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R-00-08-28-3A5 - 8/28/2000RESOLUTION NO. R- 00- 08- 28 -3A5 WHEREAS, in order to prepare for the construction of the westbound SH 45 frontage road project, it is necessary to obtain the right to possession and use of certain property belonging to La Frontera Multi- Family Partners, Ltd., and WHEREAS, a Possession and Use Agreement for Transportation Purposes ( "Agreement ") has been prepared which will grant to the City the necessary rights, and WHEREAS, the City Council wishes to approve said Agreement, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Possession and Use Agreement for Transportation Purposes with La Frontera Multi- Family Partners, Ltd., to grant to the City the necessary rights for the construction of the westbound SH 45 frontage road project, a copy of said agreement 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 %:\ WPOOCS \RESOLUTI \R00828A5.WPO /ec 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. RESOLVED this 28th day of August, 2000. ATTEST: JOANNE LAND, City Secretary 2 RO= RT A. STLUKA, J ., Mayor City of Round Rock, Texas POSSESSION AND USE AGREEMENT FOR TRANSPORTATION PURPOSES STATE OF TEXAS COUNTY OF WILLIAMSON § This Possession and Use Agreement (Agreement, ") effective the o7g day of August, 2000 between the City of Round Rock, Texas, a home rule municipal corporation (the "City "), and LA FRONTERA MULTI - FAMILY PARTNERS, LTD. a Texas limited partnership (the "Grantor "), grants an irrevocable right to possession and use to the City, its contractors, agents, assigns and all others deemed necessary by the City for the purpose of constructing a portion of State Highway No. 45. The property involved is described more fully in field notes and plat map (attached as Exhibit G) and made a part of this Agreement by reference (the "Property "). 1. For the consideration paid by the City which is set forth in Paragraph 2. below, the receipt and sufficiency of which is acknowledged, Grantor grants, bargains, sells and conveys to the City exclusive possession and use of the Property for the purpose of constructing a highway or turnpike project and appurtenances thereto and the right to remove any improvements. This Agreement will extend to the City, its contractors, assigns and/or owners of any existing utilities on the Property and those which may be lawfully permitted on the Property by the City in the future. This grant will allow the construction, relocation, replacement, repair, improvement, operation and maintenance of these utilities on the Property. The City agrees that such work must be performed in a good, workmanlike and safe manner and in accordance with all laws, codes, statutes, rules, regulations and ordinances. The City will not allow any mechanics or materialmen liens (or any other liens arising out of the City's possession of the Property) to attach to the Property. Finally, the City will (i) maintain the Property in good order and repair and will not allow waste on the Property and (ii) will not allow hazardous substances or waste to be stored or used on the Property except in de minimis and customary amounts in strict accordance with all laws, statutes, rules, regulations, codes and ordinances. 2. In full consideration for this irrevocable grant of possession and use, the City will tender to the Grantor the sum of One Hundred Dollars ($100.00). The Grantor agrees that this sum represents adequate and full compensation for the possession and use of the Property. The City will be entitled to take possession and use of the Property upon tender of payment. 3. This Agreement is made with the understanding that the Parties hereto are simultaneously entering into a Real Estate Contract whereby the City agrees to purchase and the Grantor agrees to sell the Property for an agreed upon purchase price. Under the terms of said Real Estate Contract, the closing date may occur as late as December 1, 2000, but it is in the interests of the Parties hereto for construction of SH 45 to commence as soon as possible, which this Agreement will allow. Grantor warrants and represents that the title to the Property will be conveyed free and clear of all liens and encumbrances and that proper releases will be executed for the Property prior to funds being disbursed under said Real C: \NFOOCS \aCITV \SH a5 \LaFr nt era\ LarronteraMulti- Pamily \P- final. d /P1e Estate Contract. Grantor further warrants that no other person or entity owns an interest in the fee title to the Property. The Grantor further agrees to indemnify the City from all unreleased or undisclosed liens, claims or encumbrances affecting the Property. 4. If the City acquires additional real property from the Grantor or the Grantor's affiliates as part of the same transportation project for which the Property is being acquired, such acquisition of additional property shall not be deemed a second taking. Accordingly, Grantor or Grantor's affiliates shall be entitled to the fair market value of said additional property, but shall not be entitled to any increase in property value to the additional property resulting solely from the influence of the transportation project on the value of the additional property. 5. The purpose of this Agreement is to allow the City to proceed with its construction project without delay. 6. Grantor reserves all of the oil, gas and sulphur in and under the land herein conveyed but waive all right of ingress and egress to the surface for the purpose of exploring, developing, mining or drilling. Nothing in this reservation will affect the title and rights of the City to take and use all other minerals and materials thereon, and thereunder. The extraction of oil, gas and minerals may not affect the geological stability of the surface. 7. The undersigned Grantor agrees to pay all taxes, including prorated taxes for the current year, and special assessments due at the time the City takes possession of the Property. 8. This Agreement will also extend to and bind the heirs, devisees, executors, administrators, legal, representatives, successors and assigns of the parties. 9. It is agreed the City will record this document. 10. It is agreed that Grantor may elect to terminate this Agreement if the City is in default of its obligations to Purchase the Property under the terms of Real Estate Contract described in paragraph 3 above. 11. It is agreed that the City may assign this Agreement to the State of Texas, acting by and through the Texas Turnpike Authority Division of the Texas Department of Transportation. To have and to hold the Agreement herein described and conveyed, together with all the rights and appurtenances belonging to the City and its assigns forever, for the purposes and subject to the limitations set forth above. In witness whereof, this instrument is executed on this the ag day of August, 2000. 2 State of Texas County of Williamson CHRISTINE R. MARTINEZ MY COMMISSION EXPIRES August 5, 2501 Grantor: LA FRONTERA MULTI- FAMILY PARTNERS, LTD. By: LF -GP, Inc. By: Ma Date: Aoo Accepted and agreed to by the City this the day of August, 2000. Cit .4 By: . ' Ro Stluka, its Mayor Acknowledgments d Rock, Tex This instrument was acknowledged before me on ° gr 7 , 2000 by Martin J. Fein, President, President of LF -GP, Inc., General Partner of La Frontera Multi- Family Partners, Ltd. A . (signature) /yl4R / ff ®a To A/ (typed name) Notary Public in and for the State of Texas My commission expires S�aL / ,200/ State of Texas County of Williamson q This instrument was acknowledged before me on August al, 2000 by Robert A. Stluka, Mayor of the City of Round Rock, Texas. (typed name Notary Public in and for the State of Texas My commission expires , 200_ 3 County: Williamson Highway: State Highway 45 Limits: From West of US 183 to FM 685 CSJ: EXHIBIT gPage I of? Pages Property Description for Parcel 79 EXHIBIT G Being all that certain 0.013 of one acre (566 square feet) tract of land situated in the Jacob M. Harrell Survey A -284, Williamson County, Texas, and being out of a called 227.8382 acre tract conveyed to 35/45 INVESTORS, L.P., recorded in Document No. 9848753 of the Official Records of Williamson County, Texas (O.R.W.C.T.) and being out of Lot 1, Block J of the La Frontera Section IV Subdivision, recorded in Cabinet S, Slides 66 through 68 of the Williamson County Plat Records (W.C.P.R.). Said 0.013 of one acre tract being more particularly described by metes and bounds as follows with all bearings and coordinates based on the Texas State Plane Coordinate System, NAD 83, Central Zone and adjusted to surface using a surface adjustment factor of 1.00012: BEGINNING at a 'z -inch iron rod with Texas Department of Transportation (TxDOT) aluminum cap (X= 3,130,976.99, Y= 10,149,013.39) set at 181.88 feet right of and perpendicular to State Highway 45 (SH 45) Baseline Station 517 +66.30, being in the proposed southerly right - of -way line of said SH 45, and being in the northerly line of said Lot 1; 1. THENCE, North 77 °45'55" East (N 80 °14'52" E), along the northerly line of said Lot 1, a distance of 35.00 feet to a' /z -inch iron rod with TxDOT aluminum cap set for the beginning of a non - tangent cut -back curve to the right; 2. THENCE, an arc distance of 27.92 feet continuing along the northerly line of said Lot 1 and along said curve to the right, with a Radius of 15.00 feet, a Delta Angle of 106 °39'23 ", a Chord Bearing and Distance of South 48 °54'24" East, 24.06 feet (L= 27.92', R= 15.00', Delta= 106 °39'24 ", CH =South 46 °25'26" East, 24.06') to a Y2-inch iron rod with TxDOT aluminum cap set for a point of compound curvature in the westerly right -of -way line of La Frontera Boulevard (100 foot wide) as dedicated per plat of La Fontera Section IIIB Subdivision recorded in Cabinet S, Slides 69 through 76 ( W.C.P.R.) and being in the easterly line of said Lot 1; 3. THENCE, an arc distance of 34.38 feet along the easterly line of said Lot 1, the westerly right -of -way line of said La Frontera Boulevard and said curve to the right, with a Radius of 1,450.00 feet, a Delta Angle of 01 °21'31 ", a Chord Bearing and Distance of South 05 °06'03" West, 34.38 feet to a Y2-inch iron rod with TxDOT aluminum cap set at 234.10 feet right of and perpendicular to SH 45 Baseline Station 518 +05.28 and being in the proposed southerly right -of -way line of said SH 45 and being the beginning of a curve to left; Z:W 17658 \PARCELS\FINALS\M &B's\PAR79.doc Ja'Dean Canine Registered Professional Land Surveyor Texas Registration Number 4345 SURVCON INC. 5316 Highway 290, Suite 480 Austin, Texas 78735 (512) 899-8282 April 17, 2000 EXHIBIT Page 2 of — Pages 4. THENCE, an arc distance of 76.17 feet, crossing said Lot 1 and along the proposed southerly right -of -way line of SH 45 and along said curve to the left, with a Radius of 40.00 feet, a Delta Angle of 109 °06'06 ", a Chord Bearing and Distance of North 49 °07'55" West, 65.17 feet to the POINT OF BEGINNING and containing a computed area of 0.013 of one acre (566 square feet) of land, more or less. This Metes and Bounds description is accompanied by a separate plat. Calls in parenthesis denote record information. The proposed baseline information recited herein is based on a design schematic drawing provided by Turner Collie and Braden, Inc. 7_ 00 Z:W 17658 \PARCELS\FINALS\M &B's1PAR79.doc CURVE DELTA RADIUS CHORD DIRECTION CH0R0 LENGTH ARC LENGTH C1 1 106.39'23' 1 1 15.00' 1 1 540.54'24'EI 1 24.06' 1 1 27.92' 1 C2 01 1.450.00' 505 34.36' 34.30' 03 179 40.00' N49 65.17' 76.11' W1-I0L E PROPERTY INSET NOT TO SCALE PARCEL 79 PROPOSED R.O.W. 5.0. 45 S71 35/45 227, 8342 ACRES: P. - 7)06.+19848753 517+00 LOT 1. BLOCK J 11.751 ACRES LA FRDNTERA SECTION IV CABINET S. SLIDES 66 -68 NOTES: 1. BEARINGS AND COORDINATES ARE BASED ON THE TEXAS STATE PLANE COORDINATE SYSTEM. NAD 03. CENTRAL ZONE AND ADJUSTED TO SURFACE USING AN AOJUSTIENT FACTOR OF 1.00012. 2. THIS 5uRVEY WAS PERFORMED WITHOUT THE BENEFIT OF A COMMITMENT FOR TITLE INSURANCE AND MAY NOT INCLUDE EASELENTS AND INFORMATION PERTAINING TO THIS TRACT. RECORD INFORMATION 500014 ON THIS PLAT 15 BASED ON PUBLIC INFORMATION- THE S000010I HAS NOT ABSTRACTED THIS TRACT. 3. 0.0.0.6.1. INDICATES OFFICIAL RECORDS OF WILLIAM50N COUNTY. TEXAS 4. 0.0.0.0. INDICATES WILLIAMSOI COUNTY DEED RECORDS 5. W.C.P.R. INDICATES WILLIAM50N COUNTY PLAT RECORDS 6. THIS PLAT I5 ACCOLPANIE0 BY • SEPARATE METES AND BOUNDS DESCRIPTION. T. THE PROPOSED BASELINE SH01M HEN 5 KR A DESIGN TIC FILE PR0vIDE' - 1 0.1(0 AND BRA0EN. INC. H -e.„ 00TEI -17 -00 JAW AN CANINE REGISTERED PROFESSIONAL LANG SURVEYOR TEXAS REGISTRATION NO- 4345 JACOB M. HARRELL SURVEY. A -284 it 5.H. 45 P.0.0. PARCEL 79 X= 3.130.576.90 • 0.149.013.39 B STA. 517.66.30 161.00' RT. PROPOSED R.D.W. S.W. 45 SUI LEGEND III • FOUND TX00T BRASS DISK IN CONCRETE ❑ - 5E1 TXOOT BRASS 0(5K IN CONCRETE C) • SET '. IRON R00 8,70001 ALUM. CAP FIX • FOUND , F . IRON ROD UNLESS OTHERWISE NOTED ® • FOH10 4' W 4' CONCRETE MONUMENT Q - CALCIEAIEO POINT 01 PROPERTY LINE c t = BASELINE I51 • UTILITY POLE N77•36'07'E LA FRDNTERA SECTION IV 0.002 CAB NET 5. SL DEDICATION IDES 66 68 5.H.45 PARCEL PLAT FOR PARCEL 79 COUNTY: WILLTAMSON GRANTOR:35 /45 INVESTORS. L.P. I I ACREAGE SUMMARY 150.01.1 4 01901E 511.07 PROPERTY ACOUIRED 566 SCALE: 1 = 50' DATE: APRIL 2000 DRAWN BY: JKB CHECKED BY: WJM SURVCON INC. PROFESSIONAL SURVEYORS 5316 HWY. 290 WEST. SUITE 480 AUSTIN. TEXAS 78701 TELEPHONE (5121 899 - 8282. FAX (512) 899 -939( EMAIL: oustinesurvcon.com JOB u: 417 -658 F.B. u: SH 45 CAD FILE: vcr79 DATE: August 25, 2000 SUBJECT: City Council Meeting — August 28, 2000 ITEM: 3.A.5. Consider a resolution authorizing the Mayor to execute a Possession and Use Agreement for Transportation Purposes with La Frontera Multi - Family Partners, Ltd. regarding the SH -45 right -of -way. Staff Resource Person: Jim Nuse, Public Works Director. AUSTIN TITLE COMPANY February 14, 2001 CITY OF ROUND ROCK 221 E. MAIN ROUND ROCK, TEXAS 78664 Re: Our File Number: 00 RR 211502 -E Closer: Susan Patterson Dear Policyholder(s): In connection with the above captioned transaction, we enclose herewith LAWYERS TITLE INSURANCE CORPORATION Owner's Title Policy, along with the original recorded Special Warranty Deed and Notice to Purchasers. 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 ISSUED BV Lawyers' tleInsuranceCrporation 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 staled 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, attorneys' 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 seat 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: d 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 buiding 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 pan; 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 prior to Dale 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 10 the Company, not recorded in the public records at Dale of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; (e) resulting in loss or damage that would not have been sustained it 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 unmarketability 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 (111) 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. Texas Owner's Policy T -1 (Rev. 1.1 -93) Cover Page Form 1178 -22 tNSUR Hq ti 4�..... ��E�r (ViSEALII By: Secretary S � `i, 1925 re's '1 rt1* 0 "`' EXCLUSIONS FROM COVERAGE ORIGINAL OWNER'S POLICY OF TITLE INSURANCE LAWYERS TITLE INSURANCE CORPORATION President 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; (iii) 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(,) 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. (1) "public records': records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property N 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 Slates district court for the district in which the land is located. (g) "access': legal right of access to the land 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 Me insured of either (i) an estate or interest in the land, or (II) 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 10 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. If 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. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (r) institute the necessary proceedings to clear the lien, encumbrance. adverse claim or defect from the title to the estate as insured; (ii) indemnify the insured as provided in this policy; (1i) 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 1410 insurance without exception for 1110 lien. encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the properly or, if 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 detect; (0) 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, at 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 detect, 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 to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The company will not pay any fees, costs or expenses incurred by the insured in the defense of Nose 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 10 establish the title to the estate or interest, as insured, or to prevent or reduce lass 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 'm 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 re onable aid (1) I n 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 after 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 after 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 state, to the extent possible, the basis of calculating the amount of the loss or damage- II 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, 01 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 alter Date of Policy, which reasonably pertain to the loss or damage. Further, if 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' lees and expenses incurred by the insured claimant, which were authorized by the Company, up 10 the time of payment or tender 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 for cancellation. continued on next page of cover sheet 0211502 L 491 $ * * * ** *4,205.38 S * ** *270.00 1000 CASE NUMBER 2000 RR 211502 -E (215) /cu LAWYERS TITLE INSURANCE CORPORATION OWNER POLICY OF TITLE INSURANCE DATE OF AMOUNT OF POLICY INSURANCE 1/18/2001 2:45PM $ * * * ** *4,205.38 SCHEDULE A POLICY NUMBER 0211502 1. Name of Insured: CITY OF ROUND ROCK, A TEXAS HOME RULE CITY 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, A TEXAS HOME RULE CITY 4. The land referred to in this policy is described as follows: 0.013 ACRES, MORE OR LESS, OUT OF THE JACOB M. HARRELL SURVEY A -284, WILLIAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED IN EXHIBIT "A" ATTACHED HERETO. AUSTIN TITLE COMPANY Countersigned By' CLAA.A■ Q Authorized Countersignature Texas Owner's Policy T -1 (Rev. 1 -1 -93) Valid Only If Schedule B Schedule A And Cover Page Are Attached County: Williamson Highway: State Highway 45 Limits: From West of US 183 to FM 685 CSJ: EXHIBIT A Page I of? Pages Property Description for Parcel 79 Being all that certain 0.013 of one acre (566 square feet) tract of land situated in the Jacob M. Harrell Survey A -284, Williamson County, Texas, and being out of a called 227.8382 acre tract conveyed to 35/45 INVESTORS, L.P., recorded in Document No. 9848753 of the Official Records of Williamson County, Texas (O.R.W.C.T.) and being out of Lot 1, Block J of the La Frontera Section IV Subdivision, recorded in Cabinet S, Slides 66 through 68 of the Williamson County Plat Records ( W.C.P.R.). Said 0.013 of one acre tract being more particularly described by metes and bounds as follows with all bearings and coordinates based on the Texas State Plane Coordinate System, NAD 83, Central Zone and adjusted to surface using a surface adjustment factor of 1.00012: BEGINNING at a 1/2-inch iron rod with Texas Department of Transportation (TxDOT) aluminum cap (X= 3,130,976.99, Y= 10,149,013.39) set at 181.88 feet right of and perpendicular to State Highway 45 (SH 45) Baseline Station 517 +66.30, being in the proposed southerly right - of -way line of said SH 45, and being in the northerly line of said Lot 1; 1. THENCE, North 77 °45'55" East (N 80 °14'52" E), along the northerly line of said Lot 1, a distance of 35.00 feet to a '/: -inch iron rod with TxDOT aluminum cap set for the beginning of a non - tangent cut -back curve to the right; 2. THENCE, an arc distance of 27.92 feet continuing along the northerly line of said Lot 1 and along said curve to the right, with a Radius of 15.00 feet, a Delta Angle of 106 °3923 ", a Chord Bearing and Distance of South 48 °54'24" East, 24.06 feet (L= 27.92', R= 15.00', Delta= 106 °39'24 ", CH =South 46°25'26" East, 24.06') to a ' /cinch iron rod with TxDOT aluminum cap set for a point of compound curvature in the westerly right -of -way line of La Frontera Boulevard (100 foot wide) as dedicated per plat of La Fontera Section IIIB Subdivision recorded in Cabinet S, Slides 69 through 76 (W.C.P.R.) and being in the easterly line of said Lot 1; 3. THENCE, an arc distance of 34.38 feet along the easterly line of said Lot 1, the westerly right -of -way line of said La Frontera Boulevard and said curve to the right, with a Radius of 1,450.00 feet, a Delta Angle of 01 °21'31 ", a Chord Bearing and Distance of South 05 °06'03" West, 34.38 feet to a 1/2-inch iron rod with TxDOT aluminum cap set at 234.10 feet right of and perpendicular to SH 45 Baseline Station 518 +05.28 and being in the proposed southerly right -of -way line of said SH 45 and being the beginning of a curve to left; Z: \417658\ PARCELS \FiNALS\M &B's \PA R79.doc Ja Dean Canine Registered Professional Land Surveyor Texas Registration Number 4345 SURVCON INC. 5316 Highway 290, Suite 480 Austin, Texas 78735 (512) 899-8282 April 17, 2000 EXHIBITgPage 2 or?- Pages 4. THENCE, an arc distance of 76.17 feet, crossing said Lot 1 and along the proposed southerly right -of -way line of SH 45 and along said curve to the left, with a Radius of 40.00 feet, a Delta Angle of 109 °0606 ", a Chord Bearing and Distance of North 49 °07'55" West, 65.17 feet to the POINT OF BEGINNING and containing a computed area of 0.013 of one acre (566 square feet) of land, more or less. This Metes and Bounds description is accompanied by a separate plat. Calls in parenthesis denote record information. The proposed baseline information recited herein is based on a design schematic drawing provided by Turner Collie and Braden, Inc. 5'IY "1E yl ¢'- OFFICIAL PUBLIC RECORDS 01 - -18 -20011 02 :45 PM 2001004124 ANDERSON $19.00 NANCY E. RISTER .COUNTY CLERK WILLIAMSON COUNTY, TEXAS 7 CASE NUMBER LAWYERS TITLE INSURANCE CORPORATION 2000 RR 211502 -E (215)/cu OWNER POLICY OF TITLE INSURANCE SCHEDULE B DATE OF POLICY ( CONT. ON SCH. H, PAGE 2 ) POLICY NUMBER 1/18/2001 0211502 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): DOCUMENT #9923405, OFFICIAL RECORDS, DOCUMENT #2000005167, OFFICIAL PUBLIC RECORDS, WILLIAMSON COUNTY, TEXAS. BUT OMITTING ANY COVENANT OR RESTRICTION BASED 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 bther 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 200Q , 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.): RIGHTS OF TENANTS IN POSSESSION AS TENANTS ONLY UNDER ANY AND ALL UNRECORDED LEASE AND /OR RENTAL AGREEMENTS, INCLUDING BUT NOT LIMITED TO UNRECORDED LEASE AGREEMENTS AS EVIDENCED IN INSTRUMENTS RECORDED AS DOCUMENT #9848753 AND DOCUMENT #9848755, OFFICIAL RECORDS, WILLIAMSON COUNTY, TEXAS. THIS PROPERTY IS LOCATED WITHIN BRUSHY CREEK WATER CONTROL AND IMPROVEMENT DISTRICT #1 AND IS SUBJECT TO ALL RIGHTS UNDER THE LAW ACCORDED TO SUCH A DISTRICT. Texas Owner's Policy T -1 (Rev. 1 -1 -93) Valid Only If Schedule A Schedule E And Cover Page Are Attached CASE NUMBER LAWYERS TITLE INSURANCE CORPORATION 2000 RR 211502 -E (215) /cu OWNER POLICY OF TITLE INSURANCE SCHEDULE B DATE OF POLICY 1/18/2001 POLICY NUMBER 0211502 8. ANY VISIBLE AND /OR APPARENT ROADWAY OR EASEMENT OVER OR ACROSS THE SUBJECT PROPERTY, THE EXISTENCE OF WHICH DOES NOT APPEAR OF RECORD. 9. ORDINANCE ADOPTING THE LA FRONTERA WEST PUD N0. 39, RECORDED AS DOCUMENT #9923405, OFFICIAL RECORDS, WILLIAMSON COUNTY, TEXAS. 10. AN EASEMENT DATED JULY 31, 1936, GRANTED TO TEXAS POWER & LIGHT COMPANY BY MRS. C.A. ANDERSON, RECORDED IN VOLUME 282, PAGE 368, DEED RECORDS, WILLIAMSON COUNTY, TEXAS. (EASEMENT FOR ELECTRIC TRANSMISSION AND /OR DISTRIBUTION LINE, TOGETHER WITH ALL RIGHTS RECITED THEREIN) 11. AN EASEMENT DATED AUGUST 4, 1936, GRANTED TO TEXAS POWER & LIGHT COMPANY BY ERNEST A. ANDERSON AND WIFE, MRS. NANCY ANDERSON, RECORDED IN VOLUME 282, PAGE 374, DEED RECORDS, WILLIAMSON COUNTY, TEXAS. (EASEMENT FOR ELECTRIC TRANSMISSION AND /OR DISTRIBUTION LINE, TOGETHER WITH ALL RIGHTS RECITED THEREIN) 12. AN EASEMENT DATED SEPTEMBER 18, 1939, GRANTED TO TEXAS POWER & LIGHT COMPANY BY ERNEST R. ANDERSON AND WIFE, MRS. NANCY ANDERSON, RECORDED IN VOLUME 300, PAGE 403, DEED RECORDS, WILLIAMSON COUNTY, TEXAS. (EASEMENT FOR ELECTRIC TRANSMISSION AND /OR DISTRIBUTION LINE, TOGETHER WITH ALL RIGHTS RECITED THEREIN) 13. AN EASEMENT DATED MAY 30, 1951, GRANTED TO TEXAS POWER & LIGHT COMPANY BY ESTATE OF C.A. ANDERSON, DECEASED, RECORDED IN VOLUME 372, PAGE 63, DEED RECORDS, WILLIAMSON COUNTY, TEXAS. (EASEMENT FOR ELECTRIC TRANSMISSION AND /OR DISTRIBUTION LINE, TOGETHER WITH ALL RIGHTS RECITED THEREIN) 14. AN EASEMENT DATED MAY 29, 1951, GRANTED TO TEXAS POWER & LIGHT COMPANY BY ERNEST R. ANDERSON AND WIFE, MRS. E.R. ANDERSON, RECORDED IN VOLUME 372, PAGE 65, DEED RECORDS, WILLIAMSON COUNTY, TEXAS. (EASEMENT FOR ELECTRIC TRANSMISSION AND /OR DISTRIBUTION LINE, TOGETHER WITH ALL RIGHTS RECITED THEREIN) 15. AN EASEMENT DATED APRIL 17, 1981, GRANTED TO THE CITY OF ROUND ROCK BY TOM KOURI, RECORDED IN VOLUME 850, PAGE 906, DEED RECORDS, CORRECTED AND RE- RECORDED AS DOCUMENT #9845176 AND DOCUMENT #9846348, OFFICIAL RECORDS, WILLIAMSON COUNTY, TEXAS. (EASEMENT FOR PUBLIC UTILITIES, TOGETHER WITH ALL RIGHTS RECITED THEREIN) 16. AN EASEMENT DATED SEPTEMBER 23, 1985, GRANTED TO THE CITY OF ROUND ROCK BY TOM KOURI, RECORDED IN VOLUME 1250, PAGE 705, OFFICIAL RECORDS, WILLIAMSON COUNTY, TEXAS. (EASEMENT FOR PUBLIC UTILITIES, TOGETHER WITH ALL RIGHTS RECITED THEREIN) Valid Only If Schedule A Schedule 13 And Cover Page Are Attached Texas Owner's Policy T -1 (Rev. 1 -1 -93) ( CONT. ON SCH. B, PAGE 3 ) CASE NUMBER LAWYERS TITLE INSURANCE CORPORATION 2000 RR 211502 -E (215) /cu OWNER POLICY OF TITLE INSURANCE SCHEDULE B DATE OF POLICY POLICY NUMBER 1/18/2001 0211502 17. AN EASEMENT DATED APRIL 12, 1999, GRANTED TO DDR DB DEVELOPMENT VENTURES, LP, A TEXAS LIMITED PARTNERSHIP BY 35/45 INVESTORS, L.P., A TEXAS LIMITED PARTNERSHIP, RECORDED AS DOCUMENT #9923860, OFFICIAL RECORDS, WILLIAMSON COUNTY, TEXAS. (EASEMENT FOR ACCESS, TOGETHER WITH ALL RIGHTS RECITED THEREIN) 18. TERMS, PROVISIONS AND CONDITIONS SET OUT IN THAT CERTAIN PERMIT TO APPROPRIATE STATE WATER DATED JANUARY 29, 1985, RECORDED IN VOLUME 2, PAGE 49, WATER RECORDS, WILLIAMSON COUNTY, TEXAS. 19. FEES, CHARGES, AND ASSESSMENTS, AND LIENS SECURING THEM AND ALL TERMS AND PROVISIONS CONTAINED IN THAT CERTAIN DECLARATION RECORDED AS DOCUMENT #2000005167, OFFICIAL PUBLIC RECORDS, WILLIAMSON COUNTY, TEXAS. 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 of 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 0 the time of payment and which the Company is obligated to pay; Of (i) 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 0 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 of: (i) the Amount of Insurance staled in Schedule A; (6) 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. lien of 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 slated in Schedule A at the Dale of Policy is less than 90 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 the value of me 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 Ole proportion that 120 percent of the Amount of Insurance stated 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' fees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. 8. APPORTIONMENT. It 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 amount 01 insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive 01 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 loss 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 tento. 11. LIABILITY NONCUMULATIVE. It is expressly understood that the amount of insurance under this policy shall be reduced by any amount the 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 lost 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 Companys 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 transfer to the Company all rights and remedies against any person or properly 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 Inc insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If 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 0 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 to 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, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, 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 13 of this policy, either the company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules or Inc 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 01 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 01,000,000 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 a corporation, trust, partnership, association or other legal entity). All arbitrable matters when the Amount of Insurance is in excess of $1,000,000 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 dale 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 if 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, if 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. (b) 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 writing 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 filed contact the agent or write to 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 1311-000113S aJvyers Insurance €rporation. TEXAS OWNER POLICY OF TITLE INSURANCE ]ssueu By lwyerslide Insurance Grporation Hone 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 l5l 268013v2: VEALBB \39829:11 20 00 -0vcio d) , 5 a SPECIAL WARRANTY DEED THE STATE OF TEXAS § �•,� COUNTY OF WILLIAMSON § 1H The undersigned, LA FRONTERA MULTI- FAMILY PARTNERS, LTD., a Texas t limited partnership (hereinafter called "Grantor ") for and in consideration of the sum of Ten and O t] No /100 Dollars ($10.00) cash and other good and valuable considerations in hand paid by CITY OF C`J ROUND ROCK, a Texas Home Rule City (hereinafter called "Grantee ") receipt of which consideration is hereby acknowledged and confessed, and in lieu of condemnation, has GRANTED, BARGAINED, SOLD, and CONVEYED and by these presents does GRANT, BARGAIN, SELL and CONVEY unto the said Grantee all that certain tract of land more particularly described on EXHIBIT "A" attached hereto and incorporated herein by reference, together with all im- provements thereon, lying and being situated in the County of Williamson, State of Texas; the above - described land and improvements thereon are hereinafter collectively called the "Property." This deed is made by Grantor and accepted by Grantee subject to any and all restrictions, reservations, covenants, conditions, rights -of -way, easements, and all outstanding mineral and royalty interests, if any, now of record in the Office of the County Clerk of Williamson County, Texas, affecting the Property, to the extent that the same are valid and subsisting, and subject to all matters reflected on Survey of the Property dated April 17, 2000, prepared by Jay Dean Canine, RPLS #4345, of Survcon Inc., and further subject to that certain Possession and Use Agreement for Transportation Purposes by and between Grantor and Grantee dated as of August 28, 2000. 9 TO HAVE AND TO HOLD the Property, subject to the matters set forth herein, together with, all and singular, the rights and appurtenances thereto in anywise belonging, unto the said Grantee, and Grantee's successors and assigns, forever; and Grantor does hereby bind Grantor, and Grantor's successors and assigns, to WARRANT and FOREVER DEFEND, all and singular, the said Property unto the said Grantee, and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under the Grantor, but not otherwise. BY ACCEPTANCE OF THIS DEED, GRANTEE ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE WARRANTY OF TITLE SET FORTH ABOVE, GRANTOR HAS MADE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE PROPERTY AND THE SUBJECT PROPERTY IS CONVEYED "AS IS." All ad valorem taxes and assessments for the Property from and after the effective date of this Deed are hereby expressly assumed by Grantee. Grantee will also pay any rollback taxes, if any, on the Property resulting from a change of use of the Property from and after the effective date of this Deed. 268013v1 VEALBB\39829: 11 20 00 -2- EXECUTED this the o20 day of /76111 .mit 2000, to be effective as of the 16 day of November2000. Grantee's Address: 221 E. Main Round Rock, TX 78664 After Recording Return to: D Austin Title Company 101 E. Old Settlers Blvd #100 Round Rock, TX 78664 268013v2: V EALBB139829:11 20 00 LA FRONTERA MULTI - FAMILY PARTNERS, LTD., a Texas limited partnership By: LF -GP, INC., a Texas corporation, Its General Partner -3- By: Name: Title: 1,fr, Glen t , ,, / e/i, THE STATE OF TEXAS COUNTY OF HARRIS This instrument was acknowledged before me on the AO day of //t/ , 2000, by Martini Fein, President of LF -GP, Inc., a Texas corporation, general partner of LA FRONTERA MULTI - FAMILY PARTNERS, LTD., a Texas limited partnership, on behalf of said corporation and said partnership. [SEAL] 26 8013v2: V EALBB \39829:11 20 00 -(9.) • N tart' Public in and for The State of Texas Printed Name of Notary My Commission Expires: -4- County: Williamson Highway: State Highway 45 Limits: From West of US 183 to FM 685 CSJ: EXHIBIT Page I of 2 - Pages Property Description for Parcel 79 Being all that certain 0.013 of one acre (566 square feet) tract of land situated in the Jacob M. Harrell Survey A -284, Williamson County, Texas, and being out of a called 227.8382 acre tract conveyed to 35/45 INVESTORS, L.P., recorded in Document No. 9848753 of the Official Records of Williamson County, Texas (O.R.W.C.T.) and being out of Lot 1, Block J of the La Frontera Section IV Subdivision, recorded in Cabinet S, Slides 66 through 68 of the Williamson County Plat Records ( W.C.P.R.). Said 0.013 of one acre tract being more particularly described by metes and bounds as follows with all bearings and coordinates based on the Texas State Plane Coordinate System, NAD 83, Central Zone and adjusted to surface using a surface adjustment factor of 1.00012: BEGINNING at a %= -inch iron rod with Texas Department of Transportation ( TxDOT) aluminum cap (X= 3,130,976.99, Y= 10,149,013.39) set at 181.88 feet right of and perpendicular to State Highway 45 (SH 45) Baseline Station 517 +66.30, being in the proposed southerly right - of -way line of said SH 45, and being in the northerly line of said Lot 1; 1. THENCE, North 77 °45'55" East (N 80 °14'52" E), along the northerly line of said Lot 1, a distance of 35.00 feet to a 1/2-inch iron rod with TxDOT aluminum cap set for the beginning of a non - tangent cut -back curve to the right; 2. THENCE, an arc distance of 27.92 feet continuing along the northerly line of said Lot 1 and along said curve to the right, with a Radius of 15.00 feet, a Delta Angle of 106 °39'23 ", a Chord Bearing and Distance of South 48 °54'24" East, 24.06 feet (L= 27.92', R= 15.00', Delta =106 °39'24 ", CH =South 46°25'26" East, 24.06') to a '/z -inch iron rod with TxDOT aluminum cap set for a point of compound curvature in the westerly right-of-way line of La Frontera Boulevard (100 foot wide) as dedicated per plat of La Fontera Section IIIB Subdivision recorded in Cabinet S, Slides 69 through 76 (W.C.P.R.) and being in the easterly line of said Lot 1; 3. THENCE, an arc distance of 34.38 feet along the easterly line of said Lot 1, the westerly right -of -way line of said La Frontera Boulevard and said curve to the right, with a Radius of 1,450.00 feet, a Delta Angle of 01 °21'31 ", a Chord Bearing and Distance of South 05 °06'03" West, 34.38 feet to a 1/2-inch iron rod with TxDOT aluminum cap set at 234.10 feet right of and perpendicular to SH 45 Baseline Station 518 +05.28 and being in the proposed southerly right -of -way line of said SH 45 and being the beginning of a curve to left; Z:\ 417658 \PARCELS \FINALS\M &B's\PAR79.doc JafDean Canine Registered Professional Land Surveyor Texas Registration Number 4345 EXHIBIT A Page 2 of 1 - Pages 4. THENCE, an arc distance of 76.17 feet, crossing said Lot 1 and along the proposed southerly right -of -way line of SH 45 and along said curve to the left, with a Radius of 40.00 feet, a Delta Angle of 109 °06'06 ", a Chord Bearing and Distance of North 49 °07'55" West, 65.17 feet to the POINT OF BEGINNING and containing a computed area of 0.013 of one acre (566 square feet) of land, more or less. This Metes and Bounds description is accompanied by a separate plat. Calls in parenthesis denote record information. The proposed baseline information recited herein is based on a design schematic drawing provided by Tumer Collie and Braden, Inc. SURVCON INC. 5316 Highway 290, Suite 480 Austin, Texas 78735 (512) 899-8282 April 17, 2000 4 -/7 -00 OF FICIAL PUBLIC RECORDS ` vc kh. 01- 18- 200x'02:45 BM 2001004124 ANDERSON $19.00 NANCY E. RISTER ,COUNTY CLERK WILLIAMSON COUNTY, TEXAS 'l. \., ,•,ce°,n A ne•Ct C\CTA1 Al C5\AP.O A 010 ,1nr 11/07/00 TUE 14:57 FAX 512 479 6689 AUSTIN TITLE COMPANY )) )3' . � c nq _OtCi o a t75 NOTICE TO PURCHASERS OF REAL PROPERTY N 01 Seller: LA FRQNTERA MULTI- FAMILY PARTNERS, LTD., a Texas limited partnership u Purchaser: CITY OF ROUND ROCK, a Texas home rule city The real property, described below, which you are about to purchase is located in the CJ BRUSHY CREEK WATER CONTROL AND IMPROVEMENT DISTRICT NO. 1. The district has taxing authority separate from any other taxing authority, and may, subject to voter approval, issue an unlimited amount of bonds and levy an unlimited rate of tax in payment of such bonds. O As of this date, the most recent rate of taxes levied by the district on real property located in the t] district is $0.00 on each $100 of assessed valuation. If the district has not yet Ievied taxes, the most r - recent projected rate of debt service tax, as of this date, is $0.00 on each $100 of assessed t] valuation. The total amount of bonds, excluding refunding bonds and any bonds or any portion of t] bonds issued that are payable solely from revenues received or expected to be received under a C'd contract with a governmental entity, approved by the voters and w ich have been or may, at this date, be issued is $0.00, and the aggregate initial principal amounts of all bonds issued for one or more of the specified facilities of the district and payable in whole or in part from property taxes is $0.00. The district has the authority to adopt and impose a standby fee on property in the district that has district- financed water, sewer, sanitary, or drainage facilities and services available but not connected and which does not have a house, building, or other improvement located thereon and does not substantially utilize the utility capacity available to the property. The district may exercise the authority without holding an election on the matter. As of this date, the most recent amount of the standby fee is $0.00. An unpaid standby fee is a personal obligation of the person that owned the property at the time of imposition and is secured by a lien on the property. Any person may request a certificate from the district stating the amount, if any, of unpaid standby fees on a tract of property in the district. The district is located in whole or in part within the corporate boundaries of the City of Round Rock. The taxpayers of the district are subject to the taxes imposed by the municipality and by the district until the district is dissolved. By law, a district located within the corporate boundaries of a municipality may be dissolved by municipal ordinance without the consent of the district or the voters of the district. The purpose ofthis district is to provide water, sewer, drainage, or flood control facilities and services within the district through the issuance of bonds payable from property taxes. The cost of these utility facilities and services is not included in the purchase price of your property, and the utility facilities are owned or to be owned by the district. The legal description of the property which you are acquiring is as follows: NOTICE TO PURCHASERS OF REAL PROPERTY -- PAGE 1 I 1 a 002 11'07/00 TUE 14:58 FAX 512 479 6569 AUSTIN TITLE CGIPANY @1008 0.013 ACRES, MORE OR LESS, OUT OF THE JACOB M. I- ARRELL SURVEY A -284, WILLIAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED IN EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF FOR ALL PURPOSES. DATE: November ZO 2000. LA FRONTERA MULTI- FAMILY PARTNERS, LTD. BY: LF -GP, INC., Its General Partner BY: Name: Trin J. F�in7 Title: PURCHASER IS ADVISED THAT THE INFORMATION SHOWN ON THIS FORM IS SUBJECT TO CHANGE BY THE DISTRICT AT ANY TIME. THE DISTRICT ROUTINELY ESTABLISHES TAX RATES DURING THE MONTHS OF SEPTEMBER THROUGH DECEMBER OF EACH YEAR, EFFECTIVE FOR THE YEAR IN WHICH THE TAX RATES ARE APPROVED BY THE DISTRICT. PURCHASER IS ADVISED TO CONTACT THE DISTRICT TO DETERMINE THE STATUS OF ANY CURRENT OR PROPOSED CHANGES TO THE INFORMATION SHOWN ON TIES FORM. The undersigned purchaser hereby acknowledges receipt of the foregoing notice prior to execution of a building contract for purchase of the real property described in such notice or at the closing of the purchase of the real property described in such notice. CITY OF RO & ROCK -yr :1 A lE r!T. BY: Name: Title: NOTICE TO PURCHASERS OF REAL PROPERTY - PAGE 2 J 11%07!00 TUE 14:58 FAX 512 479 6088 AUSTIN TITLE COMPANY a 004 (Acknowledgments) THE STATE OF TEXAS ) COUNTY OF 7krris ) This instrttment was acknowledged before me on MyemdPr 01 , 2000, by ,ri.h 5 FPiil Brif of LF -G, INC., a Tex ¢s corporation, on behalf of said corporation, sole general partner, on behalf of LA FRONTERA MULTI - FAMILY PARTNERS, LTD., a Texas l' 'ted partnership. •",„".; _ TeRRI W l !- + � - MY COMMISSION EXPIRES March 27,2001 NOTICE TO PURCHASERS OF REAL PROPERTY .. PAGE 3 NOTARY PUBJ.JC, STATE OF TEXAS STATE OF TEXAS COUNTY OF WILLIAMSON tn8tum�ee 1t wa�ss acknowledged before me on t ie , _ day of November, 2000, by city, of CITY OF ROUND Texas s home me nile rule city, on behalf of said ho a ru..e c, RECORDERS MEMORANDUM All or parts of the text on this page was not clearly legible for satisfactory recordation. County: Williamson Highway: State Highway 45 Limits: From West of US 183 to FM 685 CSJ: EXHIBIT A Page I of " Pages Property Description for Parcel 79 Being all that certain 0.013 of one acre (566 square feet) tract of land situated in the Jacob M. Harrell Survey A -284, Williamson County, Texas, and being out of a called 227.8382 acre tract conveyed to 35/45 INVESTORS, L.P., recorded in Document No. 9848753 of the Official Records of Williamson County, Texas (O.R.W.C.T.) and being out of Lot 1, Block J of the La Frontera Section IV Subdivision, recorded in Cabinet S, Slides 66 through 68 of the Williamson County Plat Records ( W.C.P.R.). Said 0.013 of one acre tract being more particularly described by metes and bounds as follows with all bearings and coordinates based on the Texas State Plane Coordinate System, NAD 83, Central Zone and adjusted to surface using a surface adjustment factor of 1.00012: BEGINNING at a 1/2-inch iron rod with Texas Department of Transportation (TxDOT) aluminum cap (X= 3,130,976.99, Y= 10,149,013.39) set at 181.88 feet right of and perpendicular to State Highway 45 (SH 45) Baseline Station 517 +66.30, being in the proposed southerly right - of -way line of said SH 45, and being in the northerly line of said Lot 1; 1. THENCE, North 77 °45'55" East (N 80 °14'52" E), along the northerly line of said Lot 1, a distance of 35.00 feet to a .4 -inch iron rod with TxDOT aluminum cap set for the beginning of a non - tangent cut -back curve to the right; 2. THENCE, an arc distance of 27.92 feet continuing along the northerly line of said Lot 1 and along said curve to the right, with a Radius of 15.00 feet, a Delta Angle of 106 °39'23 ", a Chord Bearing and Distance of South 48 °54'24" East, 24.06 feet (L= 27.92', R= 15.00', Delta= 106 °39'24 ", CH =South 46°25'26" East, 24.06') to a Y2-inch iron rod with TxDOT aluminum cap set for a point of compound curvature in the westerly right -of -way line of La Frontera Boulevard (100 foot wide) as dedicated per plat of La Fontera Section IIIB Subdivision recorded in Cabinet S, Slides 69 through 76 (W.C.P.R.) and being in the easterly line of said Lot 1; 3. THENCE, an arc distance of 34.38 feet along the easterly line of said Lot 1, the westerly right -of -way line of said La Frontera Boulevard and said curve to the right, with a Radius of 1,450.00 feet, a Delta Angle of 01 °21'31 ", a Chord Bearing and Distance of South 05 °06'03" West, 34.38 feet to a 4 -inch iron rod with TxDOT aluminum cap set at 234.10 feet right of and perpendicular to SH 45 Baseline Station 518 +05.28 and being in the proposed southerly right -of -way line of said SH 45 and being the beginning of a curve to left; Z:\ 41765 8\PA RCELS\FINALS\M& B's \PAR79. doc Jay Dean Canine Registered Professional Land Surveyor Texas Registration Number 4345 SURVCON INC. 5316 Highway 290, Suite 480 Austin, Texas 78735 (512) 899-8282 April 17, 2000 EXHIBITgPage 2 of 1 — Pages 4. THENCE, an arc distance of 76.17 feet, crossing said Lot 1 and along the proposed southerly right -of -way line of SH 45 and along said curve to the Left, with a Radius of 40.00 feet, a Delta Angle of 109 °06'06 ", a Chord Bearing and Distance of North 49 °0755" West, 65.17 feet to the POINT OF BEGINNING and containing a computed area of 0.013 of one acre (566 square feet) of land, more or less. This Metes and Bounds description is accompanied by a separate plat. Calls in parenthesis denote record information. The proposed baseline information recited herein is based on a design schematic drawing provided by Turner Collie and Braden, Inc. A -11- o0 FILED �r1RECORDED IL €D 1 t1) OFFICIAL PUBLIC RECORDS 01- 1B- 2 O 0ER O2:457P11 2001004125 NANCY E. 'COUNTY TEXAS 7. \AlEscc°\OA Oftl C\tillA T C\ 11l2.0'..\OAO'/0 .Inr THE STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF ROUND ROCK 2002003706 710 F.qs I, CHRISTINE R. MARTINEZ, City Secretary of the City of Round Rock, Texas, do hereby certify that I am the custodian of the public records maintained by the City and that the above and foregoing is a true and correct copy of Ordinance No. R- 00 -08- 28-3A5 which was approved and adopted by the City Council of the City of Round Rock, Texas, at a meeting held on the 28th day of August, 2000, as recorded in the minutes of the City of Round Rock in Book 43. CERTIFIED by my hand and seal of the City of Round Rock, Texas on this 11th day of January 2002. CHRISTINE R. MARTINEZ, City Secretary RESOLUTION NO. R- 00- 08- 28 -3A5 WHEREAS, in order to prepare for the construction of the westbound SH 45 frontage road project, it is necessary to obtain the right to possession and use of certain property belonging to La Frontera Multi- Family Partners, Ltd., and WHEREAS, a Possession and Use Agreement for Transportation Purposes ( "Agreement ") has been prepared which will grant to the City the necessary rights, and WHEREAS, the City Council wishes to approve said Agreement, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Possession and Use Agreement for Transportation Purposes with La Frontera Multi - Family Partners, Ltd., to grant to the City the necessary rights for the construction of the westbound SH 45 frontage road project, a copy of said agreement 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 K: \WRLOCS \ResmuTi\ROaexsxs-weo /Ac 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. RESOLVED this 28th day of August, 2000. ATTEST: JO P,I NE LAND, City Secretary 2 City of Round Rock, Texas POSSESSION AND USE AGREEMENT FOR TRANSPORTATION PURPOSES STATE OF TEXAS COUNTY OF WILLIAMSON § This Possession and Use Agreement ( "Agreement, ") effective the day of August, 2000 between the City of Round Rock, Texas, a home rule municipal corporation (the "City "), and LA FRONTERA MULTI - FAMILY PARTNERS, LTD. a Texas limited partnership (the "Grantor "), grants an irrevocable right to possession and use to the City, its contractors, agents, assigns and all others deemed necessary by the City for the purpose of constructing a portion of State Highway No. 45. The property involved is described more fully in field notes and plat map (attached as Exhibit G) and made a part of this Agreement by reference (the "Property "). 1. For the consideration paid by the City which is set forth in Paragraph 2. below, the receipt and sufficiency of which is acknowledged, Grantor grants, bargains, sells and conveys to the City exclusive possession and use of the Property for the purpose of constructing a highway or turnpike project and appurtenances thereto and the right to remove any improvements. This Agreement will extend to the City, its contractors, assigns and/or owners of any existing utilities on the Property and those which may be lawfully permitted on the Property by the City in the future. This grant will allow the construction, relocation, replacement, repair, improvement, operation and maintenance of these utilities on the Property. The City agrees that such work must be performed in a good, workmanlike and safe manner and in accordance with all laws, codes, statutes, rules, regulations and ordinances. The City will not allow any mechanics or materialmen liens (or any other liens arising out of the City's possession of the Property) to attach to the Property. Finally, the City will (i) maintain the Property in good order and repair and will not allow waste on the Property and (ii) will not allow hazardous substances or waste to be stored or used on the Property except in de minimis and customary amounts in strict accordance with all laws, statutes, rules, regulations, codes and ordinances. 2. In full consideration for this irrevocable grant of possession and use, the City will tender to the Grantor the sum of One Hundred Dollars ($100.00). The Grantor agrees that this sum represents adequate and full compensation for the possession and use of the Property. The City will be entitled to take possession and use of the Property upon tender of payment. 3. This Agreement is made with the understanding that the Parties hereto are simultaneously entering into a Real Estate Contract whereby the City agrees to purchase and the Grantor agrees to sell the Property for an agreed upon purchase price. Under the terms of said Real Estate Contract, the closing date may occur as late as December 1, 2000, but it is in the interests of the Parties hereto for construction of SH 45 to commence as soon as possible, which this Agreement will allow. Grantor warrants and represents that the title to the Property will be conveyed free and clear of all liens and encumbrances and that proper releases will be executed for the Property prior to funds being disbursed under said Real Cr \WPOOCS \ACITY \SN 45 \La Frenf era \LarronteraMulti - Family \P- final,opd /sls Estate Contract. Grantor further warrants that no other person or entity owns an interest in the fee title to the Property. The Grantor further agrees to indemnify the City from all unreleased or undisclosed liens, claims or encumbrances affecting the Property. 4. If the City acquires additional real property from the Grantor or the Grantor's affiliates as part of the same transportation project for which the Property is being acquired, such acquisition of additional property shall not be deemed a second taking. Accordingly, Grantor or Grantor's affiliates shall be entitled to the fair market value of said additional property, but shall not be entitled to any increase in property value to the additional property resulting solely from the influence of the transportation project on the value of the additional property. 5. The purpose of this Agreement is to allow the City to proceed with its construction project without delay. 6. Grantor reserves all of the oil, gas and sulphur in and under the land herein conveyed but waive all right of ingress and egress to the surface for the purpose of exploring, developing, mining or drilling. Nothing in this reservation will affect the title and rights of the City to take and use all other minerals and materials thereon, and thereunder. The extraction of oil, gas and minerals may not affect the geological stability of the surface. 7. The undersigned Grantor agrees to pay all taxes, including prorated taxes for the current year, and special assessments due at the time the City takes possession of the Property. 8. This Agreement will also extend to and bind the heirs, devisees, executors, administrators, legal, representatives, successors and assigns of the parties. 9. It is agreed the City will record this document. 10. It is agreed that Grantor may elect to terminate this Agreement if the City is in default of its obligations to Purchase the Property under the terms of Real Estate Contract described in paragraph 3 above. 11. It is agreed that the City may assign this Agreement to the State of Texas, acting by and through the Texas Turnpike Authority Division of the Texas Department of Transportation. To have and to hold the Agreement herein described and conveyed, together with all the rights and appurtenances belonging to the City and its assigns forever, for the purposes and subject to the limitations set forth above. q In witness whereof, this instrument is executed on this the ag day of August, 2000. 2 Accepted and agreed to by the City this the State of Texas County of Williamson Mayor of the City of Round Rock, Texas. CHR.STs F R. M1lARTiNFZ MY COt11"Is ioy EXi'iRES August 5, 260. Grantor: LA FRONTERA MULTI- FAMILY PARTNERS, LTD. By: LF -GP, Inc. By: /! Ma Date:ei -.. 7, a City By: La Ro p Acknowledgments day of August, 2000. d Rock, Tex A. Stluka, its Mayor This instrument was acknowledged before me on President, President of LF -GP, Inc., General Partner of La Frontera Multi- Family Partners, Ltd. 7, 2000 by Martin J. Fein, h (signature) "24R/ A• NoRro (typed name) Notary Public in and for the State of Texas My commission expires 1- . I , 200 / State of Texas County of Williamson This instrument was acknowledged before me on August cZ, 2000 by Robert A. Stluka, (typed name Notary Public in and for the State of Texas My commission expires 200 3 a n.LiWts) /C •Agnna County: Williamson Highway: State Highway 45 Limits: From West of US 183 to FM 685 CSJ: EXHIBIT a Page 1 of 2 Pages Property Description for Parcel 79 I I G EXHIBIT Being all that certain 0.013 of one acre (566 square feet) tract of land situated in the Jacob M. Harrell Survey A -284, Williamson County, Texas, and being out of a called 227.8382 acre tract conveyed to 35/45 INVESTORS, L.P., recorded in Document No. 9848753 of the Official Records of Williamson County, Texas (O.R.W.C.T.) and being out of Lot I, Block J of the La Frontera Section IV Subdivision, recorded in Cabinet S, Slides 66 through 68 of the Williamson County Plat Records (W.C.P.R.). Said 0.013 of one acre tract being more particularly described by metes and bounds as follows with all bearings and coordinates based on the Texas State Plane Coordinate System, NAD 83, Central Zone and adjusted to surface using a surface adjustment factor of 1.00012: BEGINNING at a %x -inch iron rod with Texas Department of Transportation (TxDOT) aluminum cap (X= 3,130,976.99, Y= 10,149,013.39) set at 181.88 feet right of and perpendicular to State Highway 45 (SH 45) Baseline Station 517 +66.30, being in the proposed southerly right - of -way line of said SH 45, and being in the northerly line of said Lot 1; 1. THENCE, North 77 °45'55" East (N 80 °14'52" E), along the northerly line of said Lot 1, a distance of 35.00 feet to a'' /a -inch iron rod with TxDOT aluminum cap set for the beginning of a non - tangent cut -back curve to the right; 2. THENCE, an arc distance of 27.92 feet continuing along the northerly line of said Lot 1 and along said curve to the right, with a Radius of 15.00 feet, a Delta Angle of 106 °39'23 ", a Chord Bearing and Distance of South 48 °54'24" East, 24.06 feet (L= 27.92', R= 15.00', Delta= 106 °39'24 ", CH =South 46 °25'26" East, 24.06') to a 'h -inch iron rod with TxDOT aluminum cap set for a point of compound curvature in the westerly right -of -way line of La Frontera Boulevard (100 foot wide) as dedicated per plat of La Fontera Section IIIB Subdivision recorded in Cabinet S, Slides 69 through 76 ( W.C.P.R.) and being in the easterly line of said Lot 1; 3. THENCE, an arc distance of 34.38 feet along the easterly line of said Lot 1, the westerly right -of -way line of said La Frontera Boulevard and said curve to the right, with a Radius of 1,450.00 feet, a Delta Angle of 01 °21'31 ", a Chord Bearing and Distance of South 05 °06'03" West, 34.38 feet to a %z -inch iron rod with TxDOT aluminum cap set at 234.10 feet right of and perpendicular to SH 45 Baseline Station 518 +05.28 and being in the proposed southerly right -of -way line of said SH 45 and being the beginning of a curve to left; Z: \417658 \PARCELS \FINALS\M &B's1PA R79.doc 4. THENCE, an arc distance of 76.17 feet, crossing said Lot 1 and along the proposed southerly right -of -way line of SH 45 and along said curve to the left, with a Radius of 40.00 feet, a Delta Angle of 109 °06'06 ", a Chord Bearing and Distance of North 49 °07'55" West, 65.17 feet to the POINT OF BEGINNING and containing a computed area of 0.013 of one acre (566 square feet) of land, more or less. This Metes and Bounds description is accompanied by a separate plat. Calls in parenthesis denote record information. The proposed baseline information recited herein is based on a design schematic drawing provided by Turner Collie and Braden, Inc. Ja Dean Canine Registered Professional Land Surveyor Texas Registration Number 4345 SURVCON INC. 5316 Highway 290, Suite 480 Austin, Texas 78735 (512) 899-8282 April 17, 2000 EXHIBIT gPage 2 of 1- Pages Z:\4 176581PARCELS\FINAIS\M& B's\PA R79. doc CURVE DELTA RADIUS CHORD DIRECTION CHORD LENGTH ARC LENGTH CI (106.39'14'1 106'39'23' 115.00'l 15.00' 1546'Z5'26"EI 548'54'24'( 124.06'( 24.06' 121.92'1 21.92' C2 01'21'31' 1.450.00' 505'06'03'8 34.36' 34.30' C3 109 40.00' N49.07'55'S 65.17' 16.11' WHOLE PROPERTY INSET NOT TO SCALE PARCEL 19 STA. 516.05.28 234.10 RT. STA. 510.21 30 107.03'. FIT. 007'45'55 "1 PROPOSED R.O.W. S.H. 45 511 35/45 100(51OR5. 1.P. 227,.8392 - ACRES DOC.R9B O.R.W.C.T. 517.00 :RECORDERS MEMORANDUM All or puts of the text on this page was not clearly legible for satisfactory recordation. LOT 1. BLOCK J 11.751 ACRES LA FRON7ERA SECTION IV CABINET S. SLIDES 66 -60 TABLE JACOB M. HARRELL SURVEY. A -284 @ S.H. 45 .P.0.0. PARCEL 'T9 X= 3.130.976.99 1 =10.149.013.39 6 51A. 511766.30 81.86' RT. PROPOSED R.O.W. 5.0. 45 NOTES: 1. BEARINGS ANO (00801NATE5 ARE BASED (01 THE TEXAS STATE PLANE COORDINATE 5151EN. NAB 03. CENTR*L ZONE AND ADJU5TE0 10 SURFACE USING AN ADJUSTIENT FACTOR OF 1.00012. 2. 1x15 SURV(T WAS PERFO0I&O •I1H03T THE BENEFIT OF A COW1414(NT FDR TITLE (15+841(( AND MAT NOT 4NCLIAE EASE14NT5 AND INFORMATION PERTAINING TO 1115 TRACT. REC000 INFORMATION 58088 OH 1115 PLAT 15 BASED ON PUBl1C 1KORNAIIDN. THE SURVEYOR 805 NO1 ABSIIACTED THIS TRACT. 3. 0.0.1.1.3. INDICATES OFFICIAL RECORDS CE WIL1IA115OR COUN11. TEXAS 4. 8.2.D.8. INOICATES MILLI0820N 1O1N1T DEED RECORDS 5. 0.C.P.0. INDICATES WILLIANSON COU011 PLAT RECORDS 1 - THIS PLAT I5 ACCOI4AH1E0 BT • SEPARATE 44(1(5 AND BOW05 OESCRIPIION. 1. THE 20DP05(0 BASELINE SHOWN HER 5 PER • DESIGN TIC FILE PROVID OLLIE 4x0 BAADER. INC. JAY AN CANINE REGISTERED PROFESSIONAL LAND 5u8vE1011 TEXAS REGISTRATION N0. 4345 510 1E0EN0 ▪ = F1NND 00001' BRASS 0155 IN CONCRETE ❑ SET 11001 BRASS 015K IN CONCRETE O = 5ET '. IRON 000 8/10007 ALUM. CAP • = FOOID '•t IRON ROD UNLESS 010(0YISE NOTED ■ FOUND 4' • 4" CONCRETE MONULENT COLCULATED 1 E = P00PE011 LINE �Ba = BASELINE SI = 0111.171 POLE N77.36'07 20:00' LA 200031RA SECTION IV 0.002 ACRE RIGHT -OF -WAY DEDICATION CABINET S. SLIDES 66 -6B S.H.45 PARCEL PLAT FOR PARCEL 79 COUNTY: WILLIAMSON GRANTOR:35 /45 INVESTORS. L.P. I I ACREAGE SUMMARY 150.82.1 WHOLE PROPERTY AREA ACQUIRED REMAINDER RIGHT 511.874 566 5 11.306 SURVCON IN(3. PROFESSIONAL SURVEYORS 5316 HWY. 290 WEST. SUITE 480 AUSTIN. TEXAS 78701 TELEPHONE 1512) 899 -8282. FAX (5121 899 -939( EMAIL: oustinesurvcon.CO CALE: 1" = 50' DATE: APRIL 2000 DRAWN BY: JKB CHECKED BY: WJM JDB u: 417 -658 F.B. #: SH 45 CAD FILE: POr79 R, - DO- Og- a8 -3A5' FILED AND RECORDED OFFICIAL PUBLIC RECORDS 01-14-200c 10:27 AN 2002003706 ANDERSON $27.00 NANCY E. RISTER .COUNTY CLERK WILLIAMSON COUNTY, TEXAS Phedie Alikuvruio: CITY OF ROUND ROCK ADMINISTRATION 221 EAST MAIN STREET ROUND ROCK, TEXAS 78664