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R-02-06-13-14F1 - 6/13/2002RESOLUTION NO. R- 02- 06- 13 -14F1 WHEREAS, State Highway 45 is being designed along the current route of Louis Henna Blvd. in the City of Round Rock ( "City "), and WHEREAS, as part of the acquisition of additional right -of- way for State Highway 45 the City previously entered into an option agreement with ERG Round Rock, Ltd., a Texas Limited partnership ( "ERG ") to purchase approximately 1.325 acres from ERG for right- of-way purposes, and WHEREAS, the option agreement between the City and ERG provides for the assignment of such agreement to the Texas Department of Transportation ( "TxDOT "), and WHEREAS, the City Council wishes to assign such option agreement to the Texas Department of Transportation so that the right -of -way purchase referenced therein may be completed by TxDOT, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an assignment of an Option Agreement with ERG Round Rock, Ltd. for right -of -way purposes to the Texas Department of Transportation, a copy of said assignment being attached hereto as Exhibit "A" and incorporated herein for all purposes. :.ODMA\ W ORLOO)QO: \W DOX\RESOLUTFRi0613F I. W PD /dc 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 A EST: this 13th day of June, 2002. CHRISTINE R. MARTINEZ, City Secreta 2 WELL, Mayor City of Round Rock, Texas ASSIGNMENT BY BUYER OF RIGHTS UNDER CONTRACT OF SALE OF REAL PROPERTY BY CITY OF ROUND ROCK TO THE STATE OF TEXAS, ACTING BY AND THROUGH THE TEXAS TURNPIKE AUTHORITY DIVISION OF THE TEXAS DEPARTMENT OF TRANSPORTATION THE STATE OF TEXAS COUNTY OF TRAVIS For value received, the City of Round Rock, Texas assigns to the State of Texas, acting by and through the Texas Turnpike Authority Division of the Texas Department of Transportation (Assignee), all of its rights in the Option Agreement dated March 17, 2000, a copy of which is attached hereto, executed by ERG Round Rock, Ltd., a Texas Limited Partnership, as the Seller and the City of Round Rock, Texas as the Buyer, for the sale by the Seller and the purchase by the City of Round Rock, Texas of the real property described in Exhibit " A" attached hereto. The City of Round Rock, Texas agrees to indemnify, hold harmless, and defend the State of Texas, the Texas Department of Transportation and its division, the Texas Turnpike Authority, the Texas Transportation Commission, their agents and employees, from any claim made or brought by ERG Round Rock, Ltd., a Texas Limited Partnership, that may arise from this assignment or the exercise by Assignee of any of the Buyer's rights included in the Option Agreement dated March 17, 2000. By: Date: Mayor City of Round Rock, Texas ATTEST: City Secretary Assignment 1 EXHIBIT "A" Page 1 of 2 ACCEPTANCE OF ASSIGNMENT The State of Texas, acting by and through the Texas Turnpike Authority Division of the Texas Department of Transportation accepts ibis assignment, agrees to assume and perform all the duties to be performed by the Buyer under the Option Agreement dated March 17, 2000 to the same extent as if State of Texas had originally been named as the Buyer in that contract. B Date: Phillip E. Russell, P .E. Director, Texas Turnpike Authority Division of the Texas Department of Transportation Assignment Page 2 of 2 THE STATE OF TEXAS COUNTY OF WILLIAMSON § OPTION AGREEMENT This Option Agreement ( "Agreement') is er.tered into on the date last herein wnt:en (the "Effe.eriee Date') between ERG Round Rock Ltd, a Texas limited parmership ( "Seller") whose address is 100 Congress, Suite 1310, Austin, Texas 78701, and the City of Round Rock Texas ( "Purchase•') whose address is 221 East NI sin Street, Round Rock Texas 70664, and is as follows: ARTICLE I OPTION 1.01 The Property. Seller, for the consideration to be paid to Seller as provided hereinbelow and upon exercise of the option hereinafter granted, hereby grants and sells unto Purchaser the right and option to purchase on the terms and conditions hereinafter set ford, that certain tact areal property consisting of approximately 1325 acres, rnore or Icss, which L shown as the cross-hatched area on Exhibit "A" attached hereto and incorporated herein by reference, together with all improvements thereon, limy (the "Propary") for right -of -way purposes only. 1.02 Option onsiderarion and Option Period. Contemporaneously with the execution of this Agreement, Purchaser has paid to Seller the sum of Ten and No /100 Dollars (510.00) as consideration for execution of this Agreement. For and in consideration of such payment, Seller agrees that Purchaser may exercise Purchaser's option hereunder at any dam on or before the date which is throe (3) years atter the Effective Date of this Agreement (the "Option Period"). 1.03 . • Exercise of Option. The option hereunder may be exercised at any time on or before the last day of the Option Period by Purchaser forwarding to Seller at the address set forth herein/hove written notice of Purchaser's election to exercise such option. 11 fails to exercise this option within the Option P_riod. this option will automatically terminate. In such event, upon request by Seller, Purchaser will execute a release of this option. 77007.4/031700 2.01 purchase price. ARTICLE !I PURCHASE PRICE (a) Subject to adjustment pursuant to Section 2.01(b) below, the base purchase price of the Property is 5357,212.52 (the "Base Purchase Price "). (b) In the event Purchaser exercises its option on or after the dare which is two (2) years from the date hereof, the purchase price of the Property shell be the Base Purchase Price plus the following components (referred to herein as the "Adjustment"): (1) The sum of all ad valorem taxes assessed against the Property for he period from tho Effective Dare of this Agreement to the Closing Date; and interest determined by multiplying the Base Purchase Price by 9% per annum measured from the Effective Date of this Agreement unto the Closing Date. Price "). ARTICLE IV MISCELLANEOUS PROVISIONS 4.01 NotieQ. Any notice provided orpcttnitted to be given under this Agreement must be in writing and may be served by depositing the same in the Uni;ed States Mail. certified, with return receipt requested, addressed to 77 The case Purchase Price plus the Adjustmen� if appiicelle, is referred to herein as the "Purchase 2.02 Payment ol'Purcha1. The Purchase Price shalt be payable tn readily available funds atClosing. ARTICLE 1I1 CLOSING 3.01 Closing Date. In thc event Purchaser properly exercises Purchaser's option hereunder, the closing of the sale and purchase of the Property shall occur on or before sixty (60) days after the date on which the option is exercised. The closing of this transaction is herein called "Closing ", and the date for Closing is herein milled the "Closing Date ". 3.02 Seller's Closine Obligations. Seller will, at Seller's sole cost and expense: (i) execute and deliver a special warranty deed in the form of Exhlblt "B_ attached hereto and incorporated herein by reference (the "Deed "); (ii) deliver to Purchaser physical possession of the Property, (iii) deliver evidence of Seller's authority to act hereunder in form reasonably satisfactory to Purchaser and the Trt1e Company; (iv) execute and deliver to Purchaser a "non-foreign" certificate sufficient to establish that withholding of tax is not required in connection with this transaction; and (v) such other documents as the Title Company may reasenably request to consummate Closing. The Property will be conveyed to Purchaser, and Purchaser agrees to accept the Property, in its `AS 1S" and WITH ALL FAULTS" condition. 3.03 Purchasers Closine Obligations. At the Closing, Purchaser shall (i) deliver the Purchase Price to the Title Company in cash or other readily available funds for disbursement in accordance with the tenas and provisions of this Aereernenr (ii) execute and deliver a counterpart original of the Deed; (iii) deliver such evidence of authority to act hereunder as Seller and the Title Company may reasonably require for Closing; and (Iv) such other docwnenta as the Title Company may reasonably request to consutrtmare Closing. 3.04 Closin a Costs. Seller shall pay. (1) the fee for the recording of the Deed; and (ii) one -half (h) of any escrow fee charged by the Title Company. Purchaser shall pay: (i) one half (t4:) of any escrow fee charged byte Tide Company; and (ii) the base premium for the Title Policy. Each party shall be responsible for the payment of its overt attorneys fees, copying expenses, and other costs incurred in eotmection with this transaction. 3.05 Proration_ All normally and customarilyproretable items, including, without limitation, real estate and personal property taxes. utility expenses and rents shall be prorated as of the Closing Date, Seller being charged and credited lot all of the same up to such date and Purchaser being charged and credited focal' ofthe sante on and after such date. Any additional ad valorem taxes relating to the year of Closing and/or print years arising out of a change in usage or ownership of the Property (including without limitation any "rollback" or other additional taxes payable under the terms of Section 23.46 or Section 23.55 of the Texas Tax Code, as amend:d, or any similar laws) shall be borne and paid in full by the Purchaser and Purchaser will indemnify Seller from such expense, if any. The provisions of this Section 3.05 shall survive the Closing. the party to be notified and with all charges prepaid: or by delivervg the same to such pam. or an agent of such party by telecopy or by hand delivery. Notice deposited in the United States mail in the manner hereinacove described shall be deemed effective from and after the earlier ofth dare of actual receipt or three (3) days after the date nt such deposit. Notice given in any other manner shall be effective only if and when received by the party to be notified. For the purposes of notice, the addresses of the panics shall be as set forth in the first paragraph of this .Agreement. 4.02 Assi ent. ihIS Agreement may.t otbeassignedbyt hcPurchaserwithoutthepriorwrittenconsent of Seller. Notwithstanding the foregoing. Purchaser shall have the right to assign this Aeeement to the Texas Deparrmen:ofTransportation without the prior written consent of Seller, provided, hewevor, that the Texas Department of Transportation shall expressly assume all of Purchaser's obligations and duties hereunder, including, but not limited to the restriction that the Property be used for right -of -way purposes only. • 4.03 Time. Time is of the essence in all things pertaining to the performance of this Agreement. 4.04 Real Estate Commiss Seller and Purchaser each represent and warrant to the other that no real estate brokerage commission is payable to any person or entity in connection with this transaction, and each agrees to and does hereby indemnify and hold the other harmless against the payment of any commission to any person or entity claiming by, through or under Seller or Purchaser, as applicable. 4.05 Access. As part of the consideration for the option. the Purchaser interposes no objection to any applicable entities approving the curb cut forthe Property, which is crass- hatched and labnkd "Access Area" on Exhibit "C" attached hereto and iocorporatcd herein by reference. Purchaser will ratify the approval of the Accent Area in connection with approval of Purchaser's site development permit for the Property. In the event the Purchaser does not approve the Access Area to the location reflected on Exhibit "C ". this option will terminate and be of no (Luther force or effect EXECUTED by the undersigned on the dams set forth hereinbelow. SELLER: ERG ROUND ROCK, LTD., a Texas limited partnership By: EGP Management. L.L.C., a Texas limited liability company. its general • arm PURCHASER: ATTEST: /1007.4(00',00 - 3 - By: C AI., i _ Printed )la e: /��1 I iZh I ' Title: G'W V Date. .)/(VOY E CITY 44 ROUND ' OCK, TEXAS Robert Stluka, Mayor Date: 3— c23 - 1 X TOTAL AREA `' 4.094 ACRES (178.351 SQ. FT.) 11.06 AC. W.D.L INVESTMENTS, INC. 16t8/273 OOUNOARY UNE AGREEMENT PEA DOCUN£1{F # 9850638 VAWAMSON COUNTY OWdUML DEED UNE WL J51 Pa 55J, VA FENCE RI UNE 7F REMINGTON 53 PAGE 55 A � O J 2 l y c" 4 ! No, Delt° IRudius 1Arc Length Cl 00'43'07 23118.31 290 -00 Chord Length 290.00 Chord Bearing S7310'24 "W APPARENT IlCS7 1 t CORNER OT 113 ACRE l7.PPIN IRACI THE STATE OF TEXAS COUNTY OF WILLIAMSON EXHIBIT "B" SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: THAT ERG ROUND ROCK, LTD., a Texas limited partnership ( "Grantor"), far and in consideration of the sum of TEN AND NO /100 DOLLARS (510.00) and other good and valuable consideration to Grantor in and paid by the CITY OF ROUND ROCK, TEXAS ( "Grantee "), whose mailing address is 221 East Main Street, Round Rock, Texas 78664, the receipt and sufficiency of which consideration is hereby acknowledged and confessed, bas GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY, unto Grantee, subject to all of the reservations, exceptions and other matters sec forth or referred to herein. the following described real properly, together with all Improvements thereon. if any (the "Pronely"), to-wit: TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, and Grantee's successors or assigns, forever; and. subject to all of the matters set forth or referred to herein, Grantor does hereby bled itself and is successors to WARRANT AND FOREVER DEFEND attend singular the Property unto Gran tee. Grantee's successors and auigms, against every pets on whomsoever lawfully claiming or to claim the same, or any part thereof, by, through, or under Grantor, but not otherwise; provided, however that this conveyance is made by Grantor and accepted by Grantee subject to: (a) ail of the title exceptions revealed In or by the recorded docuatects and other matters listed on Exhibit "B" attached hereto and incorporated herein by reference, and Grantee by acceptance of delivery of this deed does hereby assume and agree to perform all of the obligations of Grantor under said title exceptions which are applicable to the Property, (b) any discrepancies, conflicts, or shortages in area or boundary lies, (c) any encroachments or overlapping of improvements, and (d) all standby fees, taxes and assessments by any taxing authority for the current and all subsequent years, and all taxes and assessments for prior years due to change in land usage or ownership, and all liens securing the payment of any of the foregoing. By acceptance of rho deed, Grantee assumes and agrees to pay and indemnifies and agrees to hold Grantor harmless from and against all ad valorem taxes relating to the Property, for the current and all subsequent years. and for any assessments for the current and any prior years which arise on or after the date of this deed due to change in usage or ownership of the Property or otbervise. The Property herein conveyed is hereby restricted toright -of -way uses only end Grantee, by acceptance of this Deed, takes the Property subject to the restriction. This restriction runs with the land in perpetuity. GRANTOR HAS EXECUTED AND DELIVERED THIS SPECIAL WARRANTY DEED AND HAS CONVEYED THE PROPERTY AND GRANTEE HAS RECEIVED AND ACCEPTED THIS SPECIAL WARRANTY DEED AND HAS PURCHASED THE PROPERTY "AS IS", "WHERE IS", AND "WITH ALL FAULTS" AND WITHOUT REPRESENTATIONS OR WARRANTIES WHATSOEVER. EXPRESS OR IMPLIED (OTHER THAN THE WARRANTY OF TITLE EXPRESSLY SET FORTH HEREIN). 77007.4/031700 That certain real property In Williamson County, Texas, which is more particularly described on Exhibit "A" attached hereto and incorporated herein by reference.. THE STATE OF TEXAS COUNTY OF WTLLIAMSON (SEAL) 77005.4/071700 EXECUTED AND DELIVERED to be cffecnve the day of 2000. ERG ROUND ROCK, LTD.. a Texas limned parnership By: EGY Management, L.L.C., a Texas limited liability company, its general partner By: Printed Name: Title: Date' This instrwnent was acknowledged before me this , day of 2000 by of EGP Management. L.L.C., a Texas limited liability company, general partner of ERG Round Rock, Ltd., a Texas limited partnership. on behalf of said parmetship and company. Notary Public Signature ..-_� -..�•f - \ ♦ ••\ 44-r� w. '•�1 ems: ..",3 . i \ •\ :Its:;".. `� �/ � ,^ \ +•_\ ��`°�� III"�� --- ` ,�'�'��`��\`' •�\\ \ r, nim,.vun _ �r `:J�Illllr,r���y, {f�l��lfff \'�. r\ �'�s••\ � - ,� —_ Y ufill innrrmltij ��nlluulwuullits) ...... tte o ° mi!W.VLOf I I.Of rW.0[. AyVCSlNIM;O,G �" I- ��.- • 1-, �-fid T n so uo ieo zw S!D(FU Lln,'Of'1VgIUU(lSl,YALE 3.1 ll$ !! 1 — I h S.%J AC DATE: June 7, 2002 SUBJECT: City Council Meeting — June 13, 2002 ITEM: 14.F.1. Consider a resolution authorizing the Mayor to execute an Assignment of an Option Agreement with ERG Round Rock, Ltd. to the Texas Department of Transportation for acquisition of right -of- way for SH 45. Resource: Steve Sheets, City Attorney Julie Wolff, Legal Assistant History: This action is required to allow the Texas Department of Transportation to complete the purchase of a certain parcel of property along the frontage of Louis Henna Boulevard in order to construct State Highway 45. The City previously entered into an option agreement for this parcel with ERG Round Rock, Ltd., which has not been exercised to date. Funding: Cost: N/A Source of funds: N/A Outside Resources: Sheets & Crossfield, P.C., the Pinnacle Group Impact/ Benefit: TXDOT /Williamson County will assume responsibility for completion of the fee simple right -of -way acquisition for property which is currently subject to a purchase option agreement between the City and ERG Round Rock, Ltd. Public Comment: N/A Sponsor: N/A BY CITY OF ROUND ROCK TO THE STATE OF TEXAS, ACTING BY AND THROUGH THE TEXAS TURNPIKE AUTHORITY DIVISION OF THE TEXAS DEPARTMENT OF TRANSPORTATION THE STATE OF TEXAS COUNTY OF TRAVIS For value received, the City of Round Rock, Texas assigns to the State of Texas, acting by and through the Texas Turnpike Authority Division of the Texas Department of Transportation (Assignee), all of its rights in the Option Agreement dated March 17, 2000, a copy of which is attached hereto, executed by ERG Round Rock, Ltd., a Texas Limited Partnership, as the Seller and the City of Round Rock, Texas as the Buyer, for the sale by the Seller and the purchase by the City of Round Rock, Texas of the real property described in Exhibit " A" attached hereto. The City of Round Rock, Texas agrees to indemnify, hold harmless, and defend the State of Texas, the Texas Department of Transportation and its division, the Texas Turnpike Authority, the Texas Transportation Commission, their agents and employees, from any claim made or brought by ERG Round Rock, Ltd., a Texas Limited Partnership, that may arise from this assignment or the exercise by Assignee of any of the Buyer's rights included in the Option Agreement dated March 17, 2000. By: ASSIGNMENT BY BUYER OF RIGHTS UNDER CONTRACT OF SALE OF REAL PROPERTY ATTEST: ay, City of Round Rock, Texas City Secretary 0io -13 - /F Assignment Date: lL — /3 SH 4l5 P-Pret 1,65 P Page 1 of 2 By: ACCEPTANCE OF ASSIGNMENT The State of Texas, acting by and through the Texas Turnpike Authority Division of the Texas Department of Transportation accepts iris assignment, agrees to assume and perform all the duties to be performed by the Buyer under the Option Agreement dated March 17, 2000 to the same extent as if State of Texas had originally been named as the Buyer in that contract. Date: hillip E. Russell, ' .E. Director, Texas 'urnpike Authority Division of the Texas Department of Transportation Assignment Page 2 of 2 THE STATE OF TEXAS COUNTY OF WILLIAMSON § OPTION AGREEMENT This Option Agreement ( "Agreement ") is catered into on the date last herein wrir.en (the " Effective Date") between ERG Round Rock Ltd. a Texas limited parmership ( "Seiler") whose address is 100 Coagtess, Suite 1310, Austin, Texas 70701, end the City of Round Rock Texas ( "Purchaser') whose address is 221 East Main Street, Round Rock Texas 70664, and is as follows: ARTICLE I OPTION 1.01 The Ptooertv. Seller, for the consideration to be paid to Seller as provided hereinbelow and upon exercise of the option hereinafter granted, hereby grants and sells unto Purchaser the right and option to purchase on the terms and conditions hereinafter set forth, that certain tract of real property consisting o f approximately 1.325 acres, more or lass, which la shown as the crass- hatched area on Exhibit "A" attached hereto and incorporated herein by reference, together with all improvements thereon, if any (the "Properly") for right-cif-way purposes only. 1.02 Option Consideration and Option Period. Contemporaneously with the execution of this Agreement, Purchaser has paid to Seller the sum of Ten and No /100 Dollars (510.00) as consideration for execution of this Agreement. For and in consideration of such payment, Seller agrees that Purchaser may exercise Purchaser's option hereunder at any time on or before the date which is throe (3) years after the Effective Date of this Agreement (the "Option Period "). 1.03 Exercise or The option hereunder may be exercised at any time on or before the Luc day of the Option Period by Purchaser forwarding to Seller at the address set forth hereinabove written notice of Purchaser's election to exercise such option. if Purchaser fails to exercise this option within the Option Period, this option will automatically terminate. In such event, upon request by Seller, Purchaser will execute a release of this option. 77007.4/031700 2.01 purchase Price. (a) ARTICLE 11 PURCHASE PRICE Subject in adjustment pursuant to Section 2.01(b) below, the base purchase price of the Property is S357,212,52 (the "Base Purchase Price "). (b) In the event Purchaser exercises its option on or after the date which is two (2) years from the date hereof, the purhase price of the Property shall be the Base Purchase P-ie: plus the following components (referred to herein as the "Adjustment): (1) The sum of ail ad valorem taxes assessed against the Property for he period from the Effective Date of this Agreement to the Closing Date; and Interest determined by multiplying the Base Purchase Price by 9% per annum measured from the Effective Date of this Agreement until the Closing Date. 5N`-45 Q ctrref lSS Price"). The case Purchase Pnec plus the Adjusnnen if applicable, is referred to 'rer:in as the "Purchase 2.02 PavrnentotPurchasePrtce. The Puchase Price shallbe payable m road ily available funds arClosing. ARTICLE nil CLOSING 3.0 t Closing Date. In the event Purchaser properly exercises Por_haUr's option hareunder, the clo of the sale and purchase of the Property shall occur on or before sixty (60) days after the date on which the option is exercised. The elosmg of this uansaction is herein called "Closing ", and the daze for Closing is herein called the "Closing Date". 3.02 Seller's Closing Ohlimitions. Seller will, at Seller's sole cost and expense: (i) execute and deliver a special warranty deed in the form of Exhibit "B" attached hereto and incorporated herein by reference (the "Deed "); (ii) deliver to Purchaser physical possession of the Property; (iii) deliver evidence of Seller's authority to act hereunder in form reasonably sarisfactary to Purchaser and the Title Company; (iv) execute and deliver to Purchaser a "non- foreign" certificate sufficient to establish that withholding of TeX is not required in connection with this transaction; and( v) suchotherdocumentsastheTit ieCompanymayreasonablyrequesttoconsummate The Property will be conveyed to Purchaser, and Purchaser agrees to accept the Properry, in is ''AS IS" and WITH ALL FAULTS" condition. 3.03 Purchaser's ClosineOblieations. At the Closing, Purchaser shall (1) deliver the Purchase Price tote Title Company in cash or other readily available funds for disbursement in accordance with the terms and provisions of this Aereernenr; (ii) execute and deliver a counterpart original of the Deed; (iii) deliver such evidence of authority to act hereunder as Seller and the Title Company may reasonably require for Closing; and (Iv) such other documents as the Title Company may reasonably request to consummate Closing. 3.04 Closinz Costs. Seller shall pay: (1) the fee for the recording of the Deed; and (ii) one- half(1a) of any escrow fee charged by the Title Company. Purchaser shall pay: (i) one half (ii) of any escrow fee charged byte Title Company; and (11) the base premium for the Titie Policy. Each party shall be responsible for the payment of is own anomey's fees, copying expenses, and other costs incurred in cututection with this transaction. 3.05 Proration. A.11 normally and customarily proretable items, including, without Iimitation, real estate and personal property taxes. utility expenses and rents shall be prorated as of the Closing Date, Seller being charged and credited for all of the same up to such date and Purchaser being charged and credited for all of the same on and after such date. Any additional ad valorem taxes relating to the year of Closing and/or prior years arising out of a change in usage or ownership of the Property (including without limitation any "rollback" or other additional taxes payable under the terms of Section 23.46 or Section 23.55 of the Texas Tax Code, as amended, ar any similar laws) shall be home and paid in full by the Purchaser and Purchaser will indemnify Seller from such expense, if any. The provisions of this Section 3.05 shall survive the Closing. ARTICLE P1 MISCELLANEOUS PROVISIONS 4.01 Notice. Any notice provided or permitted to be given under this Agreemer.r must be in writing and may be served by depositing the same in cheUni :ed States :dail. cenifted, with return receipt requested, addressed to 77007,1/031700 the parry to be notified and with all charges prepaid: or by delivering the same to sucn party, or an agent of such parry try telecopy or by hand delivery. Notice deposited in the United States mail in the manner bereinabove described shall be deemed effective from and after th: cuiier of die da:e of actual receipt or three (3) days after the date rif such deposit. Notice giver in any other manner shall be effective only if and when received by the party to to notified. For the purposes of notice, the addresses of the parties shall be as set forth in the first paragraph of this Agreement. 4.112 Assignment. T hI s Agreement may no, be assigned bythePurchaser without tbe prior wrinenconsent of Seller. Notwithstanding the foregoing. Purchaser shall have the right to assign this Agreement to Lhe Texas Deparunen:ofTranspormt on without the prior wrinen consent of Seller, provided, hcwevsr, that the Texas Department of Transportation shall expresslyassumeallofPurchaser'sobligationsanddutieshereunder ,including, to the restriction Char the Property be used for right -o( -way purposes only. 4.03 Time. Time is of the essence in all things pertaining to the performance of this Agreement. 4.04 Real Estate Commissions. S ells and Purchaser each represent and warrant to the other that no real mare brokerage commisslon Is payable to any person or entity in connection with this transaction, and each agrees to and does hereby indemnify and hold the other harmless against the payment of any commission to any person or entity claiming by, through or under Seller or Purchaser, as applicable. 4.05 Access. As pan of the consideration for the option. the Purchaser L,rerposes no objection to any applicable entities approving the curb cut for the Property, which is sots- hatched and labeled "Access Area" on Exhibit "C• attached hereto and incorpontcd herein by reference. Purchaser will ratify the approval of the Access Area in connection with approval of Purchaser's site development permit for the Property. In the event the Purchaser does not approve the Access Area in the location reflected on Exhibit "C" this option will terminate and be of no Amber force or effect. SELLER: ERG ROUND ROCK, LTD., a Texas limited partnership PURCHASER ATTEST: EXECUTED by the undersigned on the dams set forth hereinbelow. 77007.4 /eaiten By: EGP Management, L.L.C., a Texts limited liability company, its general • aria By: Printed Nagte: Title: EM Date. gri OV AOUN • ' OCK, TEXAS i Robert Stluk Mayor J Date: - .2-•�' OD TOTAL AREA 4.094 ACRES (178,351 SQ. FT.) 11.05 AC. INVIGTIADITS, INC. 16t6/E73 UOUNOARY UNE AGREEMENT PER OOCUNEHr # 9850638 W4IJANSON COUNTY OFYQNAL DUO LINE VW_ 354 55J--, FENCE QA UNE 7F REMINGTON ✓ A 5J, PAGE 55 O APPARENT AICIST EAST[ CORNER OE 4.7 ACRE IEPP/W JRACJ Np, pelts Radius Arc Length Chord Length CI 00'43'07 23116.31 290.00 290.00 Chord Ocarina S7310'24 "W THE STATE OF TEXAS COLNTY OF WILLIAMSON § EXHIBIT "D^ SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS. THAT ERG ROUND ROCK, LTD., a Texas limited partnership ("Grantor "), for and in consideration of the sum of TEN AND NO /100 DOLLARS (510.00) and other good and valuable consideranon w Grantor in and paid by the CITY OF ROUND ROCK, TEXAS ( "Grantee "), whose mailing address is 221 East Main Street, Round Rock, Texas 78664, the receipt and sufficiency of which consideration is hereby acknowledged and confessed, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY, unto Grantee, subject to all of the reservatioru, exceptions and other matters set forth or referred to herein. the following described real property, together with all Improvements thereon. if any (the "Property), to-wit: That certain real property In Williamson County, Texas, which is more particularly described on Exhibit "A" attached hereto and incorporated herein by reference.. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, and Grantee's successors or assigns. forever; and. subject to all of the matters set forth or referred to herein, Grantor doeshereby bind itself and it:successors to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee. Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any pan thereof, by, through, or under Grantor, but not otherwise; provided, however that this conveyance 11 trade by Grantor and accepted by Grantee subject to: (a) ail of the title exceptions revealed In or by the recorded documents and other matters listed on Exhibit '19" attached hereto and Incorporated herein by reference, and Grantee by acceptance of delivery of this deed does hereby assume and agree to perforrn all of the obligations of Grantor under said tide exceptions which are applicable to the Property, (b) any discrepancies, conflicts, orshortagcs in area or boundary ling, (c) any encroachments or overlapping of improvements, and (d) all standby fees, taxes and assessments by any taxing authority for the current' and all subsequent years, and all taxes and assessments for prior years due to change in land usage or ownership, and all liens securing the payment of any of the foregoing. By acceptance of this deed, Grantee assumes and agrees to pay and indemnifies and agrees to hold Grantor harmless from and against all ad valorem taxes relating to the Property, for the current and all subsequent years, and for any assessments for the current and any prior years which arise on or after the date of this deed due to change in usage or ownership of the Property or otherwise. The Property herein conveyed is hereby rest ctedtoright• of-- wayuseson lyandGrantee,byacceptanceofthis Deed, takes the Property subject to the restriction. This restriction runs with the land in perpetuity. GRANTOR HAS EXECUTED AND DELI VERED THIS SPECIAL WARRANTY DEED AND HAS CONVEYED THE PROPERTY AND GRANTEE HAS RECEIVED AND ACCEPTED THIS SPECIAL WARRANTY DEED AND HAS PURCHASED THE PROPERTY "AS IS ", "WHERE 1S", AND 'WITH ALL FAULTS" AND WITHOUT REPRESENTATIONS OR WARRANTIES WHATSOEVER. EXPRESS OR IMPLIED (OTHER THAN THE WARRANTY OF TITLE EXPRESSLY SET FORTH HEREIN). 77at7.4 7317On EXECUTED AND DELIVERED to be cffecnve the day of 2300. ERG ROUND ROC} LTD.. a Texas limited parricrship By: EGY .Management, L.L.C.. a Tcaas limited liaoility company, is general partner THE STATE OF TEXAS COUNTY OF W ILLIAMSON By: Printed Name: Tide: Date: This instillment was acknowledged before me this day of , 2000 by of EGP Management, L.L.C., a Texas limited liability company, general partner of ERG Round Rock. Ltd., a Texas limited partnership. on beha of said partnership and company. (SEAL) Notary Public Signature Tlaa"+.a /oahoa C - �r.[va -____&Win„ " '�i � � � ,\ nR,•.vuu„'_. ULI= M -2 VA y ,innnnrl �-�� ffff f f f f ff \:�\\ ./\ •\'_ � � 2b !Eli il f \ z virnmm�rmn,; � x ��unuwwwlwi� u��r , '1 W.VL N#VV at 7/.00 X w.ol. ovvcsrlvrm�o`c L L 1 6 1 l/` /ala/tn f i, I 1""�` r•—� ? \ � � * o so ixa � �• . __�„ , ,�L ,�; „ , E•Sr VITO VAk LV VOL luf,51.PACC M�a.