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R-00-04-13-10D3 - 4/13/2000C AUSTIN TITLE COMPANY May 3, 2001 THE CITY OF ROUND ROCK 221 EAST MAIN STREET ROUND ROCK, TEXAS 78664 Re: Our File Number: 00 RR 211698 -T Closer: Susan Patterson Dear Policyholder(s): C.c.`6.6 — / Ci- CJ j In connection with the above captioned transaction, we enclose herewith LAWYERS TITLE INSURANCE CORPORATION Owner's Title Policy, along with the original recorded Warranty Deed. It has been a pleasure to handle this transaction for you. If you should have any questions, please contact Susan Patterson at 512 - 255 -3343. Very truly yours, AUSTIN TITLE COMPANY Policy Department CU Enclosure 1515 Capital of Texas Highway South Fifth Floor Austin, Texas 78746 -6544 Office 512 / 306.0988 512 / 306.0966 Fax C J ./ X001 -5000 -0007 OOV 05 0 LL Date: 5EO7Eh1(3Ei? !S 2000 Grantor: FERN MAYFIELD, a single person; O DICK R. MAYFIELD, not joined by my spouse for the reason that the property herein conveyed forms no part of my homestead owned, claimed or occupied; O MARJORIE MAYFIELD SIMS, not joined by my spouse for the reason O that the property herein conveyed forms no part of my homestead owned, claimed or occupied; 0 Bell CATHRYN MAYFIELD HARRIS, not joined by my spouse for the reason that the property herein conveyed forms no part of my homestead owned, claimed or occupied; and THE DICK M. MAYFIELD TESTAMENTARY TRUST Grantor's Mailing Address (including county): •JORIE MAYFIE 1 S / TH 'Y MAYFI LD •'RIS Travis SPECIAL WARRANTY DEED - PAGE 1 C: \WEDOCS \ROUNDROC \HAYFIELD \SEW. WED/ cdc SPECIAL WARRANTY DEED c/o Marjorie Mayfield Sims 8720 N. FM 148 COUNTY Terrell, TX 75160 COUNTY COUNTY TH DICK M. MAY IE D T TRUST /. ....,_-_/ IL.- -! ' " ' % c/o Marjorie Mayfield Sims OL 8720 N. FM 148 COUNTY Terrell, TX 75160 COUNTY 3710 Del Norte Blvd. Temple, TX 76502 8720 N. FM 148 Terrell, TX 75160 3803 Hidden Hollow Austin, TX 78731 Grantee: CITY OF ROUND ROCK Grantee's Mailing Address (including county): CITY OF ROUND ROCK 221 EAST MAIN STREET ROUND ROCK, TEXAS 78664 WILLIAMSON COUNTY CONSIDERATION: TEN AND NO /100 DOLLARS and other good and valuable consideration. PROPERTY (including any improvements): 245.4 acres, more or less, out of the JOHN H. DILLARD SURVEY, ABSTRACT 179 and the WASHINGTON ANDERSON SURVEY, ABSTRACT NO. 15, Williamson County, Texas, and being more particularly described in Exhibit "A" attached hereto and made a part hereof. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: Easements, rights -of -way, and prescriptive rights, whether of record or not; all presently recorded restrictions, reservations, covenants, conditions, oil, gas or other mineral leases, mineral severances, and other instruments, other than liens and conveyances, that affect the property; rights of adjoining owners in any walls and fences situated on a common boundary; any encroachments or overlapping of improvements; and taxes for the current year, the payment of which Grantee assumes. Grantor, for the consideration, receipt of which is acknowledged, and subject to the reservations from and exceptions to conveyance and warranty, grants, sells and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to Grantee, Grantee's heirs, executor, administrators, successors or assigns forever. Grantor binds Grantor and Grantor's heirs, executors, administrators and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs, executors, administrators, successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the reservations from and exceptions to conveyance and warranty, when the claim is by, through or under Grantor, but not otherwise. This Deed is being delivered by Grantor to Grantee in lieu of condemnation by Grantee. As a material part of the consideration, Seller and Buyer agree that Buyer is taking the property as is, where is," in its present condition, and there is no warranty by Seller that the property has a particular financial value or is fit for a particular purpose. Except for any SPECIAL WARRANTY DEED - PAGE 2 C:\ WPDOCS \RODNDROC \NAYFIELD \SPW.HPD /cdc warranties of title contained in the Deed, Seller hereby disclaims and Buyer hereby waives, any and all warranties of any nature regarding the property. Buyer acknowledges and stipulates that it is not relying on any representations or statements (oral or written) which may have been made or may be made by Seller or Seller's agent, attorneys or contractors, and will rely solely upon Buyer's or Buyer's representatives' own examination of the property. When the context requires, singular nouns and pronouns include the plural. STATE OF TEXAS COUNTY OF WILLIAMSON SUSAN PATTERSON MY COMMISSION EXPIRES February 1,2004 SPECIAL WARRANTY DEED - PAGE 3 C: \RPDOCS \AOUNDROC \ MAYFIELD \SPW.WPD /cdc FERN MAYFI DICK R. MAYFIELD /L..... 466 f / 0 / MARJ• MAYFIE / SIMS CATHRYN " FIELD MARJ IE MAYFIEra SIMS, Trustee of the Dick M. Mayfield Testamentary Trust ACKNOWLEDGMENT 5 5 Notary Public, State of Texas 474 This instrument was acknowledged before me on the /..5 day of sePrioi»vri>e.,e , 2000, by.F.E&A2 -B.-4 Y-0I -EB. Marjorie Mayfield Sims, Attorney - in -fact for Fern Mayfield. STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on the 15th day of September, 2000 by DICK R. MAYFIELD. SUSAN PATTERSON . *: MY COMMISSION EXPIRES Fabnlary 1, 2004 STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on the 15th day of September, 2000 by CATHRYN M. HARRIS. SUSAN PATTERSON MY COMMISSION EXPIRES February 1, 2004 STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on the 15th day of September, 2000 by MARJORIE MAYFIELD SIMS, individually and as Trusteeoof the DICK M. MAYFIELD TESTAMENTARY TRUST. r �. t SUSAN PATTERSON MY COMMISSION EXPIRES y4:,f {0 February 1, 2004 ACKNOWLEDGMENT Notary Public, State of Texas Notary Public, State of Texas Notary Public, State of Texas Mayfield 245.4 Acre Tract Page 1 of 5 EXHIBIT 72 DESCRIPTION FOR A 245.4 ACRE TRACT OF LAND SITUATED IN THE WASHINGTON ANDERSON SURVEY, ABSTRACT NO. 15 AND THE JOHN DILLARD SURVEY, ABSTRACT NO. 179, IN WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED 245.24 ACRE TRACT AS DESCRIBED IN THAT DEED TO DICK M. MAYFIELD TESTAMENTARY TRUST AND RECORDED IN VOLUME 2120, PAGE 53 OF THE OFFICIAL RECORDS OF SAID COUNTY, SAID 245.4 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 1/2" iron rod found for the southeasterly comer of said 245.24 Acre Tract, and for the northeasterly comer of Long Acres, a subdivision recorded in Cabinet I, Slide 156 of the Plat Records of said County and vacated by Document No. 9620746 of said Official Records, same being the common westerly corner of Lots 10 and 11, Block 2, of Brushy Creek North Subdivision, a subdivision recorded in Cabinet C, Slide 332 of said Plat Records, same being the southeasterly corner hereof; THENCE with the southerly line of said 245.24 Acre Tract, same being in part the northerly line of said Long Acres Subdivision and the northerly line of a 2.00 acre tract as described in that deed to Tracy Shelton and recorded in Document No. 9917324 of said Official Records, the following three (3) courses and distances: 1) S 69° 38' 54" W passing a'' /2" iron rod found at a distance of 455.12, being 1.94 feet south of said southerly line, continuing pass a 1/2" iron rod found at a distance of 480.00 feet, being 1.90 feet south of said southerly line, in all for a total distance of 614.96 feet to a %z" iron rod found for an angle point hereof; 2) S 71° 23' 19" W passing a '/z" iron rod found at a distance of 88.70 feet, being 1.25 feet south of said southerly line, in all for a total distance of 263.73 feet to a ''14" iron rod found for an angle point hereof; 3) S 71° 43' 20" W passing a 'h" iron rod found for the northwesterly corner of said vacated Long Acres Subdivision, same being the northeasterly corner of said 2.00 Acre Tract at a distance of 131.50 feet, being 0.31 feet south of said southerly line, in all for a total distance of 333.86 feet to a ' /z" iron rod found for the Mayfield 245.4 Acre Tract Page 2 of 5 northwesterly corner of said 2.00 Acre Tract, same being the northeasterly corner of a 10.393 acre tract as described in that deed to Carl Woehl and wife, Janet K. Woehl and recorded in Volume 665, Page 55 of the Deed Records of said County, same being the southeasterly of a 32.96 acre tract as described in that deed to Bruce Gessaman, and wife Carole D. Gessaman and recorded in Volume 2553, Page 222 of said Official Records, for an angle point hereof; THENCE with the southerly line of said 245.24 Acre Tract, same being the easterly, northerly, and westerly lines of said 32.96 Acre Tract, the following fourteen (14) courses and distances: 1) N 83° 09' 23" W for a distance of 20.23 feet to a %2" iron rod found for an angle point hereof; 2) N 07° 48' 12" E for a distance of 163.42 feet to a 1/4" iron rod found for an angle point hereof; 3) N 21° 47' 43" W for a distance of 182.83 feet to a masonry nail found in concrete at a fence post for an angle point hereof; 4) N 57° 35' 42" W for a distance of 475.81 feet to a masonry nail found in concrete at a fence post for an angle point hereof; 5) S 11° 29' 23" W for a distance of 269.79 feet to a 12D nail found at a fence post for an angle point hereof; 6) S 50° 32' 39" E for a distance of 295.54 feet to a PK nail set in concrete at a fence post for an angle point hereof; 7) S 66° 53' 53" W for a distance of 823.94 feet to a PK nail set in fence post for an angle point hereof; 8) S 70° 51' 19" W for a distance of 83.32 feet to a Y2" iron rod found for an angle point hereof; Mayfield 245.4 Acre Tract Page 3 of 5 9) S 76° 03' 19" W for a distance of 127.69 feet to a '' /2" iron rod found for an angle point hereof; 10) S 79° 19' 52" W for a distance of 1616.75 feet to a 3 /d' iron rod found for an angle point hereof; 11) S 85° 41' 11" W for a distance of 112.64 feet to a 60D nail found at a fence point for an angle point hereof; 12) S 86° 19' 41" W for a distance of 83.89 feet to a 'A" iron rod found for an angle point hereof; 13) N 89° 44' 42" W for a distance of 324.34 feet to a 'A" iron rod found for the northwesterly corner of said 32.96 Acre Tract, for an angle point hereof; 14)S 00° 23' 08" W for a distance of 106.30 feet to a 'A" iron rod found for the southwesterly corner of said 32.96 Acre Tract, same being on the northerly right -of- way line of Sam Bass Road, also known as County Road 175 (right -of -way width varies), for an angle point hereof; THENCE with the westerly line of said 245.24 Acre Tract, same being the northerly and easterly right -of -way line of said Sam Bass Road, the following four (4) courses and distances: 1) with the arc of a curve to the right, having a radius of 565.00 feet, passing a %" iron rod found<which chord bears N 65 °19' =28" W for a distance of 477.77 feet, and continuing along said curve, with a central angle of 70° 00' 15 ", an arc length of 690.32 feet, and a chord which bears N 55° 20' 03" W for a total distance of 648.18 feet to a 1 /z" capped iron rod set for a point of tangency hereof; 2) N 20° 28' 55" W for a distance of 1125.16 feet to a '/2" iron rod found for an angle point hereof; 3) N 19° 54' 08" W for a distance of 319.02 feet to a %z" iron rod found for an angle point hereof; Mayfield 245.4 Acre Tract Page 4 of 5 4) N 15° 50' 19" W for a distance of 12.97 feet to a '/2" iron rod found for the northwesterly corner of said 245.24 Acre Tract, same being on the southerly right -of- way line of R. M. 1431 (200 foot right -of -way width), for the northwesterly corner hereof; THENCE with the northerly line of said 245.24 Acre Tract, same being the said southerly right -of -way line R. M. 1431, the following five (5) courses and distances: 1) with the arc of a curve to the right, having a radius of 7539.44 feet, a central angle of 01° 23' 05 ", an arc length of 182.22 feet, and a chord which bears N 72° 07' 07" E for a distance of 182.21 feet to a type II concrete monument found for a point of tangency hereof; 2) N 72° 37' 58" E for a distance of 1132.38 feet to a type II concrete monument found for a point of curvature hereof; 3) with the arc of a curve to the left, having a radius of 11559.16 feet, a central angle of 01° 38' 28 ", an arc length of 331.10 feet, and a chord which bears N 71° 52' 29" E for a distance of 331.09 feet to a type II concrete monument found for a point of tangency hereof; 4) N 71° 02' 52" E for a distance of 3252.08 feet to a type II concrete monument found for a point of curvature hereof; 5) with the arc of a curve to the left, having a radius of 11559.16 feet, a central angle of 00° 26' 48 ", an arc length of 90.11 feet, and a chord which bears N 72° 18' 39" E for a distance of 90.11 feet to a type II concrete monument found for the northeasterly corner of said 245.24 Acre Tract, same being the northwesterly corner of said Brushy Creek North Subdivision, for the northeasterly comer hereof; THENCE with the easterly line of said 245.24 Acre Tract, same being the westerly line of said Brushy Creek North Subdivision, the following four (4) courses and distances: 1) S 20° 09' 09" E for a distance of 223.27 feet to a'' /2' iron rod found for an angle point hereof; Mayfield 245.4 Acre Tract Page 5 of 5 2) S 19° 57' 37" E passing a %:" iron rod found for the common westerly corner of Lots 18 and 19, Block 14, of said Brushy Creek North Subdivision at a distance of 173.88 feet, in all for a total distance of 797.62 feet to a '' /z" iron rod found for an angle point hereof; 3) S 20° 12' 52" E passing a %z" iron rod found for the common westerly comer of Lots 13 and 14, Block 14, of said Brushy Creek North Subdivision at a distance of 126.18 feet, in all for a total distance of 815.01 feet to a '' /z" iron rod found for an angle point hereof; 4) S 19° 20' 03" E passing a 1 /2" iron rod found for the common westerly corner of Lots 7 and 8, Block 14, of said Brushy Creek Subdivision at a distance 207.24 feet, continuing pass a ' /2" iron rod found for the southwesterly corner of said Lot 7, same being the northerly right -of -way line of Quail Run (50 foot right -of -way width) at a distance of 351.76 feet, being 0.46 feet west of line, in all for a total distance of 557.76 feet to the POINT OF BEGINNING hereof and containing 245.4 acres of land. Surveyed under the direct supervision of the undersigned: g rence A. Hunt egistered Professional Land Surveyo BAKER - AICKLEN & ASSOCIATES, 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244 -9620 Job No.: 601- 770 -20 _.. _. FILED AND RECORDED OFFICIAL PUBLIC RECORDS 10 -04 -2000 02:12 PM 2000066640 MILLER $25.00 NANCY E. RISTER ,COUNTY CLERK WILLIAMSON COUNTY, TEXAS Da ed File Name: W:\PROJECTS \CORR\ MAYFIELD\DOC\Mayfield.doc Zc AUSTIN TITLE COMPANY 101 E. Old Settlers Blvd. Suite #100 Round Rock, Texas 78664 K:\ WPDOCS \RESOLOTI \R00913D3.WPD /sc RESOLUTION NO. R- 00- 04- 13 -10D3 WHEREAS, the City of Round Rock desires to purchase approximately 245.23 acres of land located at the southeast corner of County Road 175 (Sam Bass Road) and RM 1431, and WHEREAS, Fern D. Mayfield, Dick R. Mayfield, Cathryn M. Harris, Marjorie M. Simms, and Marjorie M. Simms, Trustee of the Dick M. Mayfield Testamentary Trust, the owners of the property, desire to sell the property to the City of Round Rock, 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 an Unimproved Property Commercial Contract with Fern D. Mayfield, Dick R. Mayfield, Cathryn M. Harris, Marjorie M. Simms, and Marjorie M. Simms, Trustee of the Dick M. Mayfield Testamentary Trust for the purchase of the above described property, a copy of said Unimproved Property Commercial Contract being attached hereto 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, and the Act. ATTEST: RESOLVED this 13th day of April, 2000. LAND, City Secretary 2 A. STLUKA, , Mayor City of Round Rock, Texas 1. PARTIES' 2. PROPERTY: City TEXAS ASSOCIATION OF REALTORS® UNIMPROVED PROPERTY COMMERCIAL CONTRACT USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS® IS NOT AUTHORIZED. ®Texas Association of REALTORS®, Inc 1999 See #11 Special Provisions (Seller) agrees to sell and convey to the City of Round Rock. a Texas Home Rule (Buyer) and Buyer agrees to buy from Seller the Property described below. A. The property sold by this contract is called the "Property." The Property is that real property situated in williamson County, Texas at the southeast corner of F.M. 1431 and Sam Bass Road (address) that is legally described as follows: (identity exhibit if described by attachment.) 245.24 acres of land, more or less, in Williamson County, Texas, being more particularly described in Exhibit "A" attached to and incorporated in this Contract by reference for all purposes. B. The Property is sold together with: (1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals, utilities, adjacent streets, alleys, strips, gores, and rights -of -way; (2) Seller's interest in all leases, rents, and security deposits for all or part of the Property; and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 11 or an addendum.) 3. SALES PRICE: A. At or before closing, Buyer will pay the following sales price for the Property: (1) Cash portion payable by Buyer at closing $ (2) Sum of all financing described in Paragraph 4 $ (3) Sales price (sum of 3A(1) and 3A(2)) $ B. Adjustment to Sales Price: (Check (1) or (2) only.) ❑ (1) The sales price will not be adjusted based on a survey. ® (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6B. 1,839,300.00 1,839,300.00 (a) The sales price is calculated on the basis of $ 7,500.00 per ❑ (i) square foot of ❑ total area ❑ net area • (ii) acre of ® total area ❑ net area. (b) "Total area means all land area within the perimeter boundaries of the Property. "Net area" means total area less any area of the Property within: ❑ (i) public roadways; ❑ (ii) rights -of -way and easements other than those that directly provide utility services to the Property; and ❑ (iii) Initialed for Identification by Buyere and Seller, - YI ' TAR, P.O. Box 2246, Aus ' , TX 78768 -2246 Page 1 of 9 (TAR -1802) 11 -5 -99 Produced with ZipForns " by Vertisoft Inc 18025 Fifteen Mile Road, Clinton Township, Michigan 48038 (800) 383 -9805 Girton d McAllister Real Estate Services 201 Barton Springs Rd, Austin TX 78704 Phone'. 5124722100 Fax: 5124722905 07250690 UFO Commercial Unimproved Contract Concerning the southeast corner of F.M. 1431 (c) If the sales price is adjusted by more than 10% of the stated sales price, either party may terminate this contract by providing written notice to the other party within 5 days after the terminating party receives the survey. If neither party terminates this contract or if the variance is 10% or less, the adjustment to the sales price will be made to the cash portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3B as follows: (Check all that apply.) ❑ A. Third Party Financing: A third party note(s) in the total amount of $ This contract: ❑ (1) is not contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Financing Addendum. ❑ B. Assumption: In accordance with the attached Financing Addendum, Buyer will assume the unpaid principal balance of the first lien promissory note, which balance at closing will be $ ❑ C. Seller Financing: The delivery of a promissory note and deed of trust from Buyer to Seller under the terms of the attached Financing Addendum in the amount of $ 5. EARNEST MONEY: Not later than 3 days after the effective date, Buyer must deposit $ 25, 000.00 as earnest money with First American Title Insurance Company of Texas (escrow agent) at 2120 N. Mays, Suite 450, Round Rock. Texas 78664 (escrow agent's address). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract by providing written notice to Buyer before Buyer deposits the earnest money. Buyer may instruct the escrow agent to deposit the earnest money in an interest - bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY AND SURVEY: A. Title Policy: (2) The standard printed exception as to area boundaries: (Check (a) or (b) only.) ❑ (a) will not be deleted from the title policy. ❑ (b) will be deleted from the title policy at the expense of ❑ Buyer ❑ Seller. (3) Buyer may object to any restrictive covenants on the Property within the time required under Paragraph 6C. (4) Within 30 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. B. SOrvey: (1) Within 30 days after the effective date: (Check all that apply.) (TAR -1802) 11 -5 -99 (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by First American Title Insurance company (the title company) in the amount of the sales price, dated at or after dosing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (a) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. If Buyer fail to obtain the survey timely , waives its ri ht to object to any matters shown on he ❑ (b) Seller, at Seller's expense, will urnish Buyer a survey of the Property dated after the effective date. surve�ug er sects ❑ (c) Seller will deliver a true and correct copy of Sellers existing survey of the Property dated Seller, at Seller's expense: ❑ (i) will have the existing survey recertified on a date not earlier than ❑ (ii) will not have the existing survey recertified. 1/�)) {��{I�t yt Initialed for Identification by Buyer �- / and Sellery�/ //'_C�//r » TAR, P.O. Box 2246, Au , TX 78768 -2246 Page 2 of 9 Produced with ZipForm"' by Vertisort Inc. 18025 Fifteen Mile Road, Clinton Township, Michigan 48035, (800) 383 -9805 07250690.UFD to an fail reef B�ry ec t imet in a R rdaoce w it h his Section 6C i[ h respect fr ;e ected o e u e C to tJe comgilt s o�aa a d 10 wal,e.ary.ri2pt g b ieco tO L s u c ni a n¢ such s a e deeme a p mltte exce im In a ee o e e fiver ew a ler- Commercial unimproved Contract Concerning the southeast corner of F. item . 1931 (2) The survey required under Paragraph 66(1) must be made by a Registered Professional Land Surveyor acceptable to the title company. The survey must: (a) identify the Property by metes and bounds or platted lot description; (b) show that the survey was made and staked on the ground with corners permanently marked; (c) set forth the dimensions and total area of the Property; (d) show the location of all improvements, highways, streets, roads, railroads, rivers, creeks or other waterways, fences, easements, and rights -of -way on the Property with all easements and rights -of -way referenced to their recording information; (e) show any discrepancies or conflicts in boundaries, any visible encroachments, and any portion of the Property lying within the 100 -year flood plain as shown on the current Federal Emergency Management Agency map; and (f) contain the surveyor's certificate that the survey is true and correct. C. Buyer's Objections to the Commitment and Survey: Subject to Section 6B(1)(i above with respect to objections to tle survey, (1) Within to days after Buyer receives all of the items required in Paragraphs 6A and 6B (the commitment, copies of the documents evidencing the title exceptions, and survey), Buyer may object in writing to matters disclosed in the items if: (a) the matters disclosed constitute a defect or encumbrance to title other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a 100 -year flood plain. above Coe "Cure Period ") ** (2) Seller ma y, 6uti not obl to, cure Buyer's timely objections within 20 days after Seller receives the objections.-The G cing dal will be cxt ndcd as n c csary to cur th objccti no. If Seller fails to cure the objections by thc time during tle roquirod, Buyer may terminate this contract by providing written notice to Seller within 5 days after the timo by which Cure Perio d Seller muct cure thc objoctionc. If Buyer terminates, the earnest money, less the independent co ideration paid for Buyer's right to terminate under Paragraph 7B(3), will be refunded to Buyer. erpirat i n of the Cure ergo (3) Buyer's failure to timely objoct or terminate under this Paragraph 6C -- - -- - - -- ' -• - -- - -- - - - - -- -- - -.,if Sella ,fails to cure, ary ti de a tine y an. prover y o.1ec e. o s a cons Mute a waiver r' such lteto ana 7. PROPERTY CONDITION: (CheckAorBonly.) such item may be excepted from the warranty in the deed delisered by Seller at Closing. ❑ A. Present Condition: (Check (1) or (2) only.) (TAR -1802) 11 -5 -99 ❑ (1) Buyer accepts the Property in its present "as -is" condition. ❑ (2) Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: ® B. Feasibility Period and Right to Terminate: (1) Delivery of Property Information: Within 10 days after the effective date, Seller will deliver to Buyer the following items to the extent that the items are in Seller's possession or are readily available to Seller. Any item not delivered is deemed not to be in Seller's possession or readily available to Seller. The items Seller will deliver are (a) copies of all current leases pertaining to the Property, including any modifications, supplements, or amendments to the leases; (b) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay in full on or before closing; (c) copies of all previous environmental assessments, studies, or analyses made on or relating to the Property; (d) property tax statements for the Property for the previous 2 calendar years; and (e) 5114- uppircable✓ (2) Inspections, Studies, or Assessments: (a) Within 90 days after the effective date, Buyer, at Buyer's expense, may complete or cause to be completed inspections, studies, or assessments of the Property. Inspections, studies, or assessments may include, but are not limited to (i) physical property inspections; (ii) economic feasibility studies; (iii) environmental assessments; and (iv) engineering studies. r by Buyer 7! 1 �u "V �' 1 Initialed for Identification b Bu er and Seller� » �� /�� TAR, P.O. Box 2246, Aust , TX 78768 -2246 Page 3 of 9 Produced with ZipForm^' by VMisoO Inc. 18025 Fifteen Mile Road, Clinton Township, Michigan 98039. (800) 383 -9805 07250690.UF0 Commercial Unimproved Contract Concerning the southeast corner of F.M. 1431 (b) In connection with Buyer's inspections, studies, and assessments, Buyer must: (i) employ only trained and qualified inspectors and assessors; (ii) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (iii) abide by any reasonable entry rules or requirements that Seller may require; (iv) not interfere with existing operations or occupants of the Property; and (v) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. 1 :4 (3) Right to Terminate: Buyer may terminate this contract for any reason within so days after the effective date by providing Seller with written notice of termination. If Buyer terminates, the earnest money will be refunded to Buyer less $100.00 that Seller will retain as independent consideration for Buyer's right to terminate under this paragraph. The independent consideration is to be credited to the sales price only upon closing of the sale. Buyer has tendered the independent consideration to Seller upon payment of the full amount specified in Paragraph 5 to the escrow agent. If Buyer does not terminate within the time required, Buyer accepts the Property in its present condition. (4) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (a) return to Seller all those items described in Paragraph 7B(1) that Seller delivered to Buyer and all copies that Buyer made of those items; and (b) deliver copies of at inspection and assessment reports (excluding economic feasibility studies) related to the Property that Buyer completed or caused to be completed. This Paragraph 7B(4) survives termination, Contracts Affecting Operations: After Buyers right to terminate under 7B(3) expires, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyers prior written approval. (5) 8. BROKERS: (c) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. A. The brokers to this sale are: Girton 6 McAllister 0903756 Summit Commercial Industrial Prot, Listing Broker License No. Other Broker License No. Listing Broker: Other Broker represents Buyer. ® represents Seller. ❑ acts as an intermediary between Seller and Buyer. B. Fees: (Check (1) or (2) only.) ❑ (1) Seller will pay Listing Broker the fee specified by separate written commission agreement between Listing Broker and Seller. Listing Broker will pay Other Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. (2) At closing, Seller will pay: Pd A. The closing of the sale will be on or before (TAR - 1802) 11 -5 -99 Listing Broker a total cash fee of: 3.000 % of the sales price. r41 3.000 % of the sales price. Other Broker a total cash fee of: The cash fees will be paid in Williamson County, Texas. Seller authorizes escrow agent to pay the brokers from the Seller's proceeds at dosing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an eamed commission with a lien against the Property. C. The parties may not amend this Paragraph 8 without the written consent of the brokers affected by the amendment. 9. CLOSING: •(see #11) or within 7 dayc aftor (the closing date). If either party fails to close by the closing date, the non - defaulting party may exercise the remedies in�arg ph 15. / fi nitialed for Identification by Buye�J and Seller {����✓ '� TAR, P.O. Box 2246, Austi , X 78768-2246 Produced with ZipFonn"' by Ve0isoft Inc. 18025 Fifteen Mile Road. Clinton Township, Michigan 48035, (800) 383 -9805 Page 4 of 9 07250690. UFO Commercial Unimproved Contract Concerning the sou corner of F.M. 1431 B. At closing, Seller will deliver, at Seller's expense, a ❑ general ® special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property at closing: (1) with no liens, assessments, or other security interests against the Property which will not be satisfied out of the sales price unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. C. At closing, Seller, at Seller's expense, will also deliver: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; and (5) any notices, statements, certificates, or other documents required by this contract or law necessary to convey the Property, all of which must be completed by Seller as necessary. D. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the escrow agent; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; and (3) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. E. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 10. POSSESSION: Seller will deliver possession of the Property to Buyer on closing and funding dins in its present or required repaired condition, ordinary wear and tear excepted. Until closing, Seller will operate the Property in the same manner as on the effective date. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord- tenant at sufferance relationship between the parties. 11. SPECIAL PROVISIONS: (Identify exhibit if special provisions are contained in an attachment.) *( #9.A. CLOSING) thirty (30) days after the end of the Feasibility Period, including any extensions thereto, or at such time, date, and place as Seller and Purchaser may agree upon. ( #1. PARTIES): Fern D. Mayfield, Dick R. Mayfield, Cathryn M. Harris, Marjorie M. Sims, and Marjorie M. Sims, Trustee of the Dick M. Mayfield Testamentary Trust (collectively "Seller ") 1. Seller will reimburse Buyer the cost of a boundary survey of the Subject Property only at Closing. Any other expenses associated with the survey will be the responsibility of the Buyer. 2. Seller will grant Buyer the option to extend the Feasibility Period for two (2) thirty (30) day periods by depositing 410,000 non - refundable Earnest Money for each extension period with the Title Company on or before the expiration of the Feasibility Period then in effect. 3. Buyer agrees that the Subject Property will be M use a city park l and other municipal , purposes. �7 rl V L /• 9' m 4e_fa cok014 tM.t L ty T aA.- 4. Buyer agrees to name the Subject Property with the Seller's family name. / ffl) 5. AS A MATERIAL PART OF THE CONSIDERATION, SELLER AND BUYER AGREE THAT BUYER I5 TAKING THE PROPERTY "AS IS, WHERE IS," IN ITS PRESENT CONDITION, AND THERE IS NO WARRANTY BY SELLER THA THE PROPERTY HAS A PARTICULAR FINANCIAL VALUE OR IS FIT FOR A PARTICULAR PURPOSE. EXCEPT FOR ANY WARRANTIES OF TITLE CONTAINED IN THE DEED, SELLER HEREBY DISCLAIMS AND BUYER HEREBY WAIVES, ANY AND ALL WARRANTIES OF ANY NATURE REGARDING THE PROPERTY. BUYER ACKNOWLEDGES AND STIPULATES THAT IT IS NOT RELYING ON ANY REPRESENTATIONS OR STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE OR MAY BE MADE BY SELLER OR SELLER'S AGENT, ATTORNEYS OR CONTRACTORS, AND WILL RELY SOLELY UPON BUYER'S OR BUYER'S REPRESENTATIVES' OWN EXAMINATION OF THE PROPERTY. THIS PROVISION SHALL SURVIVE DELIVERY OF THE DEED AND BE INCLUDED IN THE DEED. 6. Buyer agrees to cooperate with any like -kind exchange requested by any of the persons who constitute the Seller, including the execution of applicable and appropriate exchange documents. (TAR -1802) 11 -5 -99 Initialed for Identification by Buyer4 J� . and Selle C` TAR, P.O. Box 2246, Aus kfi, TX 78768 -2246 Page 5 of 9 Produced with ZlpForm' by Vertisoi Inc. 18025 FiReen Mile Road, Clinton Township, Michigan 48035, (800) 383 -9805 07250690.11FR Commercial Unimproved Contract Concerning the southeast corner of F.M. 1431 12. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following in cash at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one -half of any escrow fee; elects to (6) costs to record any documents to cure title objections that Seller-mast cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following in cash at or before closing: (1) all loan fees or expenses (for example, application fees, origination fees, discount fees, appraisal fees, assumption fees, recording fees, tax service fees, mortgagee title policy expenses, credit report fees, document preparation fees, interest expense that Buyers lender requires Buyer to pay at closing, and other fees required by Buyers lender); (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one -half of any escrow fee; (6) copy and delivery fees for delivery of the title commitment and related documents; and ( other expenses that Buyer will pay under other provisions of this contract. 13. PRORATIONS, ROLLBACK TAXES, RENT, AND DEPOSITS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 13A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: (1) If Seller changes the use of the Property before closing or if a denial of a special valuation on the Property claimed by Seller results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of ® Seller ❑ Buyer. This Paragraph 13B(1) survives closing. (2) If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of ❑ Seller ® Buyer. This Paragraph 13B(2) survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 13C survives dosing. 14. CONDEMNATION: If before dosing, condemnation proceedings are commenced against any part of the Property, Buyer may A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less the independent consideration paid for Buyer's right to terminate under Paragraph 7B(3), will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to: (1) Seller and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced. 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller may: (1) enforce specific performance, or seek other relief as may be provided by law, or both; or (2) terminate this contract and receive the earnest money as liquidated damages, thereby releasing the parties from this contract. (TAR- 1802)11 -5 -99 Initialed for Identification by Buyer //' �� - and Sellero_ t_ /�'ff�?,g °.�Y` 1 TAR, P.O. Box 2246, Ausfiih, TX 78768 -2246 Page 6 of 9 Produced with LpForm"' by Vertisoft Inc 18025 Fifteen Mile Road, Clinton Township, Michigan 48035, (800) 383 -8805 07250690.1WD Commercial Unimproved Contract Conceming the southeast corner of F.M. 1431 B. If, without fault, Seller is unable within the time allowed to deliver the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less the independent consideration paid for Buyer's right to terminate under Paragraph 7B(3), as the sole remedy; or (2) extend the time for performance up to 15 day - _ _ - _ • - _ _ _ - - - - - - ( a s l it t s a d 1 excgisiv, C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: a T_ T eE e (1) enforce specific performance, or seek such othor roliof ac may bo providod by law, or both; or (2) terminate this contract and receive the earnest money, less the independent consideration paid for Buyers right to terminate under Paragraph 7B(3), as liquidated damages, thereby releasing the parties from this contract. 16. ATTORNEYS FEES: If Buyer, Seller, any broker, or any escrow agent is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non - prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 16 survives closing. 17. ESCROW: A. At closing, the earnest money must be applied first to any cash down payment, then to Buyer's closing costs and any excess will be refunded to Buyer. B. If both parties make written demand for the earnest money, escrow agent may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of escrow agent from all parties. C. If one party makes written demand for the earnest money, escrow agent will give notice of the demand by providing to the other party a copy of the demand. If escrow agent does not receive written objection to the demand from the other party within 30 clays after the date escrow agent sent the demand to the other party, escrow agent may disburse the eamest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and escrow agent may pay the same to the creditors. D. Escrow agent will deduct the independent consideration paid for Buyers right to terminate under Paragraph 7B(3) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. E. If escrow agent complies with this Paragraph 17, each party hereby releases escrow agent from all claims related to the disbursal of the earnest money. F. Notices under this Paragraph 17 must be sent by certified mail, return receipt requested. Notices to escrow agent are effective upon receipt by escrow agent. 18. MATERIAL FACTS: A, To thc best of Sailor's knowledge and belief: (Chock (1) or (2) only.) ❑ (3 Seller is not aware of any material dofoctc to the Property cxcopt ac stated in tho attached Property Condition Statement. (TAR -1802) 11 -5 -99 ❑ (2) (a) any material physical defects to tho Property; (b} any ponding or threatened litigation, condomnation, or assessment affecting thc Property; (e? (44 whether tho Property is or has over been used for thc st rage or disposal of hazardous matorials or toxic waste, a ( (ft (.0 urea formaldehyde foam insulation, load bacod paint, or other {Doscribo any oxsoptions to (a) (g) in,Raragraph 11 or an addondum.) B. Each written lease Seller is to furnish to Buyer under this contract must be in full force and effect according to its terms without amendment or modification that is not disclosed to Buyer in writing. Seller must disclose, in writing, to Buyer if any of the following exist at the time Seller provides the leases to Buyer or subsequently occur before closing: (1) any modifications, amendments, or default by landlord or tenant under the leases; (2) any failure by Seller to comply with Seller's obligations under the leases; (3) any circumstances under the lease that entitle the tenant to terminate the lease or seek any offsets or damages; (4) any non - occupancy of the leased premises by a tenant; Initialed for Identification by Buye and Seller TAR, P.O. Box 2246, Au in, TX 78768 -2246 Produced with ZlpF9rrn' by Vertisoft Inc. 18025 Fifteen Mile Road, Clinton Township, Michigan 48035, (8001 3133-9805 mm &d1 Pa 7 of 9 0ge 7250690.00 Commercial Unimproved Contract Concerning the southeast corner of F.M. 1931 (5) any advance sums paid by a tenant under the lease; (6) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (7) any amounts payable under the leases that have been assigned or encumbered, except as security for foan(s) assumed or taken subject to under this contract. 19. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand - delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to: Buyer at the City of Round Rock Seller at See #11 Special Provisions 221 East Main Street Round Rock, TX 78664 Phone Phone Fax 512- 218 -7097 Fax 20. FEDERAL TAX REQUIREMENT: If Seller is a "foreign person" as defined by applicable law, or if Seller fails to deliver at closing an affidavit that Seller is not a foreign person, then Buyer will withhold from the sales proceeds at closing any amount sufficient to comply with applicable tax law and deliver the amount withheld to the Internal Revenue Service (IRS), together with appropriate tax forms. IRS regulations require Ring written reports if cash in excess of specified amounts is received in the transaction. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. B. This contract is to be construed in accordance with the laws of the State of Texas. C. This contract contains the entire agreement of the parties and may not be changed except by written agreement. D. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement, E. Buyer ❑ may ® may not assign this contract. _ -- F. Addenda which are part of this contract are: (Check all that apply.) (1) Property Description Exhibit identified in Paragraph 2; (2) Financing Addendum; (3) Commercial Property Condition Statement; (4) Notice to Purchaser of Real Property in a Water District; (5) Addendum for Coastal Area Property; (6) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway; and ( Exhibit "A" 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the next day which is not a Saturday, Sunday, or legal holiday. • 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the escrow agent receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or Flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. (TAR -1802) 11 -5 -99 ( �u 1 Initialed for Identification by Buyer�Jr�- and Seller,, l��'m� t - � i TAR, P.O. Box 2246, Austin, TX 78768 -2246 � Page 8 of 9 Produced wilh ZipFormTM by Vertisoft Inc. 18025 Fifteen Mlle Road, Clinton Township, Michigan 48035, (800) 383 -9805 07250690.UFD Commercial Unimproved Contract Concerning the southeast corner of F.M. 1431 C. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract. D. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. E. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra - territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. F. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Selection of inspectors and repairmen is the responsibility of Buyer and not the brokers. 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts by 5:00 p.m., in the time zone in which the Property is located on the offer will lapse and become null and void. This is a legally binding contract. READ IT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Buyer's Attorney Stephan L. Sheets Buyer the City of Round Rock Buyer (TAR -1802) 11 -5 -99 Sellers Attorney Seller See 911 Special Provisions Seller Listing Broker agrees to pay summit Commercial Industrial Prop. (Other Broker) a fee of $ or 3.000 % of the sales price when the Listing Broker's fee is received. Escrow agent is authorized and directed to pay Other Broker from Listing Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Summit r'ommercial Industrial Prop. Other Broker � , o � Y Sim Bole& %c[ R2 18 Chisholm Trail, Round Rock Other Broker's Address 512 244 - 0707 Phone AGREEMENT BETWEEN BROKERS License No. Listin1roker a.rton & McAllister 0403756 License No. g Bill Blo d Bill B1oSXd 201 Barton Sorinas Rd. Austin 78704 Listing Brokers Address 512 244 - 9519 512 - 472 - 2100 Fax Phone 512 - 472 - 2905 Fax 4_ A. the contract on this day Her: n^ rt-U 60. Escrow agent acknowledges receipt B. earnest money in the amount of $ u on this day in the form of oS /3 a Address: F,tS�atmer,�a _ P 6oa. Escrow Agent By: L l , ) h: {� ESCROW RECEIPT effective date); / /I �a�Z��}Il`lL/1t11�1i �G�J3' Phone Fax A plNy +i7 TAR, P.O. Box 2246, Austin, TX 78768 -2246 Page 9 of 9 Produced with ZipForreTM by Vehisofi Inc. 18025 Fifteen Mile Road, Clinton Township, Michigan 48035, (500) 383-9805 07250590 UFD OWNERS: ( ,46 Fe D. Mayf P. '7/0 Dick R. Mayfie /1.. I 1 A Cathryn _ ' Harris Marjori M. Sims 121 144. Marjo e M. Sims, Trustee of the Dick M. Mayfield Testamentary Trust 11.1 I I- 1- 1 ■••••• k1.1 • 1 r •I • •• 1• nAlt ..... : 11 r Vi ) A , rd • OA.. !/cC 13 1Z r., \,-5b 1PANASH . cr , -r- r9r.A5k, Lod ' rai-IE °141'. o 14 A ,„„... e.ocE 1.13511.34 ti` „ 3C c ASSOC,1•0•1 7 7 •• • 1.013 .,.... t -- -1■3; 73 'WI p4,1111E ,334 Ro 911Y "In, Mt' It. MA" 0 7 nPIT orr..n•t,. :10 or ono oN. g r • '7 el - Q ce 11.10_1.1),1111Yek OM- PRIMA, 17 ELM 1(1. lam: LcCAFED DIf .011. PflOPEPII l'OWAPOS 11/31' AN HI DATE: April 7, 2000 SUBJECT: City Council Meeting — April 13, 2000 ITEM: 10.D.3. Consider a resolution authorizing the Mayor to execute a Real Estate Contract with Fern D. Mayfield, Dick R. Mayfield, Cathryn M. Harris, Marjorie M. Sims, and Marjorie M. Sims, Trustee of the Dick M. Mayfield Testamentary Trust for the purchase of 245.23 acres of land located at the southeast corner of County Road 175 (Sam Bass Road) and Rill 1431. Staff Resource Person(s): Bob Bennett, City Manager and Sharon Prete, Parks and Recreation Director. ISSUED BY I,awyerslitleInsurance Crporation SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, LAWYERS TITLE INSURANCE CORPORATION, a Virginia corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Any statutory or constitutional mechanic's, contractor's, or materialmen's lien for labor or material having its inception on or before Date of Policy; 4. Lack of a right of access to and from the land; 5. Lack of good and indefeasible title. The Company also will pay the costs, attomeys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, LAWYERS TITLE INSURANCE CORPORATION has caused its corporate name and seal to be hereunto affixed by its duly authorized officers, the Policy to become valid when countersigned by an authorized officer or agent of the Company. Attest: dt Texas Owner's Policy T -1 (Rev. 1 -1 -93) Cover Page Form 117 8 ' N ...-7,1„... E ,. f oa M1t s/ ; 1S€ L , Secretary . 1925 ao: r¼ 47 ;,,s O EXCLUSIONS FROM COVERAGE ORIGINAL OWNER'S POLICY OF TITLE INSURANCE LAWYERS TITLE INSURANCE CORPORATION By: ? 0*/ President The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attomeys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above. except 10 the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking that has occurred poor to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known 10 the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the data the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or creased subsequent to Date of Policy; (e) resulting in loss or damage that would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of unmarketabillty of the title. 5. Any claim which arises out of the transaction vesting in the person named in paragraph 3 of Schedule A the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or other state or federal creditors' rights laws that is based on either (i) the transaction creating the estate or interest Insured by this Policy being deemed a fraudulent conveyance or fraudulent transfer or a voidable distribution or voidable dividend, (ii) the subordination or recharacterization of the estate or interest insured by this Policy as a result of the application of the doctrine of equitable subordination or (iii) the transaction creating the estate or interest insured by this Policy being deemed a preferential transfer except where the preferential transfer results from the failure of the Company or its issuing agent to timely file for record the instrument of transfer to the insured after delivery or the failure of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "insured': the insured named in Schedule A. and, subject to any rights or defenses the company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate, partnership or fiduciary successors, and specifically, without limitation, the following: (i) the successors in interest to a corporation resulting from merger or consolidation or the distribution of the assets of the corporation upon partial or complete liquidation; (ii) the partnership successors in interest to a general or limited partnership which dissolves but does not terminate; (iit) the successors in interest to a general or limited partnership resulting from the distribution of the assets of the general or limited partnership upon partial or complete liquidation; (iv) the successors in interest to a joint venture resulting from the distribution of the assets of the joint venture upon partial or complete liquidation; (v) the successor or substitute trustee(s) of a trustee named in a written trust instrument; or (vi) the successors in interest to a trustee or trust resulting from the distribution of all or part of the assets of the trust to the beneficiaries thereof. (b) 'insured claimant':, an insured claiming loss or damage. (c) 'knowledge" or "known': actual knowledge, not constructive knowledge or notice that may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (d) "land": the land described or referred to in Schedule A, and improvements affixed thereto that by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. )e) mortgage ": mortgage, deed of trust, trust deed, or other security instrument. (f) "public records ": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real properly to purchasers for value and without knowledge. With respect to Section 1 (a)(iv) of the Exclusions From Coverage, °public records" also shall include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) 'access ": legal right of access to the and and not the physical condition of access. The coverage provided as to access does not assure the adequacy of access for the use intended. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE. The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long, as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land, or (s) an indebtedness secured by a purchase money mortgage given to the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, or (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest that is adverse to the title to the estate or interest, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy. 0 prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. When, after the date of the policy, the insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in title to the estate or interest in the land insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect is valid and not barred by law or statute. The Company shall notify the insured in writing, within a reasonable time, of its determination as to the validity or invalidity of the insured's claim or charge under the policy. If the Company concludes That the lien, encumbrance, adverse claim or defect is not covered by this policy, or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the insured of the reasons for its determination. 11 the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or detect from the title to the estate as insured; (1) indemnify the insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefor, issue to the insured claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the land insured by this policy, a policy of title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the property or, it a mortgagee policy, the amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. CONDITIONS AND STIPULATIONS 4. DEFENSE AND PROSECUTION OF ACTIONS: DUTY OF INSURED CLAIMANT TO COOPERATE. (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company, al its own cost and without unreasonable delay, shall provide for the defense of an insured in litigation in which any Third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the insured 10 object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable f and will not pay the lees of any other Counsel. The company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured, or to prevent or reduce loss or damage to insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In all 'cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals herein, and permit the Company to use, at its option, the name of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured, If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation_ 5. PROOF OF LOSS OR DAMAGE. In addition to and alter the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be furnished to the Company within 91 days atter the insured shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy that constitutes the basis of loss or damage and shall slate, to the extent possible, the basis of calculating the amount of the loss or damage. 11 the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, it requested by any authorized representative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this paragraph shall terminate any liability of the Company under this policy as to That claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the amount of insurance under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or lender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, and the policy shall be surrendered to the Company lot cancellation. continued on next page of cover sheet 0211698 L 491 $* *1,840,500.00 5*10,973.00 1000 CASE NUMBER 2000 RR 211698 -T (215) /CU 1. Name of Insured: CITY OF ROUND ROCK 2. The estate or interest in the land that is covered by this policy is FEE SIMPLE 3. Title to the estate or interest in the land is insured as vested in CITY OF ROUND ROCK 4. The land referred to in this policy is described as follows: 245.4 ACRES, MORE OR LESS, OUT OF THE JOHN H. DILLARD SURVEY ABSTRACT NO. 179 AND THE WASHINGTON ANDERSON SURVEY, ABSTRACT NO. 15, WILLIAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED IN EXHIBIT "A" ATTACHED HERETO. Texas Owner's Policy T -1 (Rev. 1 -1 -93) Schedule A LAWYERS TITLE INSURANCE CORPORATION OWNER POLICY OF TITLE INSURANCE DATE OF AMOUNT OF POLICY NUMBER POLICY INSURANCE 10/ 4/2000 $* *1,840,500.00 0211698 SCHEDULE A AUSTIN TITLE COMPANY Countersigned B a 1 Authorized Counter Valid Only If Schedule B And Cover Page Are Attached na Mayfield 245.4 Acre Tract Page 1 of 5 EXHIBIT DESCRIPTION FOR A 245.4 ACRE TRACT OF LAND SITUATED IN THE WASHINGTON ANDERSON SURVEY, ABSTRACT NO. 15 AND THE JOHN DILLARD SURVEY, ABSTRACT NO. 179, IN WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED 245.24 ACRE TRACT AS DESCRIBED IN THAT DEED TO DICK M. MAYFIELD TESTAMENTARY TRUST AND RECORDED IN VOLUME 2120, PAGE 53 OF THE OFFICIAL RECORDS OF SAID COUNTY, SAID 245.4 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a %2" iron rod found for the southeasterly corner of said 245.24 Acre Tract, and for the northeasterly corner of Long Acres, a subdivision recorded in Cabinet I, Slide 156 of the Plat Records of said County and vacated by Document No. 9620746 of said Official Records, same being the common westerly corner of Lots 10 and 11, Block 2, of Brushy Creek North Subdivision, a subdivision recorded in Cabinet C, Slide 332 of said Plat Records, same being the southeasterly corner hereof; THENCE with the southerly line of said 245.24 Acre Tract, same being in part the northerly line of said Long Acres Subdivision and the northerly line of a 2.00 acre tract as described in that deed to Tracy Shelton and recorded in Document No. 9917324 of said Official Records, the following three (3) courses and distances: 1) S 69° 38' 54" W passing a '/2" iron rod found at a distance of 455.12, being 1.94 feet south of said southerly line, continuing pass a %2" iron rod found at a distance of 480.00 feet, being 1.90 feet south of said southerly line, in all for a total distance of 614.96 feet to a %2" iron rod found for an angle point hereof; 2) S 71° 23' 19" W passing a ' /2" iron rod found at a distance of 88.70 feet, being 1.25 feet south of said southerly line, in all for a total distance of 263.73 feet to a '/2" iron rod found for an angle point hereof; 3) S 71° 43' 20" W passing a %2" iron rod found for the northwesterly corner of said vacated Long Acres Subdivision, same being the northeasterly corner of said 2.00 Acre Tract at a distance of 131.50 feet, being 0.31 feet south of said southerly line, in all for a total distance of 333.86 feet to a %2" iron rod found for the Mayfield 245.4 Acre Tract Page 2 of 5 northwesterly corner of said 2.00 Acre Tract, same.being the northeasterly corner of a 10.393 acre tract as described in that deed to Carl Woehl and wife, Janet K. Woehl and recorded in Volume 665, Page 55 of the Deed Records of said County, same being the southeasterly of a 32.96 acre tract as described in that deed to Bruce Gessaman, and wife Carole D. Gessaman and recorded in Volume 2553, Page 222 of said Official Records, for an angle point hereof; THENCE with the southerly line of said 245.24 Acre Tract, same being the easterly, northerly, and westerly lines of said 32.96 Acre Tract, the following fourteen (14) courses and distances: 1) N 83° 09' 23" W for a distance of 20.23 feet to a ' /2" iron rod found for an angle point hereof; 2) N 07° 48' 12" E for a distance of 163.42 feet to a '/2" iron rod found for an angle point hereof; 3) N 21° 47' 43" W for a distance of 182.83 feet to a masonry nail found in concrete at a fence post for an angle point hereof; 4) N 57° 35' 42" W for a distance of 475.81 feet to a masonry nail found in concrete at a fence post for an angle point hereof; 5) S 11° 29' 23" W for a distance of 269.79 feet to a 12D nail found at a fence post for an angle point hereof; 6) S 50° 32' 39" E for a distance of 295.54 feet to a PK nail set in concrete at a fence post for an angle point hereof; 7) S 66° 53' 53" W for a distance of 823.94 feet to a PK nail set in fence post for an angle point hereof; 8) S 70° 51' 19" W for a distance of 83.32 feet to a %2" iron rod found for an angle point hereof; Mayfield 245.4 Acre Tract Page 3 of 5 9) S 76° 03' 19" W for a distance of 127.69 feet to a '/" iron rod found for an angle point hereof; 10) S 79° 19' 52" W for a distance of 1616.75 fact to sr '/," iron nod found lilt nn aim'. point hereof; 11) S 85° 41' 11" W for a distance of 112.64 feet to a 60D nail found at a fence point for an angle point hereof; 12) S 86° 19' 41" W for a distance of 83.89 feet to a '/z" iron rod found for an angle point hereof; 13) N 89° 44' 42" W for a distance of 324.34 feet to a %' iron rod found for the northwesterly corner of said 32.96 Acre Tract, for an angle point hereof; 14) S 00° 23' 08" W for a distance of 106.30 feet to a 1/2" iron rod found for the southwesterly corner of said 32.96 Acre Tract, same being on the northerly right -of- way line of Sam Bass Road, also known as County Road 175 (right -of -way width varies), for an angle point hereof; THENCE with the westerly line of said 245.24 Acre Tract, same being the northerly and easterly right -of -way line of said Sam Bass Road, the following four (4) courses and distances: 1) with the arc of a curve to the right, having a radius of 565.00 feet, passing a '' /z" iron rod found.which chord bears N 65 °19' 28" W for a distance of 477.77 feet, and continuing along said curve, with a central angle of 70° 00' 15 ", an arc length of 690.32 feet, and a chord which bears N 55° 20' 03" W for a total distance of 648.18 feet to a '/2" capped iron rod set for a point of tangency hereof; 2) N 20° 28' 55" W for a distance of 1125.16 feet to a ''/" iron rod found for an angle point hereof; 3) N 19° 54' 08" W for a distance of 319.02 feet to a /e" iron rod found for an angle point hereof; Mayfield 245.4 Acre Tract Page 4 of 5 4) N 15° 50' 19" W for a distance of 12.97 feet to a ' /z" iron rod found for the northwesterly comer of said 245.24 Acre Tract, same being on the southerly right -of- way line of R. M. 1431 (200 foot right -of -way width), for the northwesterly corner hereof; THENCE with the northerly line of said 245.24 Acre Tract, same being the said southerly right -of -way line R. M. 1431, the following five (5) courses and distances: 1) with the arc of a curve to the right, having a radius of 7539.44 feet, a central angle of 01° 23' 05 ", an arc length of 182.22 feet, and a chord which bears N 72° 07' 07" E for a distance of 182.21 feet to a type II concrete monument found for a point of tangency hereof; 2) N 72° 37' 58" E for a distance of 1132.38 feet to a type II concrete monument found for a point of curvature hereof; 3) with the are of a curve to the Left, having a radius of 11559.16 feet, a central angle of 01° 38' 28 ", an are length of 331.10 feet, and a chord which bears N 71° 52' 29" E for a distance of 331.09 feet to a type II concrete monument found for a point of tangency hereof; 4) N 71° 02' 52" E for a distance of 3252.08 feet to a type II concrete monument found for a point of curvature hereof; 5) with the arc of a curve to the left, having a radius of 11559.16 feet, a central angle of 00° 26' 48 ", an arc length of 90.11 feet, and a chord which bears N 72° 18' 39" E for a distance of 90.11 feet to a type II concrete monument found for the northeasterly corner of said 245.24 Acre Tract, same being the northwesterly comer of said Brushy Creek North Subdivision, for the northeasterly corner hereof; THENCE with the easterly line of said 245.24 Acre Tract, same being the westerly line of said Brushy Creek North Subdivision, the following four (4) courses and distances: 1) S 20° 09' 09" E for a distance of 223.27 feet to a'' /z" iron rod found for an angle point hereof; e 245.4 Acre Tract Page 5 of 5 2) S 19° 57' 37" E passing a ''/2" iron rod found for the common westerly corner of Lots 18 and 19, Block 14, of said Brushy Creek North Subdivision at a distance of 173.88 feet, in all for a total distance of 797.62 feet to a ''A" iron rod found for an angle point hereof; 3) S 20° 12' 52" E passing a ''/2" iron rod found for the common westerly comer of Lots 13 and 14, Block 14, of said Brushy Creek North Subdivision at a distance of 126.18 feet, in all for a total distance of 815.01 feet to a ''/2" iron rod found for an angle point hereof; 4) S 19° 20' 03" E passing a %2" iron rod found for the common westerly corner of Lots 7 and 8, Block 14, of said Brushy Creek Subdivision at a distance 207.24 feet, continuing pass a '/2 iron rod found for the southwesterly corner of said Lot 7, same being the northerly right -of -way line of Quail Run (50 foot right -of -way width) at a distance of 351.76 feet, being 0.46 feet west of line, in all for a total distance of 557.76 feet to the POINT OF BEGINNING hereof and containing 245.4 acres of land. Surveyed under the direct supervision of the undersigned: Fi rence A. Hunt egstered Professional Land Surveyo BAKER - AICKLEN & ASSOCIATE 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244 -9620 Job No.: 601. 770 -20 8� Da ed / File Name: W:\ PROJECTS \CORR\MAYFIELD\DOC\Mayfield.doc CASE NUMBER LAWYERS TITLE INSURANCE CORPORATION 2000 RR 211698 -T (215) /CU OWNER POLICY OF TITLE INSURANCE SCHEDULE B RIGHTS OF PARTIES IN POSSESSION. DATE OF POLICY 10/ 4/2000 POLICY NUMBER 0211698 This policy does not insure against loss or damage and the Company will not pay costs, attorney's fees or expenses) that arise by reason of the terms and conditions of the leases or easements insured, if any, shown in Schedule A and the following matters: 1. The following restrictive covenants of record itemized below (the Company must either insert specific recording data or delete this exception): VOLUME 1074, PAGE 143, OFFICIAL PUBLIC RECORDS, WILLIAMSON COUNTY, TEXAS. BUT OMITTING ANY COVENANT OR RESTRICTION EASED ON RACE, COLOR, RELIGION, SEX, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN. 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 insured. 4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, government 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 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 area extending from the line of mean low tide to the line of vegetation, or the right of access to that area or easement along and across that area. 5. Standby fees, taxes and assessments by any taxing authority for the year 2000 , and subsequent years; and subsequent taxes and assessments 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 exemption granted to a previous owner of the property under Section 11.13, TEXAS TAX CODE, or because of improvements not assessed for a previous tax year. 6. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception.): 7. THIS PROPERTY IS LOCATED WITHIN BRUSHY CREEK WATER CONTROL AND IMPROVEMENT DISTRICT #1 AND 2S SUBJECT TO ALL RIGHTS UNDER THE LAW ACCORDED TO SUCH A DISTRICT. 8. AN EASEMENT DATED APRIL 16, 1959, GRANTED TO BRUSHY CREEK WATER CONTROL AND IMPROVEMENT DISTRICT NO. 1 BY DICK MAYFIELD AND FERN MAYFIELD, RECORDED IN VOLUME 430, PAGE 650, DEED RECORDS, WILLIAMSON COUNTY, TEXAS. (EASEMENT FOR SPILLWAY AND /OR FLOOD WATER RETARDATION, TOGETHER WITH ALL RIGHTS ( CONT. ON SCH. B, PAGE 2 ) Texas Owner's Policy T -1 (Rev. 1 -1 -93) Valid Only If Schedule A Schedule B 'And Cover Page Are Attached CASE NUMBER 2000 RR 211698 -T (215) /CU RECITED THEREIN) LAWYERS TITLE INSURANCE CORPORATION OWNER POLICY OF TITLE INSURANCE SCHEDULE B DATE OF POLICY 9. SURVEY DATED AUGUST 30, 2000, PREPARED BY BAKER - AICKLEN AND ASSOCIATES, INC., LAWRENCE A. HUNT, REGISTERED PROFESSIONAL LAND SURVEYOR NO. 4328, SHOWS THE FOLLOWING MATTERS, THE EXISTENCE OF WHICH ARE NOT INSURED BY THIS POLICY: A. FENCES OFF SOUTH, WEST AND NORTH PROPERTY LINES B. OVERHEAD TELEPHONE LINE, ALONG NORTH PROPERTY LINE C. OVERHEAD ELECTRIC LINES) ALONG EAST AND PORTION OF SOUTH PROPERTY LINE D. BILLBOARD SIGNS REAR NORTH PROPERTY LINE POLICY NUMBER 10/ 4/2000 0211698 Texas Owner's Policy T -1 (Rev. 1 -1 -93) .Valid Only If Schedule A Schedule B And Cover Page Are Attached (b) To Pay or Otherwise Settle With Parties Other than the insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' lees and expenses incurred by the insured claimant, which were authorized by the Company up 10 the lime of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs (b)(i) or (ii), the Company's obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation_ 7. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy shall not exceed the least o1: (i) the Amount of Insurance stated in Schedule A; (ii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, hen or encumbrance insured against by this policy at the date the insured claimant is required to furnish to Company a proof of loss or damage in accordance with Section 5 of these Conditions and Stipulations. (b) In the event the Amount of Insurance stated in Schedule A at the Date of Policy is less than 80 percent of the value of the insured estate or interest or the full consideration paid for the land, whichever is less, or if subsequent to the Date of Policy an improvement is erected on the land which increases Inc value of the insured estate or interest by at least 20 percent over the Amount of Insurance stated in Schedule A, then this Policy is subject to the following: (i) where no subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that the amount of insurance at Date of Policy bears to the total value of the insured estate or interest at Date of Policy; or (ii) where a subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance staled in Schedule A bears to the sum of the Amount of Insurance stated in Schedule A and the amount expended for the improvement. The provisions of 'this paragraph shall not apply to costs, attorneys' fees and expenses for which the Company is liable under this policy, and shall only apply to that portion of any loss which exceeds, in the aggregate, 10 percent of the Amount of Insurance stated in Schedule A. (c) The Company will pay only those costs, attorneys' lees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. 8. APPORTIONMENT. If the land described in Schedule A consists of two or more parcels that are not being used as a single site, and a loss is established affecting one or more of the parcels but not all, the loss shall be computed and settled on a pro rata basis as if the aunt of insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive of any improvements made subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the insured at the time of the issuance of this policy and shown by an express statement or by an endorsement attached to this policy. 9. LIMITATION OF LIABILITY. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, all as insured, or takes action in accordance with Section 3 or Section 6, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any lass or damage caused thereby. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE: REDUCTION OR TERMINATION OF LIABILITY. All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the amount of the insurance pro lento. 11. LIABILITY NONCUMULATIVE. It is expressly understood that the amount of insurance under this policy shall be reduced by any amount Me Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner. B 1178.22 CONDITIONS AND STIPULATIONS — CONTINUED 12. PAYMENT OF LOSS. (a) No payment shall be made without producing this policy for endorsement of the payment unless the policy has been last or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT. (a) The Company's Right of Subrogation, Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies that the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transler to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. It a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to these rights and remedies in the proportion that the Company's payment bears to the whole amount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against by this policy that shall exceed the amount, if any, lost 10 the Company by reason of the impairment by the insured claimant of the Company's right of subrogation. (b) The Company's Rights Against Non - Insured Obligors. The Company's right of subrogation against non - insured obligors shall exist and shall include, without limitation, Inc rights of the insured to indemnifies, guaranties, other policies of insurance or bands, notwithstanding any terms or conditions contained in those instruments that provide for subrogation rights by reason of this policy. 14. ARBITRATION. Unless prohibited by applicable law or unless this arbitration section is deleted by specific provision in Schedule B of this policy, either the company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules or the American Arbitration Association. 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 of the Company in connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less SHALL BE arbitrated at the request of either the Company or the Insured, unless the insured is an individual person (as distinguished from r corporation, trust, partnership, association or other legal entity). All arbitrable matters when the Amount of Insurance is in excess of 51,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only it the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15. LIABILITY LIMITED TO THIS POLICY: POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, it any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (5) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a waling endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 16. SEVERABILITY. In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision, and all other provisions shall remain in full force and effect. 17. NOTICES, WHERE SENT. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to: Consumer Affairs Department, P.O. Box 27567, Richmond, Virginia 23261 -7567. COMPLAINT NOTICE. Should any dispute arise about your premium or about a claim that you have tiled, contact the agent or write 10 the Company that issued the policy. If the problem is not resolved, you also may write the Texas Department of Insurance, P.O. Box 149091, Austin, TX 78714-9091, Fax No. (512) 475 -1771. This notice of complaint procedure is for Information only and does not become a part or condition of this policy. CONTROL NUMBER On-0010012 Jtuyers]JtIe Insurance Crp TEXAS OWNER POLICY OF TITLE INSURANCE ISSUED By Lauryerslitle jnstuance etrporarion HOME OFFICE: 101 Gateway Centre Parkway, Gateway One Richmond, Virginia 23235 -5153 A WORD OF THANKS As we make your policy a part of our permanent records, we want to express our appreciation of this evidence of your faith in Lawyers Title Insurance Corporation. There is no recurring premium. This policy provides valuable title protection and we suggest you keep it in a safe place where it will be readily available for future reference. If you have any questions about the protection provided by this policy, contact the office that issued your policy or you may write to: Consumer Affairs Department awyers itle Insurance Crporation 7557 Rambler Road, Suite 1200 Dallas, Texas 75231 TOLL FREE NUMBER: 1- 800 - 442 -7067