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R-01-05-10-13D8 - 4/26/2001RESOLUTION NO. R- 01- 05- 10 -13D8 WHEREAS, the City desires to purchase a tract of land containing approximately 19.2 acres, and WHEREAS, Union Pacific Railroad Company, the owner of the property, has agreed to sell said property to the City, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Purchase and Sale Agreement with Union Pacific Railroad Company for the purchase of the above described property, a copy of said Purchase and Sale 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 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 26th day of Apr AT EST: �D,, el A4MIL J E LAND, City Secretary O WPDOCS \RESmur: \R1OS1DOe.WPD /ec RO:'RT A. STLUKA, JR'., Mayor City of Round Rock, Texas DUPLICATE °RIGINA' PURCHAS OUN T ..'ART PURCHASE AND SALE AGREEMENT 1390 -46 This Agreement is entered into this pp() day of MAf , 2001 ( "Execution Date "), between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, whose address is 1416 Dodge Street, Omaha, Nebraska 68179 ( "Seller "), and CITY OF ROUND ROCK, a Texas Home Rule municipality, whose address is 221 E. Main Street, Round Rock, Texas 78664 ( "Purchaser "), WITNESSETH: IT IS MUTUALLY AGREED by and between the parties hereto as follows: Section 1. Purchase and Sale of the Property. Seller agrees to sell and Purchaser agrees to purchase, on the terms and conditions of this Agreement, certain real property in Round Rock, Williamson County, Texas, shown on the print dated January 11, 2001, marked Exhibit A, attached hereto and hereby made a part hereof ( "Sale Parcel "). EXCEPTING from this sale and RESERVING unto Seller, its successors and assigns, forever, the following: (a) All coal, oil, gas, and the other minerals and mineral rights of whatever nature or description, kind or character, like or unlike, known or unknown, and whether occurring in solid, liquid, vaporous or other and different forms in, on or under the Sale Parcel; provided, however, that no operation of investigating, exploring, prospecting or mining for or storing or transporting said minerals or any of them, shall be conducted or placed upon the Sale Parcel; and (b) If the survey to be obtained by Purchaser pursuant to Section 4(b) below discloses the presence of existing Fiber Optic Improvements (as defined below) on the Sale Parcel or within five feet (5') of the boundary of the Sale Parcel, exclusive PERPETUAL EASEMENTS ten feet (10') in width measured from the centerline of the Fiber Optic Improvements, in, on, over, under and across the Sale Parcel ( "fiber optics easement property "), in which areas Seller (and its easement holders, lessees, sublessees, licensees, successors or assigns) shall have the right to own, construct, reconstruct, maintain, operate, use and /or remove existing and /or future communication systems, lines and facilities of every kind and nature, including, but not limited to, all existing facilities, telephone, telegraph, television and fiber optic lines and related equipment (the "Fiber Optics Improvements "). Seller does further reserve unto itself, its successors and assigns, a limited right -of- way and right of access to the fiber optics easement over and across the Sale Parcel, for the purposes of the use, enjoyment, maintenance, operation and access to the fiber optics easement property. All Fiber Optics Improvements presently existing on or hereafter constructed on the fiber optics easement property shall remain the personal property of Seller. Seller shall be entitled to all revenues derived from all current and 04/24/01 G {LAWAD DMMPSA \WPO01 \Thatlse,UtoundRocLpsaa2 doc 1 r �! future agreements to which Seller is a party affecting the fiber optics easement property. Seller further reserves the right to use the subsurface of the fiber optics easement property for any other Lawful purpose, including, but not limited to, entering into easements, licenses or leases with third parties. No permanent building, structure or fence and no material or obstruction of any kind or character shall be stored or maintained on said fiber optics easement property which would obstruct or interfere with the easement without the prior written consent of the easement owner. The sale and conveyance made pursuant to this Agreement shall be subject to any and all applicable federal, state and -local laws, orders, rules and regulations, and any and all outstanding rights of record or open and obvious on the ground. Section 2. Purchase Price. The purchase price for the Sale Parcel is EIGHT HUNDRED THIRTY -SIX THOUSAND THREE HUNDRED FIFTY -TWO DOLLARS ($836,352.00), calculated on the basis of One Dollars ($1.00) per gross square foot, and subject to upward or downward adjustment on such basis in the event the survey to be secured by Purchaser pursuant to Section 4(b) shall disclose that the total gross square footage of the Sale Parcel is less than or greater than 836,352 gross square feet. Said amount shall hereafter be referred to as the "Purchase Price ". Section 3. Payment of the Purchase Price. The Purchase Price shall be paid by Purchaser to Seller as follows: 1390 -46 (a) Upon execution of this Agreement by both parties, the sum of TEN THOUSAND DOLLARS ($10,000.00), in cash or by certified or cashier's check drawn on a financial institution acceptable to Seller, or by confirmed wire transfer ( "Funds "), to be deposited with Austin Title Company, 101 E. Old Settlers Blvd., Suite 100, Round Rock, Texas 78664 ( "Title Company "), in an interest - bearing account [the Ten Thousand Dollar ($10,000.00) deposit and accrued interest thereon shall hereafter be referred to as "Escrow Fund "]; and (b) At the time of closing of escrow, the balance of the Purchase Price in Funds. Section 4. Conditions Precedent to Sale. This Agreement is made and executed by the parties hereto subject to the following conditions precedent: (a) Title Review. Within twenty (20) days after the Execution Date, Purchaser, . at its sole cost and expense, shall obtain from Title Company a preliminary title report on the Sale Parcel, and copies of all documents referred to therein, and furnish same to Seller. Purchaser shall have until the earlier of (i) ten (10) days after receipt of said preliminary title report and documents, or (ii) forty (40) days after the Execution Date ( "Title Contingency 04/24/01 GUAWADFnnnunPSA)WP00I Th,ohnvwundRca p.402 dx 2 Date "), in which to approve or disapprove any defects in the title or any liens, encumbrances, covenants, rights of way, easements or other outstanding rights disclosed by the preliminary title report, except those matters set forth in Section 6. Disapproval shall be by written notice given by Purchaser to Seller setting forth the specific item or items disapproved by Purchaser. If no such notice of disapproval is given by Purchaser by the Title Contingency Date, it shall be conclusively presumed that Purchaser approves of said preliminary title report. In the event of disapproval by Purchaser of any item or items contained in or disclosed by said preliminary title report, Seller shall have thirty (30) days after receipt of Purchaser's notice of disapproval ( "Seller's Cure Period ") in which to eliminate any disapproved items from the policy of title insurance to be issued in favor of Purchaser. In the event any such disapproved item is not eliminated before expiration of Seller's Cure Period, then Purchaser shall be deemed to have waived its prior disapproval unless Purchaser terminates this Agreement by giving Seller written notice of termination within five (5) days after expiration of Seller's Cure Period. In the event of termination due to any such uncorrected defect in title, the Escrow Fund shall be returned to Purchaser [except for One Hundred Dollars ($100.00) thereof which shall be paid to Seller as independent consideration ( "Independent Consideration ") for entering into this Agreement], and this Agreement shall terminate and be without any further force and effect, and without further obligation of either party to the other. (b) Survey. Within forty - five (45) days after the Execution Date, Purchaser, at its sole cost and expense, shall obtain and furnish to Seller and Title Company a copy of an ALTA survey of the Sale Parcel, prepared and certified by a public surveyor registered in the State of Texas, which shall include the locations of any Fiber Optics Improvements and the location of the Restricted Area (as defined in Section 9 below). Purchaser shall have until the earlier of (i) ten (10) days after receipt of said survey, or (ii) sixty (60) days after the Execution Date ( "Survey Contingency Date "), in which to approve or disapprove any defects in the title or any liens, encumbrances, covenants, rights of way, easements or other outstanding rights disclosed by the survey, except those matters set forth in Section 6. Disapproval shall be by written notice given by Purchaser to Seller setting forth the specific item or items disapproved by Purchaser. If no such notice of disapproval is given by Purchaser by the Survey Contingency Date, it shall be conclusively presumed that Purchaser approves of said survey. In the event of disapproval by Purchaser of any item or items contained in or disclosed by said survey, Seller shall have thirty (30) days after receipt of Purchaser's notice of disapproval ( "Seller's Survey Cure Period ") in which to eliminate any disapproved items from the survey. In the event any such disapproved item is not eliminated before expiration of Seller's Survey Cure Period, then Purchaser shall be deemed to have waived its prior disapproval unless Purchaser terminates this Agreement by giving Seller written notice of termination within five (5) days after expiration of Seller's Survey Cure Period. In the event of termination due to any such uncorrected defect, the Escrow Fund shall be returned to Purchaser [except for One Hundred Dollars ($100.00) thereof which shall be paid to Seller as independent consideration ( "Independent Consideration ") for entering into this Agreement], and this Agreement shall terminate and be without any further force and effect, and without further obligation of either party to the other. The survey, as approved by Purchaser as set forth herein, shall be used by Seller as the basis for preparation 04/24/01 G 1 AWADM1 BA1111PSA1 WP00IVThalchcrlOoundRock pvO2 doc 3 1390 -46 1390 -46 of the description of the Sale Parcel and fiber optics easement property, and for final calculation of the Purchase Price. (c) Feasibility Studies. Upon execution of this Agreement, Purchaser, and its agents and contractors, are granted the privilege for a period of ninety (90) days after the Execution Date ( "Feasibility Review Period ") of entering upon the Sale Parcel for the purpose of performing environmental audits, soil tests, engineering and feasibility studies of the Sale Parcel as Purchaser may deem necessary to determine the suitability of the soil conditions and other physical conditions of the Sale Parcel. If the results of such audits, tests or studies are unsatisfactory in Purchaser's reasonable opinion, Purchaser may, at its option, terminate this Agreement by giving Seller written notice of termination before expiration of the Feasibility Review Period. If no such written notice of tennination is given by Purchaser to Seller before expiration of the Feasibility Review Period, the Sale Parcel shall be deemed suitable for Purchaser's purposes. In the event of such termination by Purchaser, then Purchaser shall surrender to Seller copies of all audits, soils, engineering and any other reports prepared for Purchaser pertaining to the Sale Parcel and said reports shall become the sole property of Seller without cost or expense of Seller (and the contents thereof shall be kept confidential by Purchaser and Purchaser's consultants), the Escrow Fund (except for the Independent Consideration) shall be returned to Purchaser, and this Agreement shall terminate and be without any further force and effect, and without further obligation of either party to the other. Regardless of whether or not this Agreement is terminated, Purchaser shall promptly furnish Seller with a copy of any and all reports on environmental assessments performed for the benefit of Purchaser. In the event Purchaser, its agents or contractors, shall enter upon the Sale Parcel for the purposes set forth in this Section 4(c), such entry shall be subject to the following terms and conditions: (i) Purchaser agrees to indemnify and save harmless Seller and/or Seller's affiliates ( "Seller's affiliates" means any corporation which directly or indirectly controls or is controlled by or is under common control with Seller), their officers, agents, servants and employees, against and from any and all liability, loss, costs and expense of whatsoever nature growing out of personal injury to or death of persons whomsoever, or loss or destruction of or damage to property whatsoever, where such personal injury, death, loss, destruction or damage arises in connection with or incident to the occupation or use of the Sale Parcel by, or the presence thereon of Purchaser, Purchaser's agents, contractors, servants or licensees prior to closing; (ii) Purchaser covenants and agrees to pay in full for all materials joined or affixed to the Sale Parcel and to pay in full all persons who perform labor upon said premises, and not to permit or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the Sale Parcel for any work done or materials fumished thereon at the instance or request or on behalf of Purchaser; and Purchaser agrees to indemnify and hold harmless Seller against and from any and all liens, claims, demands, costs and expenses of whatsoever nature in any way connected with 04/24/01 G\LAWADMIBMHNSA \WPOOGTha ¢ hMBoo dRock pan doc 4 Section 5. Escrow. Upon execution 'of this Agreement by both parties, an escrow account shall be opened with Title Company, and Purchaser shall thereupon deposit with Title Company the sum of Ten Thousand Dollars (510,000.00) referred to in Section 3(a), with instructions to Title Company to hold the same in accordance with the provisions of this Agreement. On or before the date of closing of escrow, Purchaser shall deposit with Title Company the Purchase Price, less the Escrow Fund, and the Assignment and Assumption Agreement referred to in Section 7 as executed by Purchaser, and Seller shall deposit therein the Deed Without Warranty referred to in Section 6 and the Assignment and Assumption Agreement referred to in Section 7 as executed by Seller. Title Company shall be instructed that when it is in a position to deliver to Seller the Purchase Price, and to issue a standard owner's policy of title insurance in the full amount of the Purchase Price, insuring fee simple title to the Sale Parcel in Purchaser, subject only to the items set forth in Section 6, Title Company shall: (1) or growing out of such work done, labor performed or materials furnished prior to closing; (iii) In the event the sale and purchase of the Sale Parcel does not close, Purchaser shall, as soon as possible and at Purchaser's sole expense, restore the Sale Parcel to the same condition it was in immediately prior to the time Purchaser entered the Sale Parcel, failing in which Seller may perform the work of restoration and Purchaser shall reimburse Seller for the cost and expense thereof within thirty (30) days after rendition of bill therefor by Seller; and (iv) Notwithstanding any provisions in this Agreement to the contrary, in the event this Agreement is terminated for any reason whatsoever, Purchaser nevertheless shall be obligated to comply with the provisions of this Section 4(c). record and deliver the Deed Without Warranty to Purchaser; 1390 -46 (2) deliver an executed counterpart of the Assignment and Assumption Agreement to each of Purchaser and Seller; (3) deliver to Seller the Purchase Price; and (4) issue and deliver to Purchaser the standard owner's policy of title insurance. At closing, (a) Seller shall pay Seller's pro rata share of real estate taxes (whether general or special) assessed against the Sale Parcel and due and payable for the year of closing. 04/24101 G U. AWADMIBMFBPSAIWPO0I \nolche,Ro4nd0000 psa42 doe 5 Section 6. Title. (i) (c) The Sale Parcel is subject to two (2) Mortgages as follows: 0424/01 G UAWADMIBMf \PSA \WPo01 \Thmcher\RnundR, k pia/12 doc 6 1390 -46 (b) Purchaser shall pay the following costs: (1) The escrow fee; (2) The cost of recording the Deed Without Warranty; (3) The premium for the issuance of the owner's policy of title insurance; and (4) Purchaser's pro rata share of real estate taxes (whether general or special) assessed against the Sale Parcel and due and payable for the year of closing. (a) Upon closing of escrow as set forth in Section 5, title to the Sale Parcel shall be conveyed by Seller to Purchaser by a duly executed Deed Without Warranty in the form marked Exhibit B, attached hereto and hereby made a part hereof. Title shall be insurable as in fee, free and clear of all liens, encumbrances, exceptions, and reservations other than the following: The mineral reservation and, if applicable, the fiber optics reservation set forth in Section 1; (ii) Non - delinquent real property taxes (whether general or special); (iii) Standard printed exceptions in the title policy; and (iv) Items disclosed in the preliminary title report and survey and approved or waived by Purchaser as set forth in Section 4(a). It is understood that Purchaser does not waive the two liens described in subparagraph (c) below and that the owner's policy of title insurance must be issued without any exceptions for said liens. Purchaser shall not be required to give further notice of its disapproval of the aforesaid two liens. (b) Purchaser acknowledges that the Sale Parcel may be subject to licenses and other third party rights that have not been disclosed by Seller to Purchaser. It is the responsibility of Purchaser to determine if any of these undisclosed rights exist. If any license that affects only the Sale Parcel is identified after the Execution Date, Seller's rights (including, without limitation, any income) and obligations under such license will be assigned to and assumed by Purchaser at or after closing of escrow. (i) that certain First Mortgage dated January 1, 1955, executed by Missouri Pacific Railroad Company (predecessor in interest to Seller) in favor of The Boatmen's National Bank of St. Louis (now The Bank of New York, Successor Trustee); and (ii) that certain General (Income) Mortgage dated January 1, 1955, executed by Missouri Pacific Railroad Company (predecessor in interest to Seller) in favor of Manufacturer's Trust Company (now The Chase Manhattan Bank, corporate successor Trustee) and Charles Herman (now Donnell Reid, individual successor Trustee). It is understood and agreed that promptly upon closing, application will be made to the respective Mortgage Trustees for the release of the Sale Parcel from the liens of the two (2) Mortgages. Immediately upon receipt of the Partial Releases, the same will be forwarded to Title Company. Seller agrees to indemnify and hold Title Company harmless against failure to provide such Partial Releases. Section 7. Assignment of Licenses. Upon closing of escrow, Seller shall partially assign to Purchaser, and Purchaser shall partially assume, all of Seller's right, title and interest in and to the following License Agreements (the "Licenses ") as they relate to the Sale Parcel: 1. That certain Pipe Line License dated June 6, 1985 between Missouri Pacific Railroad Company (predecessor in interest to Seller) and City of Round Rock, identified in the records of Seller as Lease Audit No. CA87504; and 2. That certain Wire Line License dated March 20, 1980 between Missouri Pacific Railroad Company and Stokes Cable Co., Inc., as amended and supplemented by Adoption Agreement dated February 11, 1988, Assignment dated September 30, 1992, and Assignment dated February 28, 1993, identified in the records of Seller as Lease Audit No. CA81072. The Licenses shall be assigned by Seller to Purchaser by duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit C and hereby made a part hereof. Rentals and other payments under the Licenses partially assigned shall be allocated between Seller and Purchaser on a proportionate basis. Section 8. Closing; Possession. 1390 -46 Escrow for the Sale Parcel shall close within thirty (30) days after expiration of the Feasibility Review Period. Possession of the Sale Parcel shall pass to Purchaser on closing of escrow. Purchaser shall have no right to possession or occupancy of or entry upon any portion of the Sale Parcel [except as set forth in Section 4(c)] and title thereto shall be and remain vested in Seller until closing of escrow. Section 9. Post - Sale Conditions. Seller hereby declares that the Property shall be held, acquired and conveyed by Seller to Purchaser subject to the following covenants, conditions and restrictions which Purchaser 04/24101 G 1 A WADM1BMHtPSNW PU01\ThatchcARoondRock p.02 doc 7 by the acceptance of the Deed shall covenant for itself, its successors and assigns, faithfully to keep, observe and perform: ' (a) No buildings or other structures or improvements taller than one hundred feet (100') shall be constructed or erected on that portion of the Property ( "Restricted Area ") shown on Exhibit A as "Restricted for Tower Signals" without prior written approval of Seller which may be withheld at Seller's sole and absolute discretion. (b) Purchaser, at its sole cost and expense, shall install and maintain, within sixty (60) days after the closing of escrow, a safety fence to prevent access to or encroachment on the railroad right -of -way of Seller immediately adjacent to the northerly boundary of the Sale Parcel. The safety fence shall be of a design and type satisfactory to Seller, and in compliance with applicable building codes. (c) All plans (engineering construction drawings) for the safety fence and any buildings or structures or improvements proposed to be constructed or erected on the Restricted Area shall be submitted to Seller addressed as follows: with copy of transmittal to: 04724/01 G V. AWADM\ 3MMPSA \WP001 \ThUChaiRoundRocLpson doe Mr. William E. Wimmer Senior Assistant Vice President - Engineering Management Union Pacific Railroad Company 1416 Dodge Street, Room 1030 Omaha, Nebraska 68179 Mr. David Thatcher Manager, Real Estate Union Pacific Railroad Company 1800 Famam Street Omaha, Nebraska 68102 for review and approval. Such review by Seller shall be completed and appropriate response made to Purchaser within thirty (30) days after receipt of such plans by Seller; and it is expressly understood that approval of such plans by Seller shall not be unreasonably withheld. 1390 -46 The foregoing covenants, conditions and restrictions shall run with the land and bind Purchaser, its successors and assigns, and benefit Seller, its successors and assigns. Seller may enforce such covenants by suit for injunction, damages and /or such other remedies as may be available at law or in equity, and Purchaser, its successors and assigns, shall reimburse Seller for its attorney's fees and other costs of enforcement. 8 Section 10. As Is; Indemnity. (a) Purchaser and its representatives, prior to the date of closing of escrow, will have been afforded the opportunity to make such inspections of the Sale Parcel and matters related thereto as Purchaser and its representatives desire. Purchaser acknowledges and agrees that the Sale Parcel is to be sold and conveyed to and accepted by Purchaser in an as is" condition with all faults. Seller makes no representations or warranties of any kind whatsoever, either express or implied, with respect to the Sale Parcel; in particular, but without limitation, Seller makes no representations or warranties with respect to the use, condition, occupation or management of the Sale Parcel, or compliance with applicable statutes, laws, codes, ordinances, regulations, requirements, covenants, conditions and restrictions (whether or not of record). Purchaser acknowledges that it is entering into this Agreement on the basis of Purchaser's own investigation of the physical and enviromnental conditions of the Sale Parcel, including the subsurface conditions, and Purchaser assumes the risk that adverse physical and environmental conditions may not have been revealed by its investigation. Purchaser acknowledges that notwithstanding any prior or contemporaneous oral or written representations, statements, documents or understandings, this Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and the purchase and sale of the Sale Parcel and supersedes any such prior or contemporaneous oral or written representations, statements, documents or understandings. (b) FROM AND AFTER CLOSING, PURCHASER SHALL, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INDEMNIFY, DEFEND AND SAVE HARMLESS SELLER, ITS AFFILIATES, THEIR EMPLOYEES, AGENTS, OFFICERS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, CAUSES OF ACTION, LEGAL OR ADMINISTRATIVE PROCEEDINGS, CLAIMS, DEMANDS, FINES, PUNITIVE DAMAGES, LOSSES, COSTS, LIABILITIES AND EXPENSES, INCLUDING ATTORNEY'S FEES, IN ANY WAY ARISING OUT OF OR CONNECTED WITH THE KNOWN OR UNKNOWN PHYSICAL OR ENVIRONMENTAL CONDITION OF THE SALE PARCEL (INCLUDING, WITHOUT LIMITATION, ANY CONTAMINATION IN, ON, UNDER OR ADJACENT TO THE SALE PARCEL BY ANY HAZARDOUS OR TOXIC SUBSTANCE OR MATERIAL), OR ANY FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, THE TOXIC SUBSTANCES CONTROL ACT, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, AND THE RESOURCE CONSERVATION AND RECOVERY ACT. TI IE FOREGOING SHALL APPLY REGARDLESS OF ANY NEGLIGENCE OR STRICT LIABILITY OF SELLER, ITS AFFILIATES, THEIR EMPLOYEES, AGENTS, OFFICERS, SUCCESSORS OR ASSIGNS. Section 11. Waiver of Consumer Rights. PURCHASER HEREBY WAIVES ITS RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., TEXAS BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL 0424/01 GU. AWAD1VEMH \PSA \WPOOI\Thmehee\RoundRod psaM2 da 9 1390 -46 RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF PURCHASER'S OWN SELECTION, PURCHASER VOLUNTARILY CONSENTS TO THIS WAIVER. PURCHASER EXPRESSLY WARRANTS AND REPRESENTS THAT PURCHASER (A) IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION RELATIVE TO SELLER, AND (B) HAS BEEN REPRESENTED BY LEGAL COUNSEL IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Section 12. Default; Liquidated Damages. (a) Purchaser's Default; Liquidated Damages. IN THE EVENT THE SALE AND PURCHASE OF THE SALE PARCEL SHALL FAIL TO CLOSE AS SET FORTH IN SECTION 5 BECAUSE OF ANY DEFAULT OF PURCHASER HEREUNDER, THE ESCROW FUND SHALL BE AND REMAIN THE PROPERTY OF SELLER AS SELLERS SOLE REMEDY AND AS LIQUIDATED DAMAGES FOR SUCH DEFAULT BY PURCHASER, AND THIS AGREEMENT SHALL BE WITHOUT ANY FURTHER FORCE AND EFFECT, AND WITHOUT FURTHER OBLIGATION OF EITHER PARTY TO THE OTHER. SELLER'S ACTUAL DAMAGES IN THE EVENT OF SUCH DEFAULT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO ASCERTAIN, AND FURTHER, PURCHASER DESIRES TO LIMIT ITS LIABILITY TO SELLER IN THE EVENT THE SALE AND PURCHASE OF THE SALE PARCEL SHALL FAIL TO CLOSE BECAUSE OF ANY DEFAULT OF PURCHASER HEREUNDER. Seller: /7 1390 - 46 (b) Seller's Default; Specific Performance or Retum of Escrow Deposit. In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Sale Parcel for any reason, except Purchaser's default, Purchaser may, as its sole and exclusive remedy, either: (i) enforce specific performance of this Agreement, or (ii) request that the Escrow Fund be returned by the Title Company to Purchaser. If Purchaser elects to enforce specific performance, this action shall be strictly limited to a conveyance of the Sale Parcel, and Purchaser will be deemed to have waived any and all other claims (including, without limitation, claims for damages, out -of- pocket costs, delay, consequential damages, and attorneys' fees) against Seller. In no event shall Seller's failure to cure any title defects (other than a failure to indemnify the Title Company against the two liens referenced in Section 6(c) above) be deemed a breach or default of this Agreement on the part of Seller. Section 13. Notices. Any notices required or desired to be given under this Agreement shall be in writing and personally served, given by overnight express delivery, or given by mail. Telecopy notices shall be deemed valid only to the extent they are (a) actually received by the individual to whom , addressed and (b) followed by delivery of actual notice in the manner described above within three (3) business days thereafter. Any notice given by mail shall be sent, postage prepaid, by certified 04(24/01 G \LAWAOM(UMMP$A(VPOOATl a(c , /R Wndeock man doc 10 mail, return receipt requested, addressed to the party to receive at the following address or at such other address as the party may from time to time direct in writing: Section 14. Assignment. Seller: with copy to: Purchaser: 04/24/01 G \ IAWADMIBMHU PSA /WPO01\TUtth0ROUedROCkps4#2 doe UNION PACIFIC RAILROAD COMPANY ATTN: David P. Thatcher 1800 Famam Street Omaha, Nebraska 68102 Telephone: (402) 997 - 3599 Facsimile: (402) 997 -3601 UNION PACIFIC RAILROAD COMPANY ATTN: Gerard Sullivan, Law Dept. 1416 Dodge Street, Room 830 Omaha, Nebraska 68179 Telephone: (402) 271 -4468 Facsimile: (402) 271 -5610 CITY OF ROUND ROCK ATTN: Stephan L. Sheets 309 E. Main Street Round Rock. Texas 78664 Telephone: (512) 255 -8877 Facsimile: (512) 255 -8986 Title Company: AUSTIN TITLE COMPANY ATTN: Susan Patterson 101 E. Old Settlers Blvd., Suite 100 Round Rock, Texas 78664 Telephone: (512) 255 -3343 Facsimile: (512) 246 -2871 Express delivery notices shall be deemed to be given upon receipt. Postal notices shall be deemed to be given three (3) days after deposit with the United States Postal Service. Copies of all notices to Seller or Purchaser shall be given to Title Company, and copies of all notices to Title Company shall be given to the other party to this Agreement. Purchaser shall not transfer or assign this Agreement, or any interest therein, without the consent in writing of Seller, and it is agreed that any such transfer or assignment, whether voluntary, by operation of law or otherwise, without such consent in writing, shall be absolutely void and shall, at the option of Seller, terminate this Agreement. 11 1390 -46 Section 15. Waiver of Breach. A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Agreement, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. Section 16. Time of the Essence. Time is of the essence of this Agreement. Section 17. Law Governing. This Agreement shall be governed in all respects by the laws of the State of Texas. Section 18. Merger. The terms, provisions, covenants and conditions herein contained shall merge into the deed to be delivered by Seller to Purchaser at closing and shall not survive the closing of escrow, except for the provisions of Sections 4(c), 9, 10, 11, 19 and 21. Section 19. No Brokers. The negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by the parties without the intervention of any person which would give rise to any valid claim against either of the parties hereto for brokerage commissions or other like payment. Each party hereto shall indemnify and hold harmless the other party against and from any and all claims for brokerage commission or other like payment arising out of the transaction contemplated by this Agreement and occasioned by the actions of such indemnifying party. Section 20. Successors and Assigns. Subject to the provisions of Section 14, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. Section 21. Special Provision. Seller, Federal ID No. 94- 6001323, is not a foreign corporation and withholding of Federal Income Tax from the amount realized will not be made by Purchaser. A Certification prepared in conformance with IRS regulations under Section 1445 of the Internal Revenue Code is attached as Exhibit D. W/2aro1 G llAWAD. MBM111PSA \WP001\Thatthcr\RoundRock psap2doc 12 1390 -46 Section 22. Tax- Deferred Exchange. Seller may arrange for the exchange upon the closing of escrow of one or more parcels of property for the Sale Parcel in order to effect a tax - deferred exchange within the meaning of Section 1031 of the Internal Revenue Code of 1954, as amended, and comparable provisions of state statutes. Purchaser agrees to cooperate with Seller in connection with any such exchange. Such cooperation by Purchaser shall include, but is not limited to, executing documents as reasonably may be required by Seller. Section 23. Entire Agreement. 1390 -46 It is understood and agreed that all understandings and agreements, whether written or oral, heretofore had between the parties hereto are merged in this Agreement, which alone fully and completely expresses their agreement, that neither party is relying upon any statement or representation not embodied in this Agreement, made by the other, and that this Agreement may not be changed except by an instrument in writing signed by both parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the date first herein written. 04724/01 G VLAWADM\BMIf PSA \WP0011Thatchcr\RwmdRockpso l doc UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By Title: A V P — (EAL EsT197-E CITY OF ROUND ROCK, a Texas Home Rule Municipality .i 13 ( I I I I I I I-I'I f11-, 3 I.I I I I I I I 1,J -111 I I I I I I.I i W I I I I I I LI �, I.-I I I I I.'I � 7nNJAY. leis � � N•NollOtnpO L v w r « r. «ori .• n P. rrfi�Y p rriarrr rr rafi w•r«urr y r errs rur r c • . r ri G y .r. s� . V , .a. r , f L . d i.� rr.fs . Y .•f.s. rfr r «. ,� .rirr r y . s r s r: i y O •'f P " 48 0/ log � Q _J ravn .a raroa/7Ya' "aunui°y svz 321 >/ jv oll En _ saratl Z•61 a MV Rl • i , ; I 'rG ' 1 � Mill NIII!I 07 STATE OF TEXAS ) COUNTY OF WILLIAMSBURG_) EXHIBIT B DEED WITHOUT WARRANTY KNOW ALL MEN BY THESE PRESENTS: 1390 -46 UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, Grantor, (successor in interest by merger to Union Pacific Railroad Company, a Utah corporation, successor in interest by merger to Missouri Pacific Railroad Company), for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, to it in hand paid by CITY OF ROUND ROCK, a Texas Home Rule Municipality, Grantee, to be addressed at 221 E. Main Street, Round Rock, Texas 78664, the receipt of which is hereby acknowledged, has granted, sold and conveyed, and by these presents does grant, sell and convey, without any warranty, express or implied, (including, without limitation, any warranty or covenant implied under the provisions of Section 5.023 of the Texas Property Code, which provisions are hereby expressly waived by Grantee), unto the said Grantee, the strip or tract of land (hereinafter the "Property ") lying in the County of Williamsburg, State of Texas, described in Exhibit A hereto attached and hereby made a part hereof. Subject to (i) rights of the public in and to any portion of the Property located within the limits of public roads, streets or alleys; (ii) building lines, restrictions, conditions and easements of record, if any; (iii) zoning laws or ordinances affecting the Property, if any; (iv) lawful encroachments, measurements or other facts which a correct survey would show; (v) rights of others in and to all utility lines and appurtenances located on or over the Property, if any; (vi) rights of others in connection with underground pipes, wires or conduits, if any; and (vii) general taxes for the calendar year 2001 and thereafter, and the special taxes assessed and becoming a lien after the date of this deed. EXCEPTING from this deed and RESERVING unto Grantor, its successors and assigns, all coal, oil, gas, and the minerals and mineral rights of whatever nature or description, kind or character, like or unlike, known or unknown, and whether occurring in solid, liquid, vaporous or other and different forms in, on or under the Property; provided, however, that no operation of investigating, exploring, prospecting or mining for or storing or transporting said minerals or any of them, shall be conducted or placed upon the Property. [If the survey to be obtained by Purchaser pursuant to Section 4(b) of the Purchase and Sale Agreement discloses the presence of existing Fiber Optic Improvements (as defined below) on the Property or within five feet (5') of the boundary of the Property, then the following shall be included.] FURTHER EXCEPTING from this deed and RESERVING unto Grantor, its successors and assigns, exclusive PERPETUAL EASEMENTS ten feet (10') in width measured from the centerline of the Fiber Optic Improvements, in, on, over, under and across the Property ( "fiber optics 04/24/01 G {LAWAGMIBMMPSA\WP0011T atch,,/RoundRock psa doc 1 easement property "), in which areas Grantor (and its easement holders, lessees, sublessees, licensees, successors or assigns) shall have the right to own, construct, reconstruct, maintain, operate, use and/or remove existing and/or future communication systems, lines and facilities of every kind and nature, including, but not limited to, all existing facilities, telephone, telegraph, television and fiber optic lines and related equipment (the "Fiber Optics Improvements "). Grantor does further reserve unto itself, its successors and assigns, a limited right -of -way and right of access to the fiber optics easement over and across the Property, for the purposes of the use, enjoyment, maintenance, operation and access to the fiber optics easement property. All Fiber Optics Improvements presently existing on or hereafter constructed on the fiber optics easement property shall remain the personal property of Grantor. Grantor shall be entitled to all revenues derived from all current and future agreements to which Grantor is a party affecting the fiber optics easement property. Grantor further reserves the right to use the subsurface of the fiber optics easement property for any other lawful purpose, including, but not limited to, entering into easements, licenses or leases with third parties. No permanent building, structure or fence and no material or obstruction of any kind or character shall be stored or maintained on said fiber optics easement property which would obstruct or interfere with the easement without the prior written consent of the easement owner. Grantor hereby declares that the Property shall be held, acquired and conveyed by Grantor to Grantee subject to the following covenants, conditions and restrictions which Grantee by the acceptance of this Deed covenants for itself, its successors and assigns, faithfully to keep, observe and perform: (a) No buildings or other structures or improvements taller than one hundred feet (100') shall be constructed or erected on that portion of the Property ( "Restricted Area ") described in Exhibit 13 without prior written approval of Grantor which may be withheld at Grantor's sole and absolute discretion. (b) Grantee, at its sole cost and expense, shall install and maintain, within sixty (60) days after the date of delivery of this Deed, a safety fence to prevent access to or encroachment on the railroad right -of -way of Grantor immediately adjacent to the northerly boundary of the Property. The safety fence shall be of a design and type satisfactory to Grantor, and in compliance with applicable building codes. (c) All plans (engineering construction drawings) for the safety fence and any buildings or structures or improvements proposed to be constructed or erected on the Restricted Area shall be submitted to Grantor addressed as follows: 0.1rz<ro1 G \LA WAD 8MMPSA \WPOO1 \Thuchcr\RoundROck psnl doe Mr. William E. Wimmer Senior Assistant Vice President - Engineering Management Union Pacific Railroad Company 1416 Dodge Street, Room 1030 Omaha, Nebraska 68179 2 1390 -46 (Seal) with copy of transmittal to: for review and approval. Such review by Grantor shall be completed and appropriate response made to Grantee within thirty (30) days after receipt of such plans by Grantor; and it is expressly understood that approval of such plans by Grantor shall not be unreasonably withheld. The foregoing covenants, conditions and restrictions shall run with the land and bind Grantee, its successors and assigns, and benefit Grantor, its successors and assigns. Grantor may enforce such covenants by suit for injunction, damages and /or such other remedies as may be available at law or in equity, and Grantee, its successors and assigns, shall reimburse Grantor for its attorney's fees and other costs of enforcement. TO HAVE AND TO HOLD the same, together with all rights and appurtenances to the same belonging unto said Grantee, its successors and assigns, forever, without any warranty, express or implied, including, without limitation, any warranty or covenant implied under the provisions of Section 5.023 of the Texas Property Code, which provisions are hereby expressly waived by Grantee. IN WITNESS WHEREOF, the Grantor has duly executed this instrument this day of , 2001. UNION PACIFIC RAILROAD COMPANY, Attest: a Delaware corporation Assistant Secretary 04/24 C \ LAWADMWM41N 4A \WY001 \ThachceRoundRock pv1/2 dao Mr. David Thatcher Manager, Real Estate Union Pacific Railroad Company 1800 Famam Street Omaha, Nebraska 68102 By: Title: 3 1390 -46 STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) On , 2001, before me, a Notary Public in and for said County and State, personally appeared and who are the and the Assistant Secretary, respectively, of Union Pacific Railroad Company, a Delaware corporation, and who are personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to in the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. (Seal) ACKNOWLEDGMENT WITNESS my hand and official seal. 04/24/01 G UAWAO11102MMPSA \WP001 \Thatch,NtwndRatpcaN2 doc 4 Notary Public 1390 -46 04 /24/01 G 1LAWADMBMI/1PSA /W P0011ThatcheMWndRock psae2 doc EXHIBIT A TO EXHIBIT B LEGAL DESCRIPTION OF PROPERTY TO BE ATTACHED 5 1390 -46 6433/01 O VAWADM40MH\PSAMPOO HThmchetRoundRak psa/C dcc EXHIBIT B TO EXHIBIT B LEGAL DESCRIPTION OF RESTRICTED AREA TO BE ATTACHED 6 1390 -46 EXHIBIT C PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT 1390 -46 FOR VALUE RECEIVED, UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ( "Assignor "), acting by and through its duly authorized officers, has partially ASSIGNEQ AND TRANSFERRED, and by these presents does partially ASSIGN AND TRANSFER unto CITY OF ROUND ROCK, a Texas Home Rule Municipality, whose address is 221 E. Main Street, Round Rock, Texas 78664 ( "Assignee "), all of Assignor's right, title and interest in and to the licenses ("Licenses ") to the extent the Licenses affect the real property (the "Property ") described on Exhibit A, which Licenses, and all amendments thereto, are described on Exhibit 13, together with all security deposits and other deposits held by Assignor under the terns of said Licenses. TO HAVE AND TO HOLD the Licenses to the extent the same affect the Property unto Assignee, its successors and assigns. This assignment is made and accepted without recourse against Assignor as to the performance by any party under such Licenses. Assignee agrees to (a) perform all of the obligations of Assignor pursuant to the Licenses as they relate to the Property accruing after the date hereof, and (b) indemnify and hold Assignor harmless from and against any and all claims, causes of actions and expenses (including reasonable attorney's fees) incurred by Assignor and arising out of (1) Assignee's failure to comply with terms of the Licenses as they relate to the Property after the date hereof, and (2) claims under the Licenses as they relate to the Property by the licensees named in the Licenses accruing after the date hereof as they relate to the Property. All exhibits attached to this Agreement are incorporated herein for all purposes. The covenants, agreements, representations, and warranties contained herein shall inure to and be binding upon the parties, their successors and assigns. Dated the day of , 2001. 03/21/01 G V.AWADMIOMH\PSA /W P0011THATCHER/ROUNDROCK PSAO2.DOC UNION PACIFIC RAILROAD COMPANY. a Delaware corporation By: Title: CITY OF ROUND ROCK, a Texas Home Rule Municipality By: Title: 1 Omro\ G % A WADMIBMH\ PSA \WPDOI \THATCHER\ROUNDROCKPSAN2 DOC EXHIBIT A TO EXHIBIT C LEGAL DESCRIPTION OF PROPERTY TO BE ATTACHED 2 1390 -46 03/29101 0 \LA WADA1\ BMIIIPSA\ WP001 \THATCHERIROUNDROCKPSAK2DOC EXHIBIT B TO EXHIBIT C LIST OF LICENSES TO BE ASSIGNED 3 1390 -46 • 03/27/01 G.LLA WAD.MBM U/PiA \40001 \TI IATCII ER'.ROUNDROCK PSA02 DOC EXHIBIT D CERTIFICATION OF NON FOREIGN STATUS Under Section 1445(e) of the Internal Revenue Code, a corporation, partnership, trust, or estate must withhold tax with respect to certain transfers of property if a holder of an interest in the entity is a foreign person. To inform the transferee, CITY OF ROUND ROCK, TEXAS, that no withholding is required with respect to the transfer of a U.S. real property interest by UNION PACIFIC RAILROAD COMPANY, the undersigned hereby certifies the following on behalf of UNION PACIFIC RAILROAD COMPANY: 1. UNION PACIFIC RAILROAD COMPANY is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. UNION PACIFIC RAILROAD COMPANY'S U.S. employer identification number is 94- 6001323; and 3. UNION PACIFIC RAILROAD COMPANY'S office address is 1416 Dodge Street, Omaha, Nebraslca 68179, and place of incorporation is Delaware. UNION PACIFIC RAILROAD COMPANY agrees to inform the transferee if it becomes a foreign person at any time during the three year period immediately following the date of this notice. UNION PACIFIC RAILROAD COMPANY understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of UNION PACIFIC RAILROAD COMPANY. UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By: Title: Date: 1 1390 -46 1 ' , DATE: May 4, 2001 SUBJECT: City Council Meeting — May 10, 2001 ITEM: 13.D.8. Consider a resolution authorizing the Mayor to execute a Purchase and Sale Agreement with Union Pacific Railroad Company for the purchase of approximately 19.2 acres. This agreement is for the purchase of property that will be used for various municipal purposes including a water quality pond and a water treatment site. Resource: Jim Nuse, Public Works Director Steve Sheets, City Attorney History: This property is adjacent to current and future City property and will be a valuable asset into the future. Funding: Cost: $836,352.00 Source of funds: G. 0. Funds Outside Resources: Union Pacific Railroad Company ImpactBenefit: This property is adjacent to current and future City property and will be a valuable asset into the future. Public Comment: N/A Sponsor: N/A k 1 oz.: - 2)815 C d �f2 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Round Rock tiD 221 E. Main Street r" Round Rock, Texas 78664 G CO (Space Above for Recorder's Use Only) O 1390 -46 0 CJ DEED WITHOUT WARRANTY C\l STATE OF TEXAS COUNTY OF WILLIAMSON ) KNOW ALL MEN BY THESE PRESENTS: Original UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, Grantor, (successor in interest by merger to Union Pacific Railroad Company, a Utah corporation, successor in interest by merger to Missouri Pacific Railroad Company), for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, to it in hand paid by CITY OF ROUND ROCK, a Texas Home Rule Municipality, Grantee, to be addressed at 221 E. Main Street, Round Rock, Texas 78664, the receipt of which is hereby acknowledged, has granted, sold and conveyed, and by these presents does grant, sell and convey, without any warranty, express or implied, (including, without limitation, any warranty or covenant implied under the provisions of Section 5.023 of the Texas Property Code, which provisions are hereby expressly waived by Grantee), unto the said Grantee, the strip or tract of land (hereinafter the "Property ") lying in the County of Williamson, State of Texas, described in Exhibit A hereto attached and hereby made a part hereof. Subject to (i) rights of the public in and to any portion of the Property located within the limits of public roads, streets or alleys; (ii) building lines, restrictions, conditions and easements of record, if any; (iii) zoning laws or ordinances affecting the Property, if any; (iv) Lawful encroachments, measurements or other facts which a correct survey would show; (v) rights of others in and to all utility lines and appurtenances located on or over the Property, if any; (vi) rights of others in connection with underground pipes, wires or conduits, if any; and (vii) general taxes for the calendar year 2001 and thereafter, and the special taxes assessed and becoming a lien after the date of this deed. EXCEPTING from this deed and RESERVING unto Grantor, its successors and assigns, all coal, oil, gas, and the minerals and mineral rights of whatever nature or description, kind or character, like or unlike, known or unknown, and whether occurring in solid, liquid, vaporous or other and different forms in, on or under the Property; provided, however, that no operation of investigating, exploring, prospecting or mining for or storing or transporting said minerals or any of them, shall be conducted or placed upon the Property. FURTHER EXCEPTING from this deed and RESERVING unto Grantor, its successors and assigns, exclusive PERPETUAL EASEMENTS in, on, over, under and across that portion of the Property described in Exhibits B and C attached hereto and hereby made a part hereof ( "fiber optics easement property "), in which areas Grantor (and its easement holders, lessees, sublessees, licensees, successors or assigns) shall have the right to own, construct, reconstruct, maintain, operate, use and/or remove existing and/or future communication systems, lines and facilities of every kind and nature, including, but not limited to, all existing facilities, telephone, telegraph, television and fiber optic lines and related equipment (the "Fiber Optics Improvements "). Grantor does further reserve unto itself, its successors and assigns, a limited right -of -way and right of access to the fiber optics easement over and across the Property, for the purposes of the use, enjoyment, maintenance, operation and access to the fiber optics easement property. All Fiber Optics Improvements presently existing on or hereafter constructed on the fiber optics easement property shall remain the personal property of Grantor. Grantor shall be entitled to all revenues derived from all current and future agreements to which Grantor is a party affecting the fiber optics easement property. Grantor further reserves the right to use the subsurface of the fiber optics easement property for any other lawful purpose, including, but not limited to, entering into easements, licenses or leases with third parties. No permanent building, structure or fence and no material or obstruction of any kind or character shall be stored or maintained on said fiber optics easement property which would obstruct or interfere with the easement without the prior written consent of the easement owner. FURTHER EXCEPTING from this deed a buried guy wire anchor block for Grantor's radio tower adjacent to the Property and RESERVING unto Grantor, its successors and assigns, a PERPETUAL EASEMENT in, on, over and under that portion of the Property described in Exhibit D attached hereto and hereby made a part hereof ("guy wire easement area "), in which area Grantor, its successors and assigns, shall have the right to own, construction, reconstruct, maintain, operate, use and/or remove existing and/or future guy wire anchor blocks. Grantor does further reserve unto itself, its successors and assigns, a limited right -of -way and right of access to the guy wire easement over and across the Property, for the purposes of the use, enjoyment, maintenance, operation and access to the guy wire easement area. The guy wire anchor block presently existing on or any hereafter constructed on the guy wire easement area shall remain the personal property of Grantor. No permanent building, structure or fence and no material or obstruction of any kind or character shall be stored or maintained on said guy wire easement area which would obstruct or interfere with the easement without the prior written consent of the easement owner. Grantor hereby declares that the Property shall be held, acquired and conveyed by Grantor to Grantee subject to the following covenants, conditions and restrictions which Grantee by the acceptance of this Deed covenants for itself, its successors and assigns, faithfully to keep, observe and perform: (a) No buildings or other structures or improvements taller than one hundred feet (100') shall be constructed or erected on that portion of the Property G WAWADMIBMFNSA \WPOOOTheicher'RoundRo Deeth Wamntydoc 2 • ("Restricted Area") described in Exhibit E without prior written approval of Grantor which may be withheld at Grantor's sole and absolute discretion. (b) Grantee, at its sole cost and expense, shall install and maintain, within sixty (60) days after the date of delivery of this Deed, a safety fence to prevent access to or encroachment on the railroad right -of -way of Grantor immediately adjacent to the northerly boundary of the Property. The safety fence shall be of a design and type satisfactory to Grantor, and in compliance with applicable building codes. (c) All plans (engineering construction drawings) for the safety fence and any buildings or structures or improvements proposed to be constructed or erected on the Restricted Area shall be submitted to Grantor addressed as follows: with copy of transmittal to: Vice President - Engineering Management Union Pacific Railroad Company 1416 Dodge Street, Room 1030 Omaha, Nebraska 68179 Mr. David Thatcher Senior Manager, Real Estate Union Pacific Railroad Company 1800 Farnam Street Omaha, Nebraska 68102 for review and approval. Such review by Grantor shall be completed and appropriate response made to Grantee within thirty (30) days after receipt of such plans by Grantor; and it is expressly understood that approval of such plans by Grantor shall not be unreasonably withheld. The foregoing covenants, conditions and restrictions shall run with the land and bind Grantee, its successors and assigns, and benefit Grantor, its successors and assigns. Grantor may enforce such covenants by suit for injunction, damages and/or such other remedies as may be available at law or in equity, and Grantee, its successors and assigns, shall reimburse Grantor for its attorney's fees and other costs of enforcement. TO HAVE AND TO HOLD the same, together with all rights and appurtenances to the same belonging unto said Grantee, its successors and assigns, forever, without any warranty, express or implied, including, without limitation, any warranty or covenant implied under the provisions of Section 5.023 of the Texas Property Code, which provisions are hereby expressly waived by Grantee. G U. AWADM\ BhIIMSAM POOMIatcherUtoundRock.DadwoWamnty da 3 i< IN WITNESS WHEREOF, the Grantor has duly executed this instrument this 2 0 day of September, 2001. Attest: G \ LAWADM \BMIN'SAMP001 \ ThatchealioundRodcDeedwoWarranty doc UNION PACIFIC RAILROAD COMPANY, a Delaware corporation Title: 'Assistant Vice Presiden By: 4 STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) On September .Z6 , 2 b me Notary Public in and for said County and State, personally appeared and Barbara Holder who are the Assistant Vice President - Law and the Assistant Secretary, respectively, of Union Pacific Railroad Company, a Delaware corporation, and who are personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to in the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. (Seal) WITNESS my hand and official seal. GENERAL HOTARY.Slate of Nebraska BEVERLY A. MEEKS 6H Comm Exp. Sept 2. 2003 G V. AWADM1DMMPSAMPppl \ilalcheAltwndRotk.DadwoWartanty doc ACKNOWLEDGMENT 5 722 .x - . i.4- Not Public 17.71 Acre Tract • Page 1 of 3 EXHIBIT "A" DESCRIPTION FOR A 17.71 ACRE TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY, ABSTRACT NO. 298, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 68.36 ACRE TRACT AS DESCRIBED IN THAT DEED TO THE INTERNATIONAL AND GREAT NORTHERN RAILROAD COMPANY AND RECORDED IN VOLUME 22, PAGE 441 OF THE DEED RECORDS OF SAID COUNTY, SAID 17.71 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING on a 'h" iron rod found on the northwesterly corner of a called 6.83 acre tract as described in that deed to Bert Hall and wife, Lyndel Hall and recorded in Volume 606, Page 667 of said Deed Records, same being on the easterly right -of -way line of U. S. Highway 81, also known as Mays Street (right -of -way width varies), same being an angle point hereof, from which a concrete monument found on an angle point of the said easterly right -of -way line of U. S. Highway 81 bears, S 19° 19' 52" E for a distance of 404.93 feet; THENCE with the said southerly line of the 68.36 Acre Tract, in part with the northerly line of Lots 1 and 2 Bradshaw Subdivision (unrecorded), crossing the said right -of -way of U. S. Highway 81, S 67° 24' 03" W for a distance of 325.28 feet to a calculated point in Lakecreek, same being an angle point hereof, from which a 42" live oak referenced in said Volume 22, Page 441 bears, N 28° 30' 00" E for a distance of 44.25 feet; THENCE continuing with the said southerly line of the 68.36 Acre Tract, same being the northerly line of said Bradshaw Subdivision, the following two (2) courses and distances: 1) N 65° 09' 06" W for a distance of 167.00 feet to a calculated point on an angle point hereof; 2) N 69° 54' 06" W for a distance of 226.47 feet to a capped '/2" iron rod set on the northwesterly corner hereof, from which a %2" iron rod found bears, N 69° 54' 06" W for a distance of 303.54 feet; THENCE through the interior of said 68.36 Acre Tract, the following four (4) courses and distances: 1) N 41° 36' 38" E for a distance of 311.69 feet to a capped 'A" iron rod set on a point of curvature hereof; 2) with the arc of a curve to the right, having a radius of 2650.00 feet, an arc length of 1033.07 feet, a central angle of 22° 20' 10 ", and a chord which bears, N 52° 46' 43" E for a distance of 1026.55 feet to a capped %2" iron rod set on an angle point hereof; 17.71 Acre Tract Page 2 of 3 3) S 19° 20' 51" E for a distance of 181.83 feet to a capped %2" iron rod set on an interior ell corner hereof; 4) N 70° 39' 09" E for a distance of 300.00 feet to a capped %2" iron rod set on the westerly line of Lake Creek Subdivision, a subdivision recorded in Cabinet B, Slide 283 of the Plat Records of said County, same being the northeasterly corner hereof, from which a %2" iron rod found on the northwesterly corner of said Lake Creek Subdivision bears, N 19° 20' 51" W for a distance of 201.36 feet; THENCE with the westerly line of the said Lake Creek Subdivision, S 19° 20' 51" E passing a 60D nail found on the southwesterly comer of Lot 3, Block A, of said Lake Creek Subdivision, same being the northwesterly corner of Lot 2, Block A, of said Lake Creek Subdivision, at a distance of 207.07 feet, continuing for a total distance of 502.32 feet to a capped %2" iron rod set in Lakecreek on the southwesterly corner of Lot 1, Block A, of said Lake Creek Subdivision, same being the northwesterly corner of Lot 14, Block A, Dove Creek Subdivision Section One, a subdivision recorded in Cabinet B, Slide 238 of said Plat Records, same being the northeasterly corner of Lot 13, Block A, of said Dove Creek Subdivision, same being the southeasterly comer hereof; THENCE in part with the northerly line of said Lot 13 and Lot 12, Block A, of said Dove Creek Section One, S 61° 43' 48" W passing a %2" iron rod found on the northwesterly corner of said Lot 13, same being the northeasterly comer of said Lot 12, at a distance of 133.77 feet, continuing for a total distance of 195.57 feet to a capped %2" iron rod set in Lakecreek, same being the northwesterly corner of said Lot 12, same being on the easterly line of said 6.83 Acre Tract, same being an angle point hereof, from which a concrete monument found on the southeasterly corner of said 6.83 Acre Tract bears, S 02° 45' 51" E for a distance of 487.57 feet; THENCE with the said easterly line of the 6.83 Acre Tract, N 02° 45' 15" W for a distance of 42.18 feet to a calculated point in Lakecreek, same being the northeasterly corner of said 6.83 Acre Tract, same being an interior ell corner hereof; THENCE with the northerly line of said 6.83 Acre Tract, the following two (2) courses and distances: 1) S 68 09' 23" W for a distance of 113.60 feet to a %2" iron rod found on the northerly comer of a called 0.1904 acre tract of land as described in that deed to Bert Hall and wife, Lyndel L. Hall and recorded in Volume 988, Page 564 of the Official Records of said County, same being the northeasterly corner of a called 0.5 acre tract of land as described in that deed to the City of Round Rock and recorded in Volume 271, Page 526 of said Deed Records, same being an angle point hereof, 17.71 Acre Tract • Page 3 of 3 2) with the northerly line of said 0.5 Acre Tract and said 0.1904 Acre Tract, S 68° 18' 24" W for a distance of 142.72 feet to a %2" iron rod found on the northwesterly corner of said 0.1904 Acre Tract, same being an angle point hereof; THENCE with the westerly line of said 0.1904 Acre Tract, S 21 27' 41" E for a distance of 12.37 feet to a calculated point on the southerly line of said 68.36 Acre Tract, same being an angle point hereof; THENCE with the southerly line of said 68.36 Acre Tract, S 73 21' 55" W for a distance of 140.33 feet to a calculated point on the northerly line of said 0.5 Acre Tract, same being an angle point hereof; THENCE with the northerly line of said 6.83 Acre Tract, the following two (2) courses and distances: 1) with the northerly line of said 0.5 Acre Tract, S 68 18' 24" W for a distance of 82.55 feet to a %2" iron rod found on the northwesterly corner of said 0.5 Acre Tract, same being an angle point hereof; 2) S 67 37' 51" W for a distance of 271.04 feet to the POINT OF BEGINNING hereof and containing 17.71 acres of land. All bearings are grid bearings based on the Texas State Plane Coordinate System, Central Zone NAD83. Surveyed under the direct supervision of the undersigned: ence A. Hunt egistered Professional Land Surveyor BAKER- AICKLEN & ASSOCIATES, 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244-9620 Job No.: 601 - 777 -20 Dated ©/ File Name: W.\ PROJECTS \CORR\RAILROAD\DOC\RAILROAD.doc 0.039 Acre Tract Page 1 oft EXHIBIT B DESCRIPTION FOR A 0.039 ACRE (1692 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY, ABSTRACT NO. 298, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 68.36 ACRE TRACT AS DESCRIBED IN THAT DEED TO THE INTERNATIONAL AND GREAT NORTHERN RAILROAD COMPANY AND RECORDED IN VOLUME 22, PAGE 441 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.039 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR REFERENCE on a 'A" iron rod found on the northwesterly corner of a called 6.83 acre tract as described in that deed to Bert Hall and wife, Lyndel Hall and recorded in Volume 606, Page 667 of said Deed Records, same being on the easterly right -of -way line of U. S. Highway 81, also known as Mays Street (right -of -way width varies), same being an angle point hereof, from which a concrete monument found on an angle point of the said easterly right -of -way line of U. S. Highway 81 bears, S 19° 19' 52" E for a distance of 404.93 feet; THENCE with the said southerly line of the 68.36 Acre Tract, in part with the northerly line of Lots 1 and 2 Bradshaw Subdivision (unrecorded), crossing the said right -of -way of U. S. Highway-81, S 67° 24' 03" W for a distance of 325.28 feet to a calculated point in Lakecreek, same being an angle point hereof, from which a 42" live oak referenced in said Volume 22, Page 441 bears, N 28° 30' 00" E for a distance of 44.25 feet; THENCE continuing with the said southerly line of the 68.36 Acre Tract, same being the northerly line of said Bradshaw Subdivision, the following two (2) courses and distances: 1) N 65° 09' 06" W for a distance of 167.00 feet to a calculated point on an angle point hereof; 2) N 69° 54' 06" W for a distance of 226.47 feet to a capped Y2" iron rod set on the northwesterly comer hereof, from which a %z" iron rod found bears, N 69 54' 06" W for a distance of 303.54 feet; THENCE through the interior of said 68.36 Acre Tract, N 41° 36' 38" E for a distance of 28.61 feet to a the southwesterly comer and POINT OF BEGINNING hereof; 0.039 Acre Tract Page 2 of 2 THENCE continuing through the interior of said 68.36 Acre Tract, the following five (5) courses and distances: 1) N 41 36' 38" E for a distance of 283.08 feet to a capped 'A" iron rod set on a point of curvature hereof; 2) with the arc of a curve to the right, having a radius of 2650.00 feet, an arc length of 53.79 feet, a central angle of 01° 09' 46 ", and a chord which bears, N 42° 11' 31" E for a distance of 53.79 feet to the northeasterly corner hereof; 3) S 13° 45' 26" E for a distance of 7.61 feet to the southeasterly comer hereof; 4) S 34° 51' 17" W for a distance of 24.79 feet to an angle point hereof; 5) S 43° 25' 11" W for a distance of 308.07 feet to the POINT OF BEGINNING hereof and containing 0.039 acre of land. All bearings are grid bearings based on the Texas State Plane Coordinate System, Central Zone NAD83. Surveyed under the direct supervision of the undersigned: nce A. Hunt istered Professional Land Surveyor N BAKER- AICKLEN & ASSOCIATES, IN 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244 -9620 Job No.: 601- 777 -20 E/D /O/ Dafed F,Ie Name: W:\PROJEGTS \CORK\ RAILROAD \DOC\EASEMENT- Telephoeel.doc 0.117 Acre Tract Page 1 of 2 EXHIBIT C DESCRIPTION FOR A 0.117 ACRE (5,093 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY, ABSTRACT NO. 298, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 68.36 ACRE TRACT AS DESCRIBED IN THAT DEED TO THE INTERNATIONAL AND GREAT NORTHERN RAILROAD COMPANY AND RECORDED IN VOLUME 22, PAGE 441 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.117 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR REFERENCE on a /2" iron rod found on the northwesterly corner of a called 6.83 acre tract as described in that deed to Bert Hall and wife, Lyndel Hall and recorded in Volume 606, Page 667 of said Deed Records, same being on the easterly right -of -way line of U. S. Highway 81, also known as Mays Street (right -of -way width varies), same being an angle point hereof, from which a concrete monument found on an angle point of the said easterly right -of -way line of U. S. Highway 81 bears, S 19° 19' 52" E for a distance of 404.93 feet; THENCE with the said southerly line of the 68.36 Acre Tract, in part with the northerly line of Lots 1 and 2 Bradshaw Subdivision (unrecorded), crossing the said right -of -way of U. S. Highway 81, S 67° 24' 03" W for a distance of 325.28 feet to a calculated point in Lakecreek, same being an angle point hereof, from which a 42" live oak referenced in said Volume 22, Page 441 bears, N 28° 30' 00" E for a distance of 44.25 feet; THENCE continuing with the said southerly line of the 68.36 Acre Tract, same being the northerly line of said Bradshaw Subdivision, the following two (2) courses and distances: 1) N 65° 09' 06" W for a distance of 167.00 feet to a calculated point on an angle point hereof; 2) N 69° 54' 06" W for a distance of 200.18 feet to the southwesterly corner and POINT OF BEGINNING hereof; THENCE continuing with the said southerly line of the 68.36 Acre Tract, N 69 54' 06" W for a distance of 10.67 feet to the northwesterly corner hereof, from which a capped Y2" iron rod set bears, N 69° 54' 06" W for a distance of 15.62 feet; THENCE through the interior of said 68.36 Acre Tract, the following eleven (11) courses and distances: 1) N 40° 34' 03" E for a distance of 129.58 feet to an angle point hereof; 2) N 19 14' 40" E for a distance of 11.54 feet to an angle point hereof; • 0.117 Acre Tract Page 2 of 2 3) N 45° 47' 24" E for a distance of 62.71 feet to an angle point hereof; 4) N 40 28' 38" E for a distance of 221.29 feet to an angle point hereof; 5) N 38° 19' 33" E for a distance of 48.22 feet to an angle point hereof; 6) with the are of a curve to the right, having a radius of 2650.00 feet, an arc length of 74.75 feet, a central angle of O1 36' 58 ", and a chord which bears, N 46 00' 51" E for a distance of 74.75 feet to the northeasterly corner hereof; 7) S 38° 19' 33" W for a distance of 122.48 feet to an angle point hereof; 8) S 40° 28' 38" W for a distance of 221.94 feet to an angle point hereof; 9) S 45° 47' 24" W for a distance of 60.82 feet to an angle point hereof; 10) S 19° 14' 40" W for a distance of 11.06 feet to an angle point hereof; 11) S 40° 34' 03" W for a distance of 127.73 feet to the POINT OF BEGINNING hereof and containing 0.117 acre of land. All bearings are grid bearings based on the Texas State Plane Coordinate System, Central Zone NAD83. Surveyed under the direct supervision of the undersigned: nce A. Hunt istered Professional Land Surveyor BAKER - AICKLEN & ASSOCIATES, 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244-9620 Job No.. 601- 777 -20 File Name: W:\ PROJECTS \CORR\ RAILROAD \DOC\EASEMENT- Telephone2.doc 0.045 Acre Tract ' Page 1 of 2 EXHIBIT D DESCRIPTION FOR A 0.045 ACRE (1,944 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY, ABSTRACT NO. 298, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 68.36 ACRE TRACT AS DESCRIBED IN THAT DEED TO THE INTERNATIONAL AND GREAT NORTHERN RAILROAD COMPANY AND RECORDED IN VOLUME 22, PAGE 441 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.045 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR REFERENCE on a 60D nail found on the southwesterly corner of Lot 3, Block A, Lake Creek Subdivision, a subdivision recorded in Cabinet B, Slide 283 of the Plat Records of said County, same being the northwesterly comer of Lot 2, Block A, of said Subdivision, THENCE with the westerly line of said Subdivision, N 19° 20' 51" W for a distance of 207.07 feet to a capped %z" iron rod set, THENCE through the interior of said 68.36 Acre Tract, S 70° 39' 09" W for a distance of 103.65 feet to the northeasterly corner and POINT OF BEGINNING hereof; THENCE through the interior of said 68.36 Acre Tract, the following two (2) courses and distances: 0.045 Acre Tract Page 2 of 2 1) with the arc of a curve to the right, having a radius of 50.00 feet, an arc length of 115.03 feet, a central angle of 131° 48' 47 ", and a chord which bears S 70° 39' 09" W for a distance of 91.29 feet to the southwesterly corner hereof, from which a capped %" iron rod set bears, S 70° 39' 09" W for a distance of 105.06 feet; 2) N 70° 39' 09" E for a distance of 91.29 feet to the POINT OF BEGINNING hereof and containing 0.045 acre of land. All bearings are grid bearings based on the Texas State Plane Coordinate System, Central Zone NAD83. Surveyed under the direct supervision of the undersigned: ence A. Hunt egistered Professional Land Surveyor BAKER - AICKLEN & ASSOCIATES, 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244-9620 Job No.: 601- 777 -20 P 7/%7 D ted Fdc Name. W: NROJECTS \CORR\RAILROADIDOC\EASEMENT2 doc 0.548 Acre Tract Page 1 of 2 EXHIBIT E DESCRIPTION FOR A 0.548 ACRE TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY, ABSTRACT NO. 298, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 68.36 ACRE TRACT AS DESCRIBED IN THAT DEED TO THE INTERNATIONAL AND GREAT NORTHERN RAILROAD COMPANY AND RECORDED IN VOLUME 22, PAGE 441 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.548 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR REFERENCE on a 60D nail found on the southwesterly corner of Lot 3, Block A, Lake Creek Subdivision, a subdivision recorded in Cabinet B, Slide 283 of the Plat Records of said County, same being the northwesterly corner of Lot 2, Block A, of said Subdivision, THENCE with the westerly line of said Subdivision, N 19° 20' 51" W for a distance of 207.07 feet to a capped %z" iron rod set, THENCE through the interior of said 68.36 Acre Tract, S 70° 39' 09" W for a distance of 216.07 feet to the northeasterly corner and POINT OF BEGINNING hereof; THENCE through the interior of said 68.36 Acre Tract, S 05° 55' 50" W for a distance of 568.80 feet to the southerly line of said 68.36 Acre Tract; THENCE with the southerly line of said 68.36 Acre Tract, S 73 21' 55" W for a distance of 76.83 feet to the southwesterly corner hereof; THENCE through the interior of said 68.36 Acre Tract, the following two (2) courses and distances: 1) N 11° 19' 50" E for a distance of 593.81 feet to the northwesterly corner hereof, from which a capped '' /z" iron rod found bears, S 70° 39' 09" W for a distance of 67.27 feet; . 0.548 Acre Tract Page 2 of 2 2) N 70° 39' 09" E for a distance of 16.66 feet to the POINT OF BEGINNING hereof and containing 0.548 acre of land. • All bearings are grid bearings based on the Texas State Plane Coordinate System, Central Zone NAD83. Surveyed under the direct supervision of the undersigned: ence A. Hunt egistered Professional Land Surveyor N BAKER - AICKLEN & ASSOCIATES, IN 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244-9620 Job No.: 601 - 777 -20 File Name: W.\ PROJECTS \CORR\RAILROAD\DOC\EASEMENT.doc FILED MD RECORDED OFFICIAL PUBLIC RECORDS 01- 14- 2002` 01:42 PM 2002003889 ANDERSON $39.00 NANCY E. RISTER COUNTY CLERK WILLIAMSON COUNTY, TEXAS O7 D: ted a SCANNED #_i / 1 ISSUED BY OWNER POLICY OF TITLE INSURANCE .LawyerglitleInsurance Grp oration 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 descnbed in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the tale; 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 seal to be hereunto affixed by Its duly authonzed officers, the Policy to become valid when countersigned by an authonzed officer or agent of the Company. Attest 1,1 �✓„� Texas Owner's Policy T -1 (Rev. 1 -1 -93) Cover Page Form 1178 -22 �psUegp� y vitS£A1, yrr Secretary fi �i 1925 LAWYERS TITLE INSURANCE CORPORATION By: EXCLUSIONS FROM COVERAGE President The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' 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; (111) 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 to 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 Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Detects, 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 to the insured claimant and not disclosed in venting 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 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 unmarketabildy 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, (:4 the subordination or recharacterizatlon of the estate or interest Insured by this Policy as a result of the application of the doctnne 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 ajudgment or lien creditor. ORIGINAL 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 (nsured by operation of law as distinguished from purchase including, but not limited to, heirs, distnbutees, 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 distnbution of the assets of the corporation upon partial or complete Ilquldaton, (11) 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 distnbution 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 wniten trust instrument, or 68) the successors In Interest to a trustee or trust resulting Irom 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 tens 'land' does not Include any property beyond the lines of the area descnbed or referred to In Schedule A, nor any nght, 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 (I) 'public records' records established under stale statutes at Dale of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge With respect to Secllon 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 distnct 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 Polity 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 (n force in favor of any purchaser from the insured of either (I) an estate or interest In the land, or (11) 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 i5 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 hen, 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 (s 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 hen, encumbrance, adverse claim or defect i5 valid, the Company shall take one of the following actions (1) institute the necessary proceedings to dear the Ilen, encumbrance, adverse claim or detect from the title to the estate as insured, (II) indemnify the insured as provided in this policy, (ii() 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, 11 a mortgagee policy, the amount of the loan, (Iv) indemndy another tide insurance company in connection with its issuance of a polcy(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 (q through (v) herein. CONDITIONS AND STIPULATIONS 4. DEFENSE AND PROSECUTION OF ACTIONS: DUTY OF INSURED CLAIMANT TO COOPERATE. (a) Upon wntten 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 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 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 those causes of action that allege maners 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 provisiem 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 junsdiction and expressly reserves the nght, in Its sole discretion, to appeal from any adverse judgment or order. (0) 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 nght 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 Companys expense, shall give the company all reasonable aid (q in any action or proceeding, secunng 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 Companys 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 requmng 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 swom to by the insured claimant shall be furnished to the Company within 91 days alter the insured shall ascertain the facts giving nse to the Is or damage The proof of loss or damage shall descnbe the detect 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. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Companys 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, if requested by any authorized representative of the Company, the insured claimant shall grant its permission, in wntirg, for any aulhonzed 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 far examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information tram 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 aulhonzed 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 for cancellation contmued on next page of cover sheet 0218933 L 491 $ * ** *680,407.20 $* *4,637.00 1000 CASE NUMBER 2001 RR 218933 -G (215) /khs LAWYERS TITLE INSURANCE CORPORATION OWNER POLICY OF TITLE INSURANCE OF D POLICY IN POLICY NUMBER 1/14/2002 $ * ** *680,407.20 0218933 SCHEDULE A 1. Name of Insured: CITY OF ROUND ROCK, A TEXAS HOME RULE MUNICIPALITY 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 MUNICIPALITY 4. The land referred to in this policy is described as follows: BEING ABSTRACT ACRES NO. IN W WIL ILLIAMSON COUNTY, TEXAS, FAND THE BEINGYMOORR REPARTICU PARTICULARLY DESCRIBED IN EXHIBIT "A" ATTACHED HERETO. Texas Owner's Policy T -1 (Rev. 1 -1 -93) Schedule A Countersigned AUSTIN TITLE COMPANY / S �z�. • - u e Valid Only If Schedule B And Cover Page Are Attached 17.71 Acre Tract Page 1 of 3 EXHIBIT "A" DESCRIPTION FOR A 17.71 ACRE TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY, ABSTRACT NO. 298, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 68.36 ACRE TRACT AS DESCRIBED IN THAT DEED TO THE INTERNATIONAL AND GREAT NORTHERN RAILROAD COMPANY AND RECORDED IN VOLUME 22, PAGE 441 OF THE DEED RECORDS OF SAID COUNTY, SAID 17.71 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING on a 'A" iron rod found on the northwesterly corner of a called 6.83 acre tract as described in that deed to Bert Hall and wife, Lyndel Hall and recorded in Volume 606, Page 667 of said Deed Records, same being on the easterly right -of -way line of U. S. Highway 81, also known as Mays Street (right -of -way width varies), same being an angle point hereof, from which a concrete monument found on an angle point of the said easterly right -of -way line of U. S. Highway 81 bears, S 19° 19' 52" E for a distance of 404.93 feet; THENCE with the said southerly line of the 68.36 Acre Tract, in part with the northerly line of Lots 1 and 2 Bradshaw Subdivision (unrecorded), crossing the said right -of -way of U. S. Highway 81, S 67° 24' 03" W for a distance of 325.28 feet to a calculated point in Lakecreek, same being an angle point hereof, from which a 42" live oak referenced in said Volume 22, Page 441 bears, N 28° 30' 00" E for a distance of 44.25 feet; THENCE continuing with the said southerly line of the 68.36 Acre Tract, same being the northerly line of said Bradshaw Subdivision, the following two (2) courses and distances: 1) N 65° 09' 06" W for a distance of 167.00 feet to a calculated point on an angle point hereof; 2) N 69° 54' 06" W for a distance of 226.47 feet lb a capped ' /z" iron rod set on the northwesterly comer hereof, from which a 'A" iron rod found bears, N 69° 54' 06" W for a distance of 303.54 feet; THENCE through the interior of said 68.36 Acre Tract, the following four (4) courses and distances: 1) N 41° 36' 38" E for a distance of 311.69 feet to a capped 'A" iron rod set on a point of curvature hereof; 2) with the arc of a curve to the right, having a radius of 2650.00 feet, an arc length of 1033.07 feet, a central angle of 22° 20' 10 ", and a chord which bears, N 52° 46' 43" E for a distance of 1026.55 feet to a capped ''/2" iron rod set on an angle point hereof; 17.71 Acre Tract • Page 2 of 3 3) S 19° 20' 51" E for a distance of 181.83 feet to a capped ''/2" iron rod set on an interior ell corner hereof; 4) N 70° 39' 09" E for a distance of 300.00 feet to a capped ''/2" iron rod set on the westerly line of Lake Creek Subdivision, a subdivision recorded in Cabinet B, Slide 283 of the Plat Records of said County, same being the northeasterly corner hereof, from which a ' /2" iron rod found on the northwesterly comer of said Lake Creek Subdivision bears, N 19 20' 51" W for a distance of 201.36 feet; THENCE with the westerly line of the said Lake Creek Subdivision, S 19 20' 51" E passing a 60D nail found on the southwesterly corner of Lot 3, Block A, of said Lake Creek Subdivision, same being the northwesterly corner of Lot 2, Block A, of said Lake Creek Subdivision, at a distance of 207.07 feet, continuing for a total distance of 502.32 feet to a capped %2" iron rod set in Lakecreek on the southwesterly corner of Lot 1, Block A, of said Lake Creek Subdivision, same being the northwesterly corner of Lot 14, Block A, Dove Creek Subdivision Section One, a subdivision recorded in Cabinet B, Slide 238 of said Plat Records, same being the northeasterly corner of Lot 13, Block A, of said Dove Creek Subdivision, same being the southeasterly corner hereof; THENCE in part with the northerly line of said Lot 13 and Lot 12, Block A, of said Dove Creek Section One, S 61° 43' 48" W passing a''/" iron rod found on the northwesterly corner of said Lot 13, same being the northeasterly corner of said Lot 12, at a distance of 133.77 feet, continuing for a total distance of 195.57 feet to a capped 'A" iron rod set in Lakecreek, same being the northwesterly corner of said Lot 12, same being on the easterly line of said 6.83 Acre Tract, same being an angle point hereof, from which a concrete monument found on the southeasterly corner of said 6.83 Acre Tract bears, S 02° 45' 51" E fora distance of 487.57 feet; THENCE with the said easterly line of the 6.83. Acre Tract, N 02 45' 15" W for a distance of 42.18 feet to a calculated point in Lakecreek, same being the northeasterly corner of said 6.83 Acre Tract, same being an interior ell corner hereof; THENCE with the northerly line of said 6.83 Acre Tract, the following two (2) courses and distances: 1) S 68° 09' 23" W for a distance of 113.60 feet to a' /2" iron rod found on the northerly comer of a called 0.1904 acre tract of land as described in that deed to Bert Hall and wife, Lyndel L. Hall and recorded in Volume 988, Page 564 of the Official Records of said County, same being the northeasterly corner of a called 0.5 acre tract of land as described in that deed to the City of Round Rock and recorded in Volume 271, Page 526 of said Deed Records, same being an angle point hereof; • • 17.71 Acre Tract S 4 . Page 3 of 3 2) with the northerly line of said 0.5 Acre Tract and said 0.1904 Acre Tract, S 68° 18' 24" W for a distance of 142.72 feet to a %2" iron rod found on the northwesterly corner of said 0.1904 Acre Tract, same being an angle point hereof; THENCE with the westerly line of said 0.1904 Acre Tract, S 21 27' 41" E for a distance of 12.37 feet to a calculated point on the southerly line of said 68.36 Acre Tract, same being an angle point hereof; THENCE with the southerly line of said 68.36 Acre Tract, S 73° 21' 55" W for a distance of 140.33 feet to a calculated point on the northerly line of said 0.5 Acre Tract, same being an angle point hereof; THENCE with the northerly line of said 6.83 Acre Tract, the following two (2) courses and distances: 1) with the northerly line of said 0.5 Acre Tract, S 68° 18' 24" W for a distance of 82.55 feet to a 'A" iron rod found on the northwesterly comer of said 0.5 Acre Tract, same being an angle point hereof; 2) S 67° 37' 51" W for a distance of 271.04 feet to the POINT OF BEGINNING hereof and containing 17.71 acres of land. All bearings are grid bearings based on the Texas State Plane Coordinate System, Central Zone NAD83. . Surveyed under the direct supervision of the undersigned: rence A. Hunt egistered Professional Land Surveyor BAKER - AICKLEN & ASSOCIATES, 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244 -9620 Job No • 601- 777 -20 Dat d File Name: W \ PROJECTS \CORRVWILROAD\DOC\RAILROAD.doc 0.039 Acre Tract Page 1 of 2 EXHIBIT B DESCRIPTION FOR A 0.039 ACRE (1692 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY, ABSTRACT NO. 298, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 68.36 ACRE TRACT AS DESCRIBED IN THAT DEED TO THE INTERNATIONAL AND GREAT NORTHERN RAILROAD COMPANY AND RECORDED IN VOLUME 22, PAGE 441 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.039 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR REFERENCE on a '/" iron rod found on the northwesterly corner of a called 6.83 acre tract as described in that deed to Bert Hall and wife, Lyndel Hall and recorded in Volume 606, Page 667 of said Deed Records, same being on the easterly right -of -way line of U. S. Highway 81, also known as Mays Street (right -of -way width varies), same being an angle point hereof, from which a concrete monument found on an angle point of the said easterly right -of -way line of U. S. Highway 81 bears, S 19° 19' 52" E for a distance of 404.93 feet; THENCE with the said southerly line of the 68.36 Acre Tract, in part with the northerly line of Lots 1 and 2 Bradshaw Subdivision (unrecorded), crossing the said right -of -way of U. S. Highway -81, S 67° 24' 03" W for a distance of 325.28 feet to a calculated point in Lakecreek, same being an angle point hereof, from which a 42" live oak referenced in ' said Volume 22, Page 441 bears, N 28° 30' 00" E for a distance of 44.25 feet; THENCE continuing with the said southerly line of the 68.36 Acre Tract, same being the northerly line of said Bradshaw Subdivision, the following two (2) courses and distances: 1) N 65° 09' 06" W for a distance of 167.00 feet to a calculated point on an angle point hereof; 2) N 69° 54' 06" W for a distance of 226.47 feet to a capped ' /2" iron rod set on the northwesterly comer hereof, from which a 'A" iron rod found bears, N 69 54' 06" W for a distance of 303.54 feet; THENCE through the interior of said 68.36 Acre Tract, N 41° 36' 38" E for a distance of 28.61 feet to a the southwesterly corner and POINT OF BEGINNING hereof; 0.039 Acre Tract ' Page2of2 THENCE continuing through the interior of said 68.36 Acre Tract, the following five (5) courses and distances: 1) N 41° 36' 38" E for a distance of 283.08 feet to a capped '/" iron rod set on a point of curvature hereof; 2) with the arc of a curve to the right, having a radius of 2650.00 feet, an are length of 53.79 feet, a central angle of 01° 09' 46 ", and a chord which bears, N 42° 11' 31" E for a distance of 53.79 feet to the northeasterly comer hereof; 3) S 13° 45' 26" E for a distance of 7.61 feet to the southeasterly corner hereof; 4) S 34° 51' 17" W for a distance of 24.79 feet to an angle point hereof; 5) S 43° 25' 11" W for a distance of 308.07 feet to the POINT OF BEGINNING hereof and containing 0.039 acre of land. All bearings are grid bearings based on the Texas State Plane Coordinate System, Central Zone NAD83. Surveyed under the direct supervision of the undersigned: Job No.: 601-777-20 nce A. Hunt istered Professional Land Surveyor N BAKER- AICKLEN & ASSOCIATES, IN 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244-9620 8/7 / 0 / Da(ed File Name: W:\ PROJECTS \CORK\ RAILROAD \DOC\EASEMENT- Telephonel.doc 0.1 17 Acre Tract Page l of 2 EXHIBIT C DESCRIPTION FOR A 0.117 ACRE (5,093 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY, ABSTRACT NO. 298, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 68.36 ACRE TRACT AS DESCRIBED IN THAT DEED TO THE INTERNATIONAL AND GREAT NORTHERN RAILROAD COMPANY AND RECORDED IN VOLUME 22, PAGE 441 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.117 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR REFERENCE on a ' / :" iron rod found on the northwesterly comer of a called 6.83 acre tract as described in that deed to Bert Hall and wife, Lyndel Hall and recorded in Volume 606, Page 667 of said Deed Records, same being on the easterly right -of -way line of U. S. Highway 81, also known as Mays Street (right -of -way width varies), same being an angle point hereof, from which a concrete monument found on an angle point of the said easterly right -of -way line of U. S. Highway 81 bears, S 19° 19' 52" E for a distance of 404.93 feet; THENCE with the said southerly line of the 68.36 Acre Tract, in part with the northerly line of Lots 1 and 2 Bradshaw Subdivision (unrecorded), crossing the said right -of -way of U. S. Highway 81, S 67 24' 03" W for a distance of 325.28 feet to a calculated in Lakecreek, same being an angle point hereof, from which a 42" live oak referenced in said Volume 22, Page 441 bears, N 28° 30' 00" E for a distance of 44.25 feet; THENCE continwng with the said southerly line of the 68.36 Acre Tract, same being the northerly line of said Bradshaw Subdivision, the following two (2) courses and distances: 1) N 65° 09' 06" W for a distance of 167.00 feet to a calculated point on an angle point hereof; 2) N 69 54' 06" W for a distance of 200.18 feet to the southwesterly corner and POINT OF BEGINNING hereof; THENCE continuing with the said southerly line of the 68.36 Acre Tract, N 69 54' 06" W for a distance of 10.67 feet to the northwesterly corner hereof, from which a capped %" iron rod set bears, N 69° 54' 06" W for a distance of 15.62 feet; THENCE through the interior of said 68.36 Acre Tract, the following eleven (11) courses and distances: 1) N 40° 34' 03" E for a distance of 129.58 feet to an angle point hereof; 2) N 19° 14' 40" E for a distance of 11.54 feet to an angle point hereof; 0.117 Acre Tract Page 2 of 2 3) N 45 47' 24" E for a distance of 62.71 feet to an angle point hereof; 4) N 40° 28' 38" E for a distance of 221.29 feet to an angle point hereof; 5) N 38° 19' 33" E for a distance of 48.22 feet to an angle point hereof; 6) with the arc of a curve to the right, having a radius of 2650.00 feet, an arc Length of 74.75 feet, a central angle of 01° 36' 58 ", and a chord which bears, N 46° 00' 51" E for a distance of 74.75 feet to the northeasterly comer hereof; 7) S 38 19' 33" W for a distance of 122.48 feet to an angle point hereof; 8) S 40° 28' 38" W for a distance of 221.94 feet to an angle point hereof; 9) S 45° 47' 24" W for a distance of 60.82 feet to an angle point hereof; 10) S 19 14' 40" W for a distance of 11.06 feet to an angle point hereof; 11) S 40° 34' 03" W for a distance of 127.73 feet to the POINT OF BEGINNING hereof and containing 0.117 acre of land. All bearings are grid bearings based on the Texas State Plane Coordinate System, Central Zone NAD83. _ Surveyed under the direct supervision of the undersigned: nce A. Hunt istered Professional Land Surveyor BAKER - AICKLEN & ASSOCIATES, 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244-9620 Job No.: 601- 777 -20 e d /e D ed File Name: W:\PROJECTS \CORMA ILROAD \DOC\EASEMENT- Telephone2.doc x.045 Acre Tract • • Page 1 of 2 EXHIBIT D DESCRIPTION FOR A 0.045 ACRE (1,944 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY, ABSTRACT NO. 298, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 68.36 ACRE TRACT AS DESCRIBED IN THAT DEED TO THE. INTERNATIONAL AND GREAT NORTHERN RAILROAD COMPANY AND RECORDED IN VOLUME 22, PAGE 441 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.045 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR REFERENCE on a 60D nail found on the southwesterly corner of Lot 3, Block A, Lake Creek Subdivision, a subdivision recorded in Cabinet B, Slide 283 of the Plat Records of said County, same being the northwesterly comer of Lot 2, Block A, of said Subdivision, THENCE with the westerly line of said Subdivision, N 19° 20' 51" W for a distance of 207.07 feet to a capped' /z" iron rod set, THENCE through the interior of said 68.36 Acre Tract, S 70° 39' 09" W for a distance of 103.65 feet to the northeasterly corner and POINT OF BEGINNING hereof; THENCE through the interior of said 68.36 Acre Tract,.the following two (2) courses and distances: ' 0.045 Acre Tract Page2of2 1) with the arc of a curve to the right, having a radius of 50.00 feet, an arc length of 115.03 feet, a central angle of 131° 48' 47 ", and a chord which bears S 70° 39' 09" W for a distance of 91.29 feet to the southwesterly comer hereof, from which a capped Y2" iron rod set bears, S 70° 39' 09" W for a distance of 105.06 feet; 2) N 70° 39' 09" E for a distance of 91.29 feet to the POINT OF BEGINNING hereof and containing 0.045 acre of land. All bearings are grid bearings based on the Texas State Plane Coordinate System, Central Zone NAD83. Surveyed under the direct supervision of the undersigned: nce A. Hunt egistered Professional Land Surveyor BAKER - AICKLEN & ASSOCIATES, 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244-9620 Job No.: 601- 777 -20 4 7/7 D t ed File Name: W:\ PROJECTS\ CORR\RAILROAD\DOC\EASEMENT2.doc 0.548 Acre Tract ' Page 1 of 2 EXHIBIT E DESCRIPTION FOR A 0.548 ACRE TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY, ABSTRACT NO. 298, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 68.36 ACRE TRACT AS DESCRIBED IN THAT DEED TO THE INTERNATIONAL AND GREAT NORTHERN RAILROAD COMPANY AND RECORDED IN VOLUME 22, PAGE 441 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.548 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR REFERENCE on a 60D nail found on the southwesterly corner of Lot 3, Block A, Lake Creek Subdivision, a subdivision recorded in Cabinet B, Slide 283 of the Plat Records of said County, same being the northwesterly corner of Lot 2, Block A, of said Subdivision, THENCE with the westerly line of said Subdivision, N 19° 20' 51" W for a distance of 207.07 feet to a capped'' h" iron rod set, THENCE through the interior of said 68.36 Acre Tract, S 70° 39' 09" W for a distance of 216.07 feet to the northeasterly corner and POINT OF BEGINNING hereof; THENCE through the interior of said 68.36 Acre Tract, S 05° 55' 50" W for a distance of 568.80 feet to the southerly line of said 68.36 Acre Tract; THENCE with the southerly line of said 68.36 Acre Tract, S 73° 21' 55" W for a distance of 76.83 feet to the southwesterly corner hereof; THENCE through the interior of said 68.36 Acre Tract, the following two (2) courses and distances: 1) N 11° 19' 50" E for a distance of 593.81 feet to the northwesterly corner hereof, from which a capped '''/" iron rod found bears, S 70° 39' 09" W for a distance of 67.27 feet; 0.548 Acre Tract Page 2 of 2 2) N 70° 39' 09" E for a distance of 16.66 feet to the POINT OF BEGINNING hereof and containing 0.548 acre of land. All bearings are grid bearings based on the Texas State Plane Coordinate System,' Central Zone NAD83. Surveyed under the direct supervision of the undersigned: ence A. Hunt egistered Professional Land Surveyor N BAKER - AICKLEN & ASSOCIATES, IN 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244-9620 lob No : 601- 777 -20 00/ Filc Name: W:\ PROJECTS \CORRWAILROAD\DOC\EASEMENT.doc Texas Owner's Policy T -1 (Rev. 1 -1 -93) Schedule B LAWYERS TITLE INSURANCE CORPORATION OWNER POLICY OF TITLE INSURANCE CASE NUMBER DATE OF POLICY 2001 RR 218933 -G (215) /khs 1/14/2002 SCHEDULE B POLICY NUMBER RIGHTS OF TENANTS IN POSSESSION AS TENANTS ONLY UNDER ANY AND ALL UNRECORDED LEASE AND /OR RENTAL AGREEMENTS. 0218933 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 pf 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): DEED RECORDED AS DOCUMENT #2002003889, OFFICIAL PUBLIC RECORDS, WILLIAMSON COUNTY, TEXAS. 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 lan 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 2001 , and subsequent years; and subsequent taxes and assessments by any t 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. TERMS, CONDITIONS AND STIPULATIONS OF THAT CERTAIN EASEMENT DATED JUNE 24 1997 EXECUTED BY UNION PACIFIC RAILROAD COMPANY TO MCI TELECOMMUNICATIONS RECORDED AS DOCUMENT #9729596 OFFICIAL PUBLIC RECORDS W ILL T MSO ND C OUUNNTY, TEXAS. 0S. SAID EASEMENT S HOWN ON SURVEY BY LAWRENC A. 8. AREA OVER AND ACROSS SUBJECT PROPERTY RESTRICTED FOR TOWER SIGNALS. 9. POSSIBLE UNRECORDED EASEMENT FOR RIGHT - OF - WAY AS GRAPHICALLY SHOWN IN ( CONT. ON SCH. B, PAGE 2 ) Valid Only If Schedule A And Cover Page Are Attached LAWYERS TITLE INSURANCE CORPORATION OWNER POLICY OF TITLE INSURANCE CASE NUMBER DATE OF POLICY NUMBER POLICY 2001 RR 218933 -G (215) /khs 1/14/2002 0218933 SCHEDULE S TXDOT RIGHT -OF -WAY MAP OF STATE HIGHWAY NO. (2) US 81. OVER AND ACROSS THE WESTERLY PORTION OF PROPERTY, AS SHOWN ON SURVEY BY LAWRENCE A. HUNT, DATED AUGUST 7, 2001. 10. EASEMENTS FOR FIBER OPTICS AND GUY WIRE ANCHOR AND LIMITED RIGHT -OF -WAYS AS RESERVED IN DEED DATED SEPTEMBER 20 2001 RECORDED AS DOCUMENT #2002003889, OFFICIAL PUBLIC RECORDS, WILLIAMSON COUNTY, TEXAS. 11. ALL COAL, OIL AND GAS AND MINERALS RETAINED IN DEED FROM UNION PACIFIC RAILROAD COMPANY A DELAWARE CORPORATION RECORDED AS DOCUMENT #2002003889, OFFICIAL PUBLIC RECORDS, WILLIAMSON COUNTY, TEXAS. 12. RIGHTS, IF ANY OF ANY HOLDER OF AN COAL, OIL AND GAS OR MINERAL INTEREST IN THE LAND INSURED HEREIN TO EXERCISE ANY RIGHT TO USE THE SURFACE ESTATE BY PHYSICALLY DAMAGING PARTIALLY OR TOTALLY, PERMANENT BUILDINGS ON THE LAND IN ORDER TO EXPLO FOR OR DEVELOP SAID COAL OIL AND GAS OR MINERAL INTERESTS. COMPANY INSURES THE INSURED AGAINST LOSS, IF ANY SUSTAINED BY THE INSURED UNDER THE TERMS OF THIS POLICY BY REASON OF THE ENFORCEMENT OF SAID RIGHTS AS TO THE LAND. COMPANY AGREES TO PROVIDE DEFENSE TO THE INSURED IN ACCORDANCE WITH THE TERMS OF THIS POLICY IF SUIT IS BROUGHT AGAINST THE INSURED TO ENFORCE SAID RIGHTS AS TO THE LAND. 13. TEXAS DATED DECEMBER 1, AND AND BETWEEN RAILROADRCOMPANY DATED (AS LICENSOR) AND NE*TEL OF INC. DBA NEXTEL COMMUNICATIONS (AS D O C UM E N T # 200MEMORANDUM 217 OFF WHICH ICIALPUBL AICRECORDS, DECEMBER COUNTY S , TEXAS. 14. NO LIABILITY IS ASSUMED BY REASON OF THE FOLLOWING, SHOWN ON SURVEY BY LAWRENCE A. HUNT, DATED JULY 11, 2001. A. ENCROACHMENT OR PROTRUSION OF FENCES INTO OR OUTSIDE THE BOUNDARY LINES OF SUBJECT PROPERTY. B. ENCROACHMENT OF BUILDINGS AND OTHER IMPROVEMENTS OVER THE BOUNDARY LINES OF SUBJECT PROPERTY ALONG THE SOUTHERLY PROPERTY LINE. C. POSSIBLE AREA OF CONFLICT ALONG THE EASTERLY PORTION OF THE SOUTHERLY PROPERTY LINE. D. OVERHEAD ELECTRIC LINES TRAVERSING SUBJECT PROPERTY Texas Owner's Policy T -1 (Rev. 1 -1 -93) Valid Only If Schedule A Schedule 13 And Cover Page Are Attached " SCANNED # a? i V 1' • (b) To Pay or Othervase 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' 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, or (e1) 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 authonzed by the Company up to the time of payment and which the Company i5 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 of (I) the Amount of Insurance stated in Schedule A, (a) 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 detect, lien 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 staled in Schedule A at the Date of Policy Is less than 80 percent of the value of the Insured estate or interest or the lull consideration paid for the land, whichever is less, or of subsequent to the Date of Policy an improvement is erected on the land which increases the 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 lolloweng (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 (0) 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 stated in Schedule A bears to the sum of the Amount of Insurance staled in Schedule A and the amount expended for the Improvement The provisions of this paragraph shall not apply to costs, attorneys' lees 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 amount 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 loss or damage caused thereby (5) 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 01 all appeals Therefrom, adverse to the title as insured (c) The Company shall not be liable for loss or damage to any insured for aa61ti[y voluntanly assumed by the Insured in settling any claim or suit without the poor wnffen 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 Canto 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 'CONDI1hONS 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 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 10 all nghis 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 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 nghis 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 nghis 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 01 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 nght of subrogation (b) The Company's Rights Against Non - Insured Obligors The Companys right of subrogation against non - insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guarantees, other policies of insurance or bonds, notwithstanding any terms or conditions contained In those instruments that provide for subrogation nghis 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 01 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 5100011 of a policy provision or other obligation All arbitrable matters when the Amount of Insurance Is 51,000,000 or less SHALL BR 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 I5 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 attomeys' 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 junsdecbon 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, 11 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 anses out of the status of the Iltie.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 wnteng endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authonzed 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 m 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 1he Company that issued the policy. 11 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 811 - 0019499 Juyers]Jt Insurance @rporation A LVIDANFAIG COMP TEXAS OWNER POLICY OF TITLE INSURANCE ISSUED BY La uyeriFtlejnstuance @@potation 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 Lawyers I"de Insurance @rporation 7557 Rambler Road, Suite 1200 Dallas, Texas 75231 TOLL FREE NUMBER: 1 -800- 442 -7067