Company of Anode, Inc. Tats Commitment - Sehedale D Printed Date: November22, 2010 First American Title Insurance Company Valid Only it schedule A, B and C, end Coverare attached TEXAS TITLE INSURANCE INFORMATION Title insurance insures you against loss resulting from certain risks to your tide. The commitment for Title Insurance Is the title Insurance company's promise to issue the title Insurance policy. The commitment is a legal document. You should review it carefully to completely understand it before your closing date. E seguro de tltulo le asegura en retaci8n a perdidas resultantes de ciertos riesgos qua pueden afectar el tituto de su propiedad. E Compromiso pare Seguro de Titulo es la promesa de Ia compaifla aseguradora de titulos de emitir la pbNza de seguro de titulo. 8 Compromiso es un documento legal. Usted debe teed° cuidadosamente y enterderio completamente antes de Ia fecha pare finalizar su transaccliin. Your Commitment for Title Insurance Is a legal Contract between you and us. The Commitment Is not an opinion or report of your title. It is a contract to issue you a policy subject to the Commitment's terms and requirements. Before Issuing a Commitment for Title insurance (the Commitment) or a Title Insurance Policy (the Policy), the Title Insurance Company (the Company) determines whether the title Is insurable. This determination has already been made. Part of that determination Involves the Company's decision to Insure the title except for certain risks that will not be covered by the Policy. Some of these risks are listed in Schedule B of the attached Commitment as Exceptions. Other risks are stated In the Policy as Exclusions. These risks will not be covered by the Policy. The Policy is not an abstract of title nor does a Company have an obilgation to determine the ownership of any mineral interest - MINERALS AND MINERAL RIGHTS may not be covered by the Policy. The Company may be unwtlting to Insure title unless there Is an exdusion or an exception as to Minerals and Mineral Rights in the Policy. Optional endorsements insuring certain risks Involving minerals, and the use of Improvements (excluding Iawns, shrubbery and trees) and permanent buildings may be available for purchase. If the tide insurer Issues the tide policy with an exclusion or exception to the minerals and mineral rights, neither this Policy, nor the optional endorsements, ensure that the purchaser has tide to the mineral rights related to the surface estate. Another part of the determination involves whether the promise to Insure Is condldoned upon certain requirements being met. Schedule C of the Commitment lists these requirements that must be satisfied or the Company will refuse to cover them. You may want to discuss any matters shown In Schedules B and C of the Commitment with an attorney. These matters will affect your title and your use of the land. When your Policy Is issued, die coverage will be limited by the Policy's Exceptions, Exclusions and Conditions, defined below. —EXCEPTIONS are title deice that a Policy generally covers but does not cover in a particular instance. Exceptions are shown on Schedule B or discussed M Schedule C of the Commitment. They can also be added If you do not Comply with the Conditions sec on of the Commitment. When the Policy is Issued, all Exceptions will be on Schedule 8 of the Policy. - EXCLUSIONS are the risks that a Policy generally does not cover. E clusions are contained in the Policy but not shown or discussed in the Commitment. - CONDITIONS are additional provisions that qualify or limit your coverage. Conditions include your.responsibditles and those of the Company. They are contained in the Policy but not shown or discussed in the. Commitment. The Policy Conditions are not the same as the Commitment Conditions. You can get a copy of the policy form approved by the Texas Department of Insurance by calling the Tide Insurance Company at 1-888-832-1842 or by calling the title Insurance agent that Issued the Commitment. Texas Department of Insurance may revise the policy font from time to time. You can also get a brochure that explains the pdicy from the Texas Department of insurance by calling 1-800-252-3439. Before the Policy is issued, you may request changes In the policy. Some of the changes to consider are: - Request amendment of the "area and boundary' exception (Schedule 8, paragraph 2). To get this amendment, you must furnish a survey and comply with other requirements of the Company. On the Owners Policy, you must pay an additional premium for the amendment. If the survey Is acceptable to the Company and if the Company's other requirements are met, your Policy will insure you against loss because of mdse or conflicts In I Farm 6017448 (211110) Pape 2 of 4 I T-7 Commitment for Tple Insurance (Rev. 2.1.10) Tow" boundary lines. encroachments or protrusions, or overlapping of improvements. The Company may then decide not to Insure against spec! is boundary or survey problems by making special exceptions In the or not you request amendment of the "area and boundary exception, you should determine whPetheer you want to purchase and review a survey if a survey Is not being provided to you. y� want to Allow the Company to add an exception to "rights of parties in possession.' If you refuse this exception, the Company or the title Insurance agent may inspect the property. The Company may except to and not insure you against the rights of specific persons, such as renters, adverse owners or easement holders who occupy the land. The Company may charge you for the inspection. If you want to make your own inspection,, you must sign a Waiver of Inspection form and allow the Company to add this exception to your Policy. The entire premium for a Policy must be paid when the Policy Is issued. You will not owe any additional premiums unless you want to Increase your coverage at a later date and the Company agrees to add an Increased Value Endorsement. CONORIONS AND STIPULATIONS 1. If you have actual knowledge of any matter which may affect the title or mortgage covered by this Commitment, that is not shown in Schedule B, you must notify us in writing. If you do not notify us in writing, our debility to you Is ended or reduced to the extent that your failure to notify us affects our liability. If you do notify us, or we learn of such matter, we may amend Schedule B, but we will not be relieved of liability already incurred. 2. Our liability is only to you, and others who are included In the definition of Insured In the Policy to be issued. Our liability is only for actual loss incurred in your reliance on this Commitment to comply with its requirements or to acquire the interest In the land. Our liability Is limited to the amount shown in Schedule A of this Commitment end will be subject to the following terms of the Policy: Insuring Provisions, Conditions and Stiputadons, and Exdusions. 1 Foran 8017448 (211/10) Page 3 of 4 I g� AMER, � C-4 First American ?h1e T-7 Commitment for 7111e Nmuaance (Rev. 2-1-10) Terirw First AmericanTitle Important Notice ISSUED SY First American Title insurance Company IMPORTANT NOTICE To obtain Information or make a complaint You may call First American Tide Insurance Company's toll- free telephone number for Infonnat/on or to make a complaint at 1.888-632-1842 You may also write to First American Title Insurance Company at 1 First American Way Santa Ana, California 92707 You may contact the Texas Department of insurance to obtain Information on companies, coverages, rights or complaints at 1-800-252-3439 You may write the Texas Department of insurance: P.O. Box 149104 Austin, 7X 78714-9104 Fax: (512) 475-1771 Web: http:/Mwiw tdlstate.tx.us E-mail ConsumerPmtecdon©tdl stafe.bc.us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact First American TIHe Insurance Company first If the dispute is not resolved, you may contact the Texas Department of insurance. ATTACH THIS NOTICE TO YOUR POUCY: • This notice Is for information only and does not become a . part or condition of the attached document AVISO IMPORTANTE Para obtener Informacdon o para someter una queja: Usted puede !lamer al numero de telefono grads de First American Trtie Insurance Company`s para informacdon o para someter una que/a al: . 1-888-632.1642 lifted tamblen puede escrlbfr a First American Title Insurance Company: 1 First American Way Santa Ana, California 92707 Puede comunicarse con el Departamento de Seguros de Texas pare obtetter lnformacion acerca de companlas, coberturas, derechos o quejes at 1.800.252.3439 Puede escriblr of Departamento de Seguros de Texas: P.O. Box 149104 Austin, 7X 78714-9104 Fax: (512) 475-1771 Web: ht 4Www.td.state,bc.us E-mail: ConsumerProtecdongtdl state.tx.us D/SPUTAS SOBRE PRIMAS 0 RECLAMOS: SI Ilene uns disputa concemlen*e a su prima o a un reclamo, debe comunkarse con el First American Tale Insurance Company primero Si no se ream*e la disputa, puede entonces comunkerse con el departamento (TDI). UNA ESTE AVISO A SU POLtZA: Este wise es solo pars proposio de informaaion y no as oonvierte en parte o condi ion del documento adjunto. IFon 3017448 (2/1/10) Page 4 oro I T-7 Commitment far The Insurance (Rev. 2.1-10) T.wa