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R-02-05-09-16A1 - 5/9/2002RESOLUTION NO. R- 02- 05- 09 -16A1 WHEREAS, the City desires to purchase property located at 2015 Lamar Drive for additional City office space, and WHEREAS, ELJH, Ltd. the owner of the property, has agreed to sell said property to the City, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Real Estate Contract with ELJH, Ltd. for the purchase of the above described property, a copy of said Real Estate Contract being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 9th day of May, ST: CHRISTINE R. MARTINEZ, City Secr ary :• ODMA\ NORLDOX\ O:\ WDOX\ RR90LOTI \R20509A1.WPD/r2022BE1/ I ci! GI�`(' RO A. STLUKA, J , Mayor City of Round Rock, Texas State of Texas County of Williamson REAL ESTATE CONTRACT THIS CONTRACT OF SALE ( "Contract ") is made by and between ELJH, LTD, a Texas Limited Partnership (referred to in this Contract as "Seller ") and the CITY OF ROUND ROCK, a Texas Home Rule City of 221 E. Main St. Round Rock, Williamson County, Texas (referred to in this Contract as "Purchaser "), upon the terms and conditions set forth in this Contract. ARTICLE I PURCHASE AND SALE By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, the tract of land situated in Williamson County, Texas, being more particularly described as follows: Lot "A" of Resubdivision of Lot 4, Blk. 3, Round Rock North Industrial Business Park, Section II, a subdivision in Williamson County, Texas, according to the map or plat thereof recorded in Cabinet J, Slide 116, Plat Records of Williamson County, Texas; together with all and singular the rights and appurtenances pertaining to the property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights -of -way (all of such real property, rights, and appurtenances being referred to in this Contract as the "Property "), together with any improvements, fixtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price for the Property shall be the sum of Four Hundred Ninety Thousand and no /100 Dollars ($190,0vv.vJ) L49 5 oco,e Payment of Purchase Price 2.02. The Purchase Price shall be paid in cash at the closing. ®PFDeektop \:: ODMA /WORLDOX /0. /WDOX /CORK /ONL /RRN IND /00023671.MPO /sls 1 1 q EXHIBIT „A„ ARTICLE III PURCHASER'S OBLIGATIONS Conditions to Purchaser's Obligations 3.01. The obligations of Purchaser hereunder to consummate the transaction contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the closing). Preliminary Title Commitment 3.02. Seller has previously, at Seller's sole cost and expense, caused Title Resources Guaranty Company (the "Title Company ") to issue a preliminary title report (the "Title Commitment ") on the Property. Purchaser hereby acknowledges that the condition of title as set forth in the title binder is satisfactory, with the exception of Schedule B.9(F) and Schedule C.5(A) through (E). Seller shall undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser at or prior to Closing. In the event Seller is unable to do so, this Contract shall thereupon be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser. Survey 3.03. Within twenty (20) days from the date hereof, Seller, at Seller's sole cost and expense, shall cause to be delivered a current plat or survey of the Property, prepared by a duly licensed Texas land surveyor acceptable to Purchaser. The survey shall be staked on the ground, and the plat shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights -of -way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the property and shall set forth the number of total acres comprising the Property, together with a metes and bounds description thereof. New Surveys and Tests 3.04. Within twenty (20) days after the date hereof Purchaser is granted the right to conduct an engineering survey and feasibility study of the Property, and in this connection Purchaser or Purchaser's designated agents may enter upon the premises for purposes of soil analysis, core drilling, environmental survey, or other tests which may be deemed necessary to Purchaser or Purchaser's engineer. If it should be determined by Purchaser in Purchaser's sole judgment that the Property is not suitable for the intended purposes, then and in this event, Purchaser may, on written notice to Seller 2 received prior to thirty (30) days from the date hereof, terminate this Contract and it shall be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser. If the written notice is not received within this 30 day period, the condition shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. Miscellaneous Conditions 3.05. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the closing. ARTICLE IV CLOSING The closing shall be held at the Title Company, on or before May 31, 2002, or at such time, date, and place as Seller and Purchaser may agree upon (which date is herein referred to as the "closing date "). (i) (ii) Seller's Obligations 4.01. At the closing Seller shall: (a) Deliver to Purchaser a duly executed and acknowledged General Warranty Deed conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: General real estate taxes for the year of closing and subsequent years not yet due and payable; Any exceptions approved by Purchaser pursuant to Article III hereof; and (iii) Any exceptions approved by Purchaser in writing. (b) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued by Title Company, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title to the Property subject only to those title exceptions listed above, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy. 3 (c) Deliver to Purchaser possession of the Property. Purchaser's Obligations 4.02 At the Closing, Purchaser shall pay the cash portion of the purchase price. Prorations 4.03 General real estate taxes for the then current year relating to the Property, shall be prorated as of the closing date and shall be adjusted in cash at the closing. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation. All special taxes or assessments to the closing date shall be paid by Seller. Closing Costs 4.04 All costs and expenses of closing in consummating the sale and purchase of the Property shall be borne and paid as follows: Owner's Title Policy paid by Seller; Survey paid by Seller; Filing fees for deed paid by Purchaser; Filing fees for release(s) paid by Seller; Title curative matters, if any, paid by Seller; Attorney's fees paid by each respectively. ARTICLE V REAL ESTATE COMMISSIONS It is understood and agreed that there are no brokers involved in the negotiation and consummation of this Contract. ARTICLE VI ESCROW DEPOSIT For the purpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser has delivered to Title Company, the sum of One Thousand Dollars ($1,000), the Escrow Deposit, which shall be paid by the title company to Seller in the event Purchaser breaches this Contract as provided in Article VIII hereof. At the closing, the Escrow Deposit shall be paid over to Seller and applied to the cash portion of the purchase price, provided, however, that in the event the Purchaser shall have given written notice to the title company that one or more of the conditions to its obligations set forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, in the manner and as 4 provided for in Article III, then the Escrow Deposit shall be forthwith returned by the title company to Purchaser. ARTICLE VII BREACH BY SELLER 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 Property for any reason, except Purchaser's default, Purchaser may: (1) enforce specific performance of this Contract; (2) request that the Escrow Deposit shall be forthwith returned by the title company to Purchaser; or (3) bring suit for damages against Seller. ARTICLE VIII BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to (1) bring suit for damages against Purchaser; or (2) receive the Escrow Deposit from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller's sole remedy hereunder in such event. ARTICLE IX MISCELLANEOUS Assignment of Contract 9.01. (a) This Contract may not be assigned without the express written consent of Seller. Survival of Covenants (b) Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. Notice (c) Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, 5 as the case may be, at the address set forth opposite the signature of the party. Texas Law to Apply (d) This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Parties Bound (e) This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. Legal Construction (f) In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded (g) This Contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. Time of Essence (h) Time is of the essence in this Contract. Gender (i) Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Memorandum of Contract (j) Upon request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. 6 Dated this day of April, 2002. SELLER: ELJH, LTD, A T LIMI ED PARTNERSHIP g,ti/L !r its General Partner PURCHASER: CITY OF ROUND ROCK, TEXAS By: Robert A. Stluka, Jr., Mayor 221 E. Main Street Round Rock, Texas 78664 7 I I i < O S F� 14111# <ERS 8<VD ♦ ' pEe�'JO . G�MP ot*S 3 (`'S WilOw` 0 •i4 0- 00 , • 0. * ., at.. - 0 $ $t AIPOS..0. t■ 11 4 4 ****10 N A 2015 LAMAR 0:1 DATE: May 3, 2002 SUBJECT: City Council Meeting — May 9, 2002 ITEM: 16.A.1. Consider a resolution authorizing the Mayor to execute a Real Estate Contract with ELJH, Ltd. for the purchase of property located at 2015 Lamar Drive for additional city office space. Resource: Jim Nuse, Director of Public Works Tom Word, Chief Transportation Engineer History: Staff is looking into purchasing the property located on Lamar to accommodate emergency space needs for various departments. Funding: Cost: $495,000 Source of funds: $254,478 from Savings from McConico Bldg. (2000 CO's) and $240,522 from General Self Financed Construction Funds Outside Resources: E.L.J.H. Ltd. Impact/Benefit: Addition of this space will significantly improve the efficiency of the signs and signal operations of the City. Public Comment: N/A Sponsor: N/A State of Texas County of Williamson REAL ESTATE CONTRACT THIS CONTRACT OF SALE ( "Contract ") is made by and between ELJH, LTD, a Texas Limited Partnership (referred to in this Contract as "Seller ") and the CITY OF ROUND ROCK, a Texas Home Rule City of 221 E. Main St. Round Rock, Williamson County, Texas (referred to in this Contract as "Purchaser "), upon the terms and conditions set forth in this Contract. ARTICLE I PURCHASE AND SALE By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, the tract of land situated in Williamson County, Texas, being more particularly described as follows: Lot "A" of Resubdivision of Lot 4, Blk. 3, Round Rock North Industrial Business Park, Section II, a subdivision in Williamson County, Texas, according to the map or plat thereof recorded in Cabinet J, Slide 116, Plat Records of Williamson County, Texas; together with all and singular the rights and appurtenances pertaining to the property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights -of -way (all of such real property, rights, and appurtenances being referred to in this Contract as the "Property "), together with any improvements, fixtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price for the Property shall be the sum of Four Hundred Ninety Thousand and no /100 Dollars ($ - Bg0.0cF) 49 5/ D08 •15 Payment of Purchase Price 2.02. The Purchase Price shall be paid in cash at the closing. PPDeak[op \:: ODMA R/ / WORLOO X /0: /WDOR /COR0NL /RRNINO/ 00023671.WPO/ s 1 s 2-02-05-09-144H ARTICLE III PURCHASER'S OBLIGATIONS Conditions to Purchaser's Obligations 3.01. The obligations of Purchaser hereunder to consummate the transaction contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the closing). Preliminary Title Commitment 3.02. Seller has previously, at Seller's sole cost and expense, caused Title Resources Guaranty Company (the "Title Company ") to issue a preliminary title report (the "Title Commitment ") on the Property. Purchaser hereby acknowledges that the condition of title as set forth in the title binder is satisfactory, with the exception of Schedule B.9(F) and Schedule C.5(A) through (E). Seller shall undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser at or prior to Closing. In the event Seller is unable to do so, this Contract shall thereupon be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser. Survey 3.03. Within twenty (20) days from the date hereof, Seller, at Seller's sole cost and expense, shall cause to be delivered a current plat or survey of the Property, prepared by a duly licensed Texas land surveyor acceptable to Purchaser. The survey shall be staked on the ground, and the plat shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights -of -way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the property and shall set forth the number of total acres comprising the Property, together with a metes and bounds description thereof. New Surveys and Tests 3.04. Within twenty (20) days after the date hereof Purchaser is granted the right to conduct an engineering survey and feasibility study of the Property, and in this connection Purchaser or Purchaser's designated agents may enter upon the premises for purposes of soil analysis, core drilling, environmental survey, or other tests which may be deemed necessary to Purchaser or Purchaser's engineer. If it should be determined by Purchaser in Purchaser's sole judgment that the Property is not suitable for the intended purposes, then and in this event, Purchaser may, on written notice to Seller 2 received prior to thirty (30) days from the date hereof, terminate this Contract and it shall be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser. If the written notice is not received within this 30 day period, the condition shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. Miscellaneous Conditions 3.05. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the closing. ARTICLE IV CLOSING The closing shall be held at the Title Company, on or before May 31, 2002, or at such time, date, and place as Seller and Purchaser may agree upon (which date is herein referred to as the "closing date "). Seller's Obligations 4.01. At the closing Seller shall: (a) Deliver to Purchaser a duly executed and acknowledged General Warranty Deed conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (i) General real estate taxes for the year of closing and subsequent years not yet due and payable; (ii) Any exceptions approved by Purchaser pursuant to Article III hereof; and (iii) Any exceptions approved by Purchaser in writing. (b) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued by Title Company, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title to the Property subject only to those title exceptions listed above, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy. 3 (c) Deliver to Purchaser possession of the Property. Purchaser's Obligations 4.02 At the Closing, Purchaser shall pay the cash portion of the purchase price. Prorations 4.03 General real estate taxes for the then current year relating to the Property, shall be prorated as of the closing date and shall be adjusted in cash at the closing. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation. All special taxes or assessments to the closing date shall be paid by Seller. Closing Costs 4.04 All costs and expenses of closing in consummating the sale and purchase of the Property shall be borne and paid as follows: Owner's Title Policy paid by Seller; Survey paid by Seller; Filing fees for deed paid by Purchaser; Filing fees for release(s) paid by Seller; Title curative matters, if any, paid by Seller; Attorney's fees paid by each respectively. ARTICLE V REAL ESTATE COMMISSIONS It is understood and agreed that there are no brokers involved in the negotiation and consummation of this Contract. ARTICLE VI ESCROW DEPOSIT For the purpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser has delivered to Title Company, the sum of One Thousand Dollars ($1,000), the Escrow Deposit, which shall be paid by the title company to Seller in the event Purchaser breaches this Contract as provided in Article VIII hereof. At the closing, the Escrow Deposit shall be paid over to Seller and applied to the cash portion of the purchase price, provided, however, that in the event the Purchaser shall have given written notice to the title company that one or more of the conditions to its obligations set forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, in the manner and as 4 provided for in Article III, then the Escrow Deposit shall be forthwith returned by the title company to Purchaser. ARTICLE VII BREACH BY SELLER 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 Property for any reason, except Purchaser's default, Purchaser may: (1) enforce specific performance of this Contract; (2) request that the Escrow Deposit shall be forthwith returned by the title company to Purchaser; or (3) bring suit for damages against Seller. ARTICLE VIII BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to (1) bring suit for damages against Purchaser; or (2) receive the Escrow Deposit from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller's sole remedy hereunder in such event. ARTICLE IX MISCELLANEOUS Assignment of Contract 9.01. (a) This Contract may not be assigned without the express written consent of Seller. Survival of Covenants (b) Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. Notice (c) Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, 5 as the case may be, at the address set forth opposite the signature of the party. Texas Law to Apply (d) This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Parties Bound (e) This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. Legal Construction (f) In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded (g) This Contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. Time of Essence (h) Time is of the essence in this Contract. Gender (i) Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Memorandum of Contract (j) Upon request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. 6 Dated this / U day of 3 002. SELLER: ELJH, LTD, A T LIMI ED PARTNERSHIP PURCHASER: CIT OF RO ' / R I . K, `i EXAS ^fit A. Stluka, �, Mayor By: 221 E. Main Street Round Rock, Texas 78664 7 �JI �G .4 a it k its General Partner September 28, 2001 Mr. Tom Jones, Vice President First Mercantile Bank 17950 Preston Road, Suite 100 Dallas, TX 75252 Dear Mr. Jones: (5) CURT FRIEDLAND & ASSOCIATES REAL PROPERTY .APPRAISERS xn.SOOTf( 1ST STxr:cr M 1n,2_i AUSTIN. 'IN `.,COI 012,4]) -1591 FAX 1512147l -1=n1 Re: Appraisal of the office /warehouse building located at 2015 Lamar Drive, Round Rock. Williamson County, Texas As requested, we have inspected the above - referenced property and considered those factors that we deemed pertinent in arriving at an estimate of value. We have conducted a market study of real estate acti'-ity in the immediate vicinity of the .subject property and analyzed sales, offerings, and other developments which have occurred in the market area For the purposes of this assignment. our definition of value conforms to and reflects all assumption of the Market Value Definition as established in 12 C.F.R. Part 323.2f: Market Value is defined as the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fir sale. the buyer and seller each acting prudently and knowledgeably. and assuming the price is not affected by undue stimulus. implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (1) Buyer and seller are typically motivated; (2) Both parties are well informed or well advised, and acting in what they consider their own best interests; (3) A reasonable time is allowed for exposure in the open market; (4) Payment is made in terms of cash in U.S. dollars, or in terms of financial arrangements comparable thereto; and The price represents the normal consideration for the property sold unaffected by special or creative financing or sas concessions granted by anyone associated with the sale. i Mr. Tom Jones, Vice President Page 2 1 It should be noted that our estimate of value for the subject property is based upon an "as is" basis. Based upon our investigation, it is our opinion that as of September 17, 2001, the "market value" of I the subject property is as follows: $510,000 I FIVE HUNDRED TEN THOUSAND DOLLARS The above market value estimate assumes a marketing period of the subject property within twelve months or less. I Your attention is directed to the following data which, in part, forms the basis of our conclusions. Should you have any questions, please contact us. I Sincerely, 1 Curt Friedland, Appraiser (TX- 1320284 -G) 1 1 Enclosure 1 1 1 1 1 1 OWNER POLICY OF TITLE INSURANCE ISSUED BY Title Resources Guaranty Company SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, Title Resources Guaranty Company, a Texas corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Any statutory or constitutional mechanic's, contractor's, or materialman'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 and; 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, Title Resources Guaranty Company has caused this policy to be signed and sealed by its duly authorized officers as of Date of Policy shown in Schedule A. f v f112 76t fw An Authorized Signature 11 105643 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; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect lien or encumbrance resulting from a violation or alleged violation selecting the land has been recorded in the public records at Dale 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 noticed a defect lien or encumbrance resulting home 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 thereol has been recorded in the public records at Dale 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. EXCLUSIONS FROM COVERAGE Title Resources Guaranty Company B re 2 sidant P P C(A- 4 -e 771 Secretary 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered. assumed or agreed to by the insured claimant (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the dale 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 unmarketabiliy of Me title. 5. Any claim which arises out of the transaction vesting in the person named in paragraph 3 of Schedule A thd 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 (1) the transaction creating the estate or interest of the Insured by this Policy being deemed a fraudulent conveyance or fraudulent transfer or a voidable distribution or voidable dividend, (ii) the subordination or recharaclenzabon of the estate or interest being insured by this Policy as a result of the application of the doctrine of equitable subordination or (iii) the transaction creating the estate or interest insured by this Policy being deemed a preferential transfer except where the preferential transfer results from the failure of Me Company or its issuing agent to timely file for record the instrument of transfer to the Insured after delivery or Ile failure of such recordation to impan notice to a purchaser for value or a judgment or lien creditor, FORM T -1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 10/1/1997 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "insured ": the insured named in Schedule A, and. subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished Irom purchase including, but not limited lo, heirs, drslribulees, 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 distribut0n of the assets 01 the corporation upon partial or complete liquidation; pi) the partnership successors in Interest to a general or limited partnership which dissolves but does not terminate; (iii) the successors in interest to a general or limited partnership resulting from the distribution of the assets of the general or limited partnership upon partial or complete liquidation; (iv) the successors in interest to aloint venture resulting from the distribution of the assets of the joint venture upon partial or complete liquidation; (v) the successor or substitute truslee(s) of a trustee named in a written trust instrument; Or (vi the successors in interest to a trustee or trust resulting from the distribution of all or part of the assets of the truss to the beneficiaries thereof (b) "insured claimant ": an insured claiming Toss or damage. (0) "knowledge" or "known" actual knowledge, not constructive knowledge or notice that may be imputed to an inured by reason o1 the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (d) "land " - the land described or referred to In Schedule A, and improvements affixed thereto that by law constitute real property The term "land" does not include any property beyond the lines of the area described or referred to in Schedule A. nor any right title, interest. estate or easement in abutting streets, roads, avenues, alleys, lanes. ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this pobcy. (e) "mortgage ": mortgage, deed of trust trust deed, or other security instrument. (t) "public records ": records established under state statutes at Demo! Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section 1(0)00) of the Exclusions From Coverage, "public records" also shall include environmental protection liens filed in the records of the clerk of the United Stales district court for the district in which the land is located. (g) "access": legal right of access to the land and not the physical condition of access. The coverage provided as to access does not assure the adequacy of access for the use intended. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE. The coverage of this policy shall continue in - force as of Dale of Policy in favor of an insured only so long as the insured retains an estate or interest in the land. or holds an indebtedness secured by a purchase money mortgage given by a purchaser Irom the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured In any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured 01 either Man estate or interest In the land, or (ii) an indebtedness secured by a purchase money mortgage given to the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The i sured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, or (it) in case knowledge shall come to an insured hereunder of any claim of title or interest That is adverse to the tine 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 prejudicethe rights 01 any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of Inc prejudice. When, after the dale of the policy, the insured n0tifies Me Company as required herein of a lien. encumbrance, adverse claim or other defect in tide 10 the estate or interest in the and insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien. encumbrance, adverse claim or defect is valid and not barred by law or statute. The Company shall notify the insured in writing. within a reasonable time, of as 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 detect is not covered by this policy, or was otherwise addressed In the closing of the transaction in connection with which this policy was issued. the Company shall specifically advise the insured of the reasons for its determination.If the Company concludes that the lien, encumbrance, adverse claim or detect is valid, the Company shall take one of the following actions: (1) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the title to the estate as insured; (ii) indemnity the insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefor, issue to the insured claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the land insured by this policy, a policy of title insurance without exception IOr the lien, encumbrance, adverse claim or defect said policy to be in an amount equal to the current value of the property or, it a mortgagee policy, the amount of the loan; (iv) indemniy'another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect (v) secure a release or other document discharging the lien, encum- brance, adverse claim or defect or (vi) undertake a combination of (i) through (v) herein, CONDITIONS AND STIPULATIONS 4. DEFENSE AND PROSECUTION OF ACTIONS: DUTY OF INSURED CLAIMANT TO COOPERATE. (a) Upon written request by the insured and subject t0 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 staled 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 (subjecttn the right of the insured lo object for reasonable cause) to represent the insured as to those staled 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 tees. costs or expenses incurred by the insured in the defense of those causes 01 action that allege matters not insured against by This policy. (b) The Company shall have the right al 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 Me 1111010 the estate or interest, as insured, or to prevent or reduce loss or damage to the insured. The Company may lake any appro- priate action under the terms oI this policy, whether or not it shell be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. lithe Company shall exercise its rights under this paragraph, it shall do so diligently. (0) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy. the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (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 10 the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense. shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding. or effecting settlement and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the title to the estate Or interest as insured. If the Company i5 prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prgsecule, or continue any litigation, with regard to the matter or matters requiring such cooperation. 5. PROOF OF LOSS OR DAMAGE. In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be furnished to the Company within 91 days after the insured claimant shell ascertain the laces giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the tide, or other matter insured against by this policy that constitutes the basis of loss or damage and shall Stale. to the extent possible. the basis 01 calculating the amount of the loss or damage. 11 the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability or Obligation 10 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 writing. for any authorized representative al the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the cuslody Or control ola third party. which reasonably pertain 101110 loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parses 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.lhe Company shall have the following additional options: (a) To Pay or Tender Payment of Me Amount of Insurance. To pay or tender payment of the amount of insurance under this policy, together with any costs, anorneys' lees and expenses incurred by the insured claimant which were authorized by the Company, up to the lime 01 payment Or lender 01 payment and which the Company is obligated 10 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. TITLE RESOURCES GUARANTY COMPANY OWNER POLICY OWNERS FILE NO. 901 -02 -1145 POLICY SERIAL PREMIUM 3,473.00 NUMBER: 105643 0 FEE 0.00 DATE OF POLICY: 05/20/02 TO INCLUDE: AMOUNT OF $495,000.00 CLERK'S FILE NUMBER: 2002038081 INSURANCE R- 3 SCHEDULE A 1. Name of Insured: CITY OF ROUND ROCK 2. The estate or interest in the land that is covered by this Policy is FEE SIMPLE 3. Title to the estate or interest in the land is insured as vested in: CITY OF ROUND ROCK 4. The land referred to in this policy is described as follows: LOT "A ", OF RESUBDIVISION OF LOT 4 BLK. 3 ROUND ROCK NORTH INDUSTRIAL BUISNESS PARK SECTION II, A SUBDIVISION IN WILLIAMSON COUNTY, TEXAS; ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN CABINET J, SLIDE(S) 116, PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS. This policy not valid unless duly COUNTERSIGNED: countersigned by on and as of agent. The date hereof. TEXAS AMERICAN TITLE COMPANY Agent ry e� By A / .e. ,/t7'7[./f?T72d) TITLE RESOURCES GUARANTY COMPANY OWNER POLICY OWNERS FILE NO. 901 -02 -1145 POLICY SERIAL PREMIUM 3,473.00 NUMBER: 105643 0 FEE 0.00 DATE OF POLICY: 05/20/02 TO INCLUDE: AMOUNT OF $495,000.00 CLERK'S FILE NUMBER: 2002038081 INSURANCE SCHEDULE B EXCEPTIONS FROM COVERAGE R -3 This policy does not insure against loss or damage (and the Company will not pay costs, attorney's fees or expenses) that arise by reason of the terms and conditions of the leases or easements insured, if any, shown in Schedule A and the following matters: 1. The following restrictive covenants of record itemized below, but the Company insures that any such restrictive covenants have not been violated so as to affect, and that future violation thereof will not affect, the validity or priority of the mortgage hereby insured (insert specific recording data or delete this exception): CABINET J, SLIDE 116, PLAT RECORDS; AND VOLUME 713, PAGE 903, DEED RECORDS OF WILLIAMSON COUNTY, TEXAS. BUT, DELETING ANY COVENANT, CONDITION OR RESTRICTION INDICATING A PREFERENCE, LIMITATION OR DISCRIMINATION BASED ON RACE, COLOR, RELIGION, SEX, HANDICAP, FAMILIAL STATUS OR NATIONAL ORIGIN UNLESS AND ONLY TO THE EXTENT THAT SAID COVENANT (A) IS EXEMPT UNDER CHAPTER 42, SECTION 3607 OF THE UNITED STATES CODE OR (B) RELATES TO HANDICAP BUT DOES NOT DISCRIMINATE AGAINST HANDICAPPED PERSONS. 2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or 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, governments or other entities, A. To tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or B. To lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or C. To filled -in lands, or artificial islands, or D. To statutory water rights, including riparian rights, or E. To the area extending from the line of mean low tide to the line of vegetation or the right of access to that area or easement along and across that area. 5. Standby fees, taxes, and assessments by any taxing authority for the year 2002 and subsequent years, and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 6. Rights of parties in possession. 7. The following matters and all terms of the documents creating or offering evidence of the matters (The company must insert matters or delete this exception.): (A). AN EASEMENT 7.5 FEET IN WIDTH ALONG THE EASTERN PROPERTY LINE OF THE SUBJECT PROPERTY FOR PUBLIC UTILITIES, AS SHOWN PER THE RECORDED PLAT THEREOF. (B). AN EASEMENT 5 FEET IN WIDTH ALONG THE WESTERN PROPERTY LINE OF THE SUBJECT PROPERTY FOR PUBLIC UTILITIES, AS SHOWN PER THE RECORDED PLAT THEREOF. (C). DRAINAGE, WASTEWATER AND MUTUAL ACCESS EASEMENTS, AS DEFINED IN INSTRUMENT RECORDED IN VOLUME 1664, PAGE 475, OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS. (D). TERMS, CONDITIONS AND PROVISIONS CONTAINED IN THAT CERTAIN LEASE AGREEMENT DATED APRIL 3, 1988; BY AND BETWEEN MEDFORD AND ASSOCIATES, AS LESSOR, AND TEXAS DISTRIBUTING CORPORATION, AS LESSEE. This policy not valid unless duly COUNTERSIGNED: countersigned by on and as of agent. The date hereof. TEXAS AMERICAN TITLE COMPANY � Agent By /C O_ otXJ 0}14- � L41 (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant (1) 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, aflorneys' lees 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 (ii) Io pay o r otherwise settle with the insured claimant the Toss or damage provided far under this policy, together with any costs, attorneys' lees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which me Company is obligated to Pay Upon the exercise by the Company of either of the options provided for in paragraphs (b)fi) 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 01 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, (ii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect Tien or encumbrance insured against by this policy at the date the insured Claimant is required to furnish to Company a proof of loss or damage in accordance with Section 5 of these Conditions and Stipulations. (b) In the event the Amount of Insurance stated in Schedule A at the Date of Policy is less than 80 percent of the value 01 the Insured estate or interest or the full consideration paid for the land, whichever is less, or i1 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 slated in Schedule A, then this Policy is subject to the following. 0) 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 01 Policy bears to the total value of the insured estate or interest at Date of Policy; or (ii) where a subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance stated in Schedule A bears to the sum of the Amount of Insurance slated in Schedule A and the amount expended for the improvement. The provisions el this paragraph shall not apply to costs, attorney's 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 slated 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. 1 the land described in Schedule A consists of two or more parcels that are not 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 Dale 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 01 the issuance of this policy and shown by an express statement or by an endorsement attached to this policy 9. LIMITATION OF LIABILITY. (a) 11 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 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 thal matter and shall not be liable for any loss or damage caused thereby (b) In the event of any litigation, including litigation by Inc Company or with the Company's consent, the Cornpany shall have no liability tor loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom. adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any Insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE: REDUCTION OR TERMINATION OF LIABILITY. All payments under this policy, except payments made for costs, attorneys' lees 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 loin Schedule A. and the amount so paid shall be deemed a payment under this policy to the insured 12. PAYMENT OF LOSS. (a) No payment shall be made without producing this pol icy 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 (0) 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 sealed 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 subrogaled to and be entitled to all rights and remedies that the insured claimant would have had against any person or property in respect to me claim had mi5 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 settle in Inc name of the insured claimant and to use Inc name of Inc insured claimant in any transaction or litigation involving these rights or remedies. 11 a payment on account 01 a claim does not fully cover the loss of the insured claimant, the Company shall be subrogaiod to these rights and remedies in the proportion which the Company's payment bears to the whole amounl of the loss. II 1055 should result from any act of the insured claimant, as stated above, mat act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses Insured against by this policy that shall exceed the amount, if any. lost to the Company by reason of the impairment by the insured claimant of the Company's right of subrogation. (b) The Company's Rights Against Non - insured Obligors. The Company's right of subrogation against non - insured obligors shall exist and shall include, without limitation, the rights of me insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that provide for subrogation rights by reason of this policy. 14. ARBITRATION. Unless prohibited by applicable law or unless this arbitration section is deleted by specific provision in Schedule B of this policy, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service of the Company In connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less SHALL BE arbitrated at the request of either the Company or the insured, unless the Insured is an individual person (as distinguished from a corporation, trust, partnership, association or other legal entity). All arbitrable matters when the Amount of Insurance is in excess 01$1.000.000 shall be arbitrated only when agreed to by both the Company and the insured. Arbitration Pursuant to this policy and under the Rules in effect on the dale the demand for arbitration is made or, at the option of the insured, the Rules in effect at Dated Policy shall be binding upon the parties. The award may include attorneys' lees only 11 the laws of the state in which the land is located permit a court toaward attorneys' fees to a prevailing party, Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the silus of the land shall apply to an arbitration under the Title Insurance Arbitration Rules A copy of the Rules may be obtained from the Company upon request 15. LIABILITY LIMITED TO THIS POLICY: POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any. attached hereto by Inc Company is the entire policy and contract between the Insured and the Cornpany In interpreting any provision 01 This policy, this policy shall be construed as a whole. (6) Any claim of loss or damage, whether or not based on negligence, and winch arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (C) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either Inc President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or author- ized signatory of the Company. 16. SEVERABILITY. In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to Include that provision, and all other provisions shall remain in full force and effect 17. NOTICES, WHERE SENT. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at 8131 LBJ Freeway, Suite 450, Dallas, Texas 75251. COMPLAINT NOTICE. Should any dispute arise about your premium or about a claim that you have tiled, contact the agent or write to the Company that issued the policy. II 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 o1 complaint procedure is for Information only and does not become a part or condition of this policy. The Texas Department of Insurance may be called loll -free at 1 -800- 252 -3439. Article 1350, Texas Insurance Code requires the Department to provide the following to the public: "(1) information collected or maintained by the department relating to the number of complaints received against a particular insurer and the disposition of the complaints: (2) the rating of the insurer. If any, as published by a nationally recognized rating organization, (3) the types of coverages available to a consumer through any Insurer writing insurance in this state; and (4) other appropriate information collected and maintained by the department" Owner Policy of Title Insurance (This policy form is not to be issued on One -to -Four Family Residences) TEXAS AMERICAN TITLE COMPAN 4201 S. CONGRESS AVE. SUITE 203 AUSTIN, TX 78745 Title Resources Guaranty Company Home Office Dallas, Texas GF g901 -02 -1145 Grantee: CITY OF ROUND ROCK WARRANTY DEED - PAGE 1 OF 2 WARRANTY DEED Date: May 1 (y , 2002 Grantor: ELJII, Ltd. A Texas Limited Partnership Grantor's Mailing Address (including county): /C-4Y S: �IA y s rsvA 7rOC k ��C 7kY�Gz VI)/ I 1 11\4 --1.S n County Grantee's Mailing Address (including County): St ?1 (vi k Tx' - 19.l „(c vj1iharyf ,-, County 200203E10E11 3 PCPs CONSIDERATION: TEN AND NO /100 DOLLARS and other good and valuable consideration. PROPERTY (including any improvements): Lpf TJaait "A”, of Resubdivision of Lot 4 Blk 3 Round Rock North Industrial Business Park Section II, a subdivision in Williamson County, Texas; according to the Map or Plat Thereof recorded in Cabinet J, Slide 116, Plat Records of Williamson County, Texas. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: Easements, rights -of -way, and prescriptive rights, whether of record or not; all presently recorded restrictions, reservations, covenants, conditions, oil, gas or other mineral leases, mineral severances, and other instruments, other than liens and conveyances, that affect the property; conflicts, or shortages in area or boundary lines, any encroachments, or overlapping improvements, rights of adjoining owners in any walls and fences situated on a common boundary; taxes for the current year, the payment of which Grantee assumes; all rights, obligations and other matters emanating from and existing by reason of the creation, establishment, maintenance and operation of any applicable governmental district, agency, authority, etc. Grantor, for the consideration, receipt of which is acknowledged, and subject to the reservations from and exceptions to conveyance and warranty, grants, sells and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to Grantee, Grantee's heirs, executor, administrators, successors or assigns forever. Grantor binds Grantor and Grantor's heirs, executors, administrators and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs, executors, administrators, successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the reservations from and exceptions to conveyance and warranty. When the context requires, singular nouns and pronouns include the plural. EXECUTED this the L s day of May, 2002. STATE OF xac-) COUNTY OF yn AL 1 1 EY V)t � ELJH, Ltd. A Texas Limited Partners ,AFTER RECORD Te Ameri 1001 So r -1 ays Ro Rock, ETURN TO: itle Company 78664 WARRANTY DEED— PAGE 2 OF 2 Title: ACKNOWI.EDGMF,NT This instrument was acknowledged before me on this the ( °).- day of May, 2002, by 6 M R. ( , fAcollA f ✓4 -rl ? of Rachuel K. Brewer Notary Pu6Na. State M Te.s MY Commlegan Expires 11-17•2a02 A ary Public (signature) Notary's name (printed): Notary's commission expires: FILED RID RECORDED OFFICIAL PUBLIC RECORDS e 05- 20- 2002 PM 2002038081 SUSAN $13.00 NANCY E. RISTER ,COUNTY CLERK WILLIAMSON COUNTY, TEXAS