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R-95-01-26-10C - 1/26/1995RESOLUTION NO. k- q - 6/ - 0&,0 - /c ' WHEREAS, the developer of Forest Creek has requested that the City exchange a small strip of golf course property along the back property lines of two residential lots for a similar strip from other nearby lots, and WHEREAS, such exchange will enhance the marketability of two homes without adversely affecting the golf course property, and WHEREAS, the City Council is willing to make the exchange as requested, 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 Special Warranty Deed, a copy of which is attached hereto and incorporated herein for all purposes. RESOLVED this 26th day of January, 1995. ATTEST: KS /RESOL[TTION RS50126C LAND, City Secretary _AL., trE. CHARLES C. L' PPER, Mayor City of Ro d Rock, Texas STATE OF TEXAS COUNTY OF WILLIAMSON SPECIAI. WARRANTY DEED § KNOW ALL MEN BY THESE PRESENTS THAT: CITY OF ROUND ROCK, TEXAS, a Texas municipal home rule corporation ("Grantor'), for and in consideration of the sum of TEN AND NO /100 DOLLARS (510.00), and other good and valuable consideration paid by STANDARD PACIFIC OF TEXAS, INC., a Delaware corporation ( "Grantee "), the receipt and sufficiency of which are hereby acknowledged and confessed, subject to the exceptions, liens, encumbrances, terms and provisions hereinafter set forth and described, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL and CONVEY, unto Grantee all of that certain lot, tract or parcel of land situated in Williamson County, Texas, and being more particularly described in Exhibit "A" attached hereto and incorporated herein by reference for all purposes. This conveyance is made subject and subordinate to the encumbrances and exceptions ( "Permitted Exceptions") described in Exhibit "B" attached hereto and incorporated herein by reference for all purposes, but only to the extent they affect or relate to the Property, and without limitation or expansion of the scope of the special warranty herein contained. TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, unto Grantee, and Grantee's successors and assigns, forever; and Grantor does hereby bind Grantor, and Grantor's successors and assigns, to WARRANT and FOREVER DEFEND, all and singular, the Property, subject to the Permitted Exceptions, unto Grantee, and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise. THE CONVEYANCE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS BASIS, AND GRANTEE ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF GRANTOR HEREIN, EXCEPT AS OTHERWISE SPECIFIED HEREIN, GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. Grantee, by its acceptance hereof, does hereby assume and agree to pay any and all ad valorem taxes and special assessments pertaining to the Property for calendar year 1995 and subsequent years. Grantee, by its acceptance hereof, does further assume and agree to pay any and all ad valorem taxes relating to a subsequent change in the usage or ownership of the Property, whether by reason of this conveyance or hereafter. to ) EXECUTED as of the 3 day of CAI 1 la At y_ , 1995. GR ANTOR: SPECIAL WARRANTY DEED - Page 1 CITY OF ROUND ROCK, TEXAS, a municipal homg rule corporation B `yw�vrd .✓ Name: CNA,PL 1 i€- Title: M Ayn� STATE OF TEXAS COUNTY OF WILLIAMSON 11 q1, This instrument was AC O EDGED before me, on the 'J day of (,(CULL _ , 1995, by � QA — l' - t 12 . ).,0144,, , the NM A of CITY OF G D ROCK, TEXAS, a municipal of said corporation. /� 0.4.,' lil.6.41 P. /e. Notary Public, State of Texas n \`t CHRISTINE R. MMnNE2 No00 Pu...S. d low; My Commission Expires: Y-5-97 When recorded return to' Standard Pacific of Texas, Inc. 5525 McArthur Blvd., Suite 580 Irving, Texas 75038 Attn: Michael Brady AU950060025 010595 146:F5455- 00300., qu SPECIAL WARRANTY DEED - Page 2 flelsrNE A Mil rikez Printed Name of Notary Public GRANTEE'S ADDRESS FOR TAX NOTICES: Standard Pacific of Texas, Inc. 5525 McArthur Blvd., Suite 580 Irving, Texas 75038 Attn: Michael Brady Forest Creek Development, Ltd. Phase Two 0.0509 Acre Tract THE STATE OF TEXAS COUNTY OF TRAVIS A.D. i J i SURVEYING AND MAPPING, Inc. 4029 Capital Of Texas Hwy., So. Suite 125 Austin, Texas 78704 KNOW ALL MEN BY THESE PRESENTS: F.N. 0058R ()KH) January 18, 1995 SAM, Inc. Job No. 94071 -11 A DESCRIPTION OF 0.0509 ACRE OF LAND SITUATED IN THE JOHN H. RANDALL SURVEY, ABSTRACT NO. 531, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT CERTAIN TRACT OF LAND CALLED 65.0796 ACRES OF LAND DESCRIBED IN THE DEED TO CITY OF ROUND ROCK AS RECORDED IN VOLUME 2060, PAGE 401 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 0.0509 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 1 /2 -Inch Iron rod found for the common rear comer of Lou 12 and 13 of Forest Creek, Phase Two, a subdivision of record in Cabinet K, Slides 300.301, Plat Records of Williamson County, Texas, being on an east line of said 65.0796 acre tract, for the south corner of this tract; THENCE crossing said 65.0796 acre tract, the following three (3) courses and distances: 1. N 29° 58' 58" E, a distance of 74.26 feet to a 1/2 -Inch iron rod set, 2. N 38° 24' 34" E, a distance of 56.38 feet to a 1/2 -inch iron rod set, and 3. N 17° 04' 05" E, a distance of 36.98 feet to a 1/2 -inch Iron rod found for the north comer of this tract, being the common rear comer of Lou 14 and 15 of said Forest Creek Phase Two; THENCE with the westerly line of said Forest Creek Phase Two, the following two (2) courses and distances: 1. S 00° 00' 00" W, a distance of 62.57 feet to a 1/2 -Inch iron rod found, and 2. S 45° 35' 55" W, a distance of 116.16 feet to the POINT OF BEGINNING and containing 0.0509 acre of land. That I, Michael R. Hatcher, a Registered Professional Land Surveyor, do hereby certify that the above description is true and correct to the best of my knowledge and belief and that the property descrlbed herein was determined by a survey made on the ground during January 1995 under my direction and supervision. WITNESS MY HAND AND SEAL at Austin, Travis County, Texas this the 18th day of January, 1995 TOTAL P.92 Mich el R. Hatcher Registered Professional Land 5 No. 4259 - State of Te Forest Creek Development, Ltd. Phase Two 0.0596 Acre Tract F.N. 0058 ()KM November 1, 1994 SAM, Inc. Job No. 94071.11 A DESCRIPTION OF 0.0596 ACRE OF LAND SITUATED IN THE JOHN H. RANDAI.L SURVEY, ABSTRACT NO. 531, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT CERTAIN TRACT OF LAND CALLED 65.0796 ACRES OF LAND DESCRIBED IN THE DEED TO CITY OF ROUND ROCK AS RECORDED IN VOLUME 2060, PAGE 401 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 0.0596 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a I /2-Inch iron rod set for the common rear comer of 100 12 and 13 of Forest Creek, Phase Two, a subdMslon of record In Cabinet K, Slides 300.301, Plat Records of Williamson County, Texas, being nn an east Ilse of said 65.0796 acre tract, for the south corner of this tract; THENCE crossing said 65.0796 acre tract, N 29° 56' 58' E, a dhrance of 166.07 feet to a 1/2-inch bon rod set for the north comer of this MCI, being the common rear comer of Loo 14 and 1 S of Bald Forest Creek Phase Two; THENCE with the westerly line of said Forest Creek Phase Two, the fofoWhig two (2) coupes and distances: 1. 5 00 00' 00" W, a distance of 62.57 feet to a 112-brch Iron rod found, and 2. 5 45 35' 55' W, a distance of 116.16 feet to the POINT OF BEGINNING and containing 0.0596 acre of land. Exhibit "IV Easements, rights -of -way, ad valorem taxes for the current year, of record; rights of parties in possession, all presently recorded restrictions, reservations, covenants, conditions, and mineral severances, that affect the Property. AU95006001 Uwpwln EXHIBIT "B" PERMITTED EXCEPTIONS EXHIBIT "B ", Permitted Exceptions - Solo Page .G 4 I TAM:EVT I :H0R0 l BEARING I DELT 211 10' 106 47' 210.'8 518'48'52'w 1 6'51" 97 09" 48.33' 97.60 523'48'43'N 113.41' 56 65' 113.2' 51 "r 0955'43" Released to building Tots FpAeST Cq FEK DR 0833 "06" ME ES AND BOUNDS DESCP:PT1CN 10 9 15 x THENCE WITH THE COMMCN UNE OF SA.D LOT 13 AND LOT 12. N 61' 56' 43" W, A DISTANCE OF 163.44 FEET TO A 1/2 -!NCH IRON ROD FOUND FOR THE COMMON BACK CORNER OF SAIO LOTS 1 3 AND 12 AND BENG THE SOUTH CORNER OF SAID 0.0509 ACRE TRACT OF LAND: CITY OF ROUND ROCK cl 65.0796 AC_ 5 POINT CF .}a . ,,; ,_ , BEGINNING C.) ( \ � - /. FOREST CREEK PHASE TWO CAB. K SLIDE 300 7 A DESCRIPTION OF 0 64'6 ACRE CF LAND LOCATED IN THE JOHN H. RANDALL SUR' +E2' ABSTRACT NO. 531 IN VALLIAMSON COUNTY, TEXAS. BE!NC ALL OF LOTS 13 AND 14 OF FOREST CREEK PHASE TWO. A SUBDIVISION RECORDED iN CABINET K, SLIDE 300 OF THE PLAT RECORDS OF WILLIAMSON COUNTr, TEXAS, AS CONVEYED TO STANDARD PACIFIC OF TEXAS. INC. B DEEDS RECORDED 'N VOLUME PAGE _ AND VCLUME _ _ PAGE . RESPECTIVELY. CF THE OFFICIAL RECORDS OF WILLiAMSON COUNTY. TEXAS, AND BEING ALL OF THAT 00509 TRACT OF LAND CONVEYED TO STANDARD PACIFIC OF TEXAS. !NC AS RECORDED IN VOLUME RAGE _ OF THE OFFICIAL RECORDS OF 'MLUAMSON CCLNTY. TEXAS. SAID 05416 ACRE TRACT, BEING MOPE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 1/2 -INCH IRON POD FOUND ON THE NEST RIGHT -OF -WAY LINE OF LONG COVE , i 40 -=DOT RIGHT -OF -WAY) BEING THE COMMON FRONT CORNER CF SAID LOT 13 AND OF LOT 12 OF FOREST CREEK PHASE TWO, THENCE WITH "1HE WEST L'NE OFSAID C 0509 ACRE TRACT OF LAND THE FOLLOWING THREE f 3) COURSES AND GRAPHIC SCALE SCALE : 1" = 100' OHN H. RANDALL SURVEY ABSTRACT No. 531 ILLIAHSON COUNTY, TEXAS 5.0796 ACRES OF ROUND ROCK L 2060 PO. 401 LOT 3A TNI5 LOT DEDICATED TO FOREST CREEK HONE OWNERS ASSOCIATION FOR LANDSCAPE /GREENBELT ESNT. ■° aH POINT OF BEGINNING Na„ T f 2 Cta 9181,,r• 112.18 1 a.It 2 a•yg� na' w 8 „� 0 pt * O a r 81.72 nR 8 gA .1 LS n. a DORAL COURT Ina. swoon stale 6 .011 Ia>w' 5 a 4 ti en ANON f52 - .am saw. caa 4 P 21 ,3 . 0 IV MANAGE N H . slow r LOT 3A TH'5 LOT DEDICATED TC FORES' CREEK HONE OWNERS' ASSOCIATION FOR LANDSCARE /GREENBELT (SIFT DE I AI_ 'A' LOT T DEDICATED 10 FOREST CREEK 7ONC OWNERS' AS50174 Fo. LANDSCAPE /GREENBELT CWT. . Forest Creek Phase 3 14891049'E : / 475.46' --OAK' --OAK' n.a' —nx — NSV —i. / N 6 1'4B'S5'E R.[ •043 r • �, a' �.,�— I 27 till 26 e� 26;1s5 241 ik 28 ./ a * W ''` 80 F 29 &I 28 1 �� � / ' 2 AO WI $ ■ : EN R$p .. ,3 .s o ` ..n. .s . cl' 16 7 n m F �„ a• emu, "' a w•+ 1r 18 ',b 1 18 4 S 12 e CO a• m ' IC LOT 4A TH LD DEDICATED TO FOREST CREEK NONE JWNERS' ASSOCIATION FOR LANDSCAPE /GREENBELT E5NT. / FOREST ORUNAGC AND 510RN SEWER E5NT, Vl Ty� O TH,S LOT OEDATED TC FOREST_ .f CRT EEK 1]A NON 0 E OWNERS' ASSOCIATION N ' e.0 � DPAIN:C �D STORM SEWER c AN cN ' .. LO' OLD'CA 177. TO FORCS' . CREEK 4pNC OWNEP.S' ASSOCiATIp. ' FOR iANCSCAVE /GREENBELT rSNT 280.03' DRIVE Released to Golf Course LOT 19A THIS LOT DEDICATED TO FORE51 CREEK HONE OWNERS' ASSOC.' 0^, FOR LAND5:,ARE 7DREENBE_T (SAO- • man \o.iuuI bei IN Mall aeon ■ man DIU. M11111111�� I MIIU U U. \ l� ' 1�� �\��� 111111111111111111 - -11 I 1111 /111111og:was s� : -ii� �I��I������;��, ��� to ■ 111/1111111kq +. � ����� � �I� I UM ■ •_••a r� • ♦ + IIIIWIIIII i.dUliktiAt� . yo• Lots 19 & 20 Phase 3 Lots 13 & Phase DATE: January 24, 1995 SUBJECT: City Council Meeting, January 26, 1995 ITEM: 10.C. Consider a resolution authorizing the Mayor to execute a deed conveying a narrow strip of land to Standard Pacific of Texas, Inc. Staff Resource Person: Joe Vining Staff Recommendation: Approval The purpose of this conveyance is to facilitate a boundary adjustment involving four single - family building lots and the golf course property. Land from Lots 19 and 20, Forest Creek Phase Three is being added to the golf course land in exchange for land being added to Lots 13 and 14, Forest Creek Phase Two. In conjunction with this resolution amending subdivision plats have been submitted by the Forest Creek developer to establish a more regular common lot line for these lots with the golf course. STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS THAT: COUNTY OF WILLIAMSON § FOREST CREEK PROPERTIES P3 &5, LTD., a Texas limited partnership, ( "Grantor "), for and in consideration of the sum of TEN AND NO /100 DOLLARS ($10.00), and other good and valuable consideration paid by the CITY OF ROUND ROCK, TEXAS, a municipal home rule corporation ("Grantee "), the receipt and sufficiency of which are hereby acknowledged and confessed, subject to the exceptions, liens, encumbrances, terms and provisions hereinafter set forth and described, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL and CONVEY, unto Grantee all of that certain lot, tract or parcel of land situated in Williamson County, Texas, and being more particularly described in Exhibit "A" attached hereto and incorporated herein by reference for all purposes. This conveyance is made subject and subordinate to the encumbrances and exceptions ( "Permitted Exceptions ") described in Exhibit "R" attached hereto and incorporated herein by reference for all purposes, but only to the extent they affect or relate to the Property, and without limitation or expansion of the scope of the special warranty herein contained. TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, unto Grantee, and Grantee's successors and assigns, forever; and Grantor does hereby bind Grantor, and Grantor's successors and assigns, to WARRANT and FOREVER DEFEND, all and singular, the Property, subject to the Permitted Exceptions, unto Grantee, and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise. THE CONVEYANCE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" BASIS, AND GRANTEE ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF GRANTOR HEREIN, EXCEPT AS OTHERWISE SPECIFIED HEREIN, GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. Grantee, by its acceptance hereof, does hereby assume responsibility for all ad valorem taxes and special assessments pertaining to the Property for calendar year 1995 and subsequent years. Grantee, by its acceptance hereof, does further agree to be responsible for any and all ad valorem taxes relating to a subsequent change in the usage or ownership of the Property, whether by reason of this conveyance or hereafter. EXECUTED as of the 9t day of Ii - , 1995. SPECIAL WARRANTY DEED - Page 1 GRANTOR: By: SOVEREIGN INVESTME TS, INC., General Partne 4 SPECIAL W RRANTYDEED VOL. 2675 PAGE 003 DOC# 9505149 FOREST CREEK PROPERTIES P3 &5, LTD. a Texas limited partnership By: Name: Title: OFFICIAL RECORDS WILLIAMSON COUNTY, TEXAS STATE OF TEX VI S 2675 PAGE 0 : - .) i' COUNTY OF WILLIAMSON § This instrument was ACKNOWLEDGED before me, on the day of 1995, by Fret! . "8. 9 the / iCe• t PS, 1/ of SOVEREIGN INVESTMENTS, INC., a Texas corporation, the General Partner of FOREST CREEK PROPERTIES P3 &5, LTD, a Texas limited partnership on behalf of said limited partnership. ��``�� � I�J [S E A L] ( cliL4tF /C . / ��6�X Notary Public, State of Texas My Commission Expires: When recorded return to: City of Round Rock, Texas 221 East Main St. Round Rock, Texas 7 8 6 6 4 Attention: Mona Ryan AU950060011 /wpwin 010595 146:F5455 -00300 -acqu • GRRRIE R. MONTOYA Printed Name of Notary Public ,z .4 NOTARY PUBLIC ` State of Texas Comm. Exp, 03.0748 SPECIAL WARRANTY DEED - Page 2 GRANTEE'S ADDRESS FOR TAX NOTICES: City of Round Rock, Texas 221 East Main Street Round Rock, Texas 7866 4 Attention: David Kautz Finance Director Forest Creek Development, Ltd. Phase Three 0.1192 Acre Tract Vol. 267 SPACE OOv F.N. 0057 (JKH) November 1, 1994 SAM, Inc. lob No, 94071 A DESCRIPTION OF 0.1192 ACRE OF LAND SITUATED IN THE JOHN H. RANDALL SURVEY, ABSTRACT NO. 531, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT CERTAIN TRACT OF LAND CALLED 111457 ACRES OF LAND DESCRIBED AS PARCEL 5 REMAINDER IN THE DEED TO FOREST CREEK DEVELOPMENT, LTD. AS RECORDED IN VOLUME 2469, PAGE 860 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 0.1192 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a I /2 -Inch iron rod found for the southeast comer or said 11.2457 acre tract of land, being an the north right - of-way line of Forest Creek Drive (right -of way varies) and being the southeast corner of this tract; THENCE with said north sight-of -way fine of Forest Creek Drive, the following two (2) courses and distances: I . N 70 15' 54" W, a distance of 30.61 feet to a 1/2-Inch Iron rod found for a point of non-tangent curvature, and 2. with the arc of a curve to the left, a distance of 1 1 .80 feet through a central angle of 01 ° 11' 09 ", having a radius of 570.00 feet and whose fiord bears, N 77° 16' 57" W, a distance of 11.80 feet to a point for the southwest corner of thls tracts THENCE leaving said Forest Creek Drive and crossing said 11.2457 acre tract, N 19 43' 31" E, a distance of 150.09 feet to a point on a northern line of said 1 1 .2457 acre tract for the northwest corner of this tracts THENCE with the northern line of said 11.2457 acre tract, 5 19' 14' 02" E, a distance of 67.31 feet to a 1 /2 -Inch Iron rod found for the northeast corner of this tract, being a northeast comer of said 1 1.245 7 acre tract; THENCE with the east line of said 11.2457 acre tract, 5 19° 43' 31" W, a distance of 96.32 feet to the POINT OF BEGINNING and containing 0.1192 acre of land. Exhibit "R" raconnessalgountna nor pats ot told oo this pap woad dtmrlylel;1b Re sad/dietary d ' OI. 2 6 75 1 , A GE 00 3 G Easements, rights -of -way, ad valorem taxes for the current year, of record; rights of parties in possession, all presently recorded restrictions, reservations, covenants, conditions, and mineral severances, that affect the Property. AU950060011/wpwin EXHIBIT "B" PERMITTED EXCEPTIONS fHE STATEOFTERAS r,OUNIY OF WIWAMSON nis Is to csOi1Y dutdde document was RLED and �ai Cowdy. Toms on Me date Band me UNTY CLERK stamped thenan. _ /� C C /�k�SGe� EXHIBIT "B ", Permitted Exceptions - Solo Page Dock : 9505149 Rec. $ 15.00 Date : 02 -06 -1995 Time : 02:52:56 P.M. Filed 8 Recorded in Official Records of WILLIAMSON County, TX. ELAINE DIZZELL COUNTY CLERK 3400 TEXAS COMMERCE TOWER HOUSTON, TEXAS 77002 -3004 (7131226 -1200 TELEX 6 -2616 TELECOPIER 17131 2 23 -3717 Via Certified Mail Return Receipt Requested Number P 857 904 194 Mr. Robert L. Bennett, Jr. City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 Dear Mr. Bennett: 01/255769 -1 01531B/0001 LIDDELL,SAPP, ZIVLEY, HILL & LABOON, L.L.P. A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS ATTORNEYS 700 LAVACA SUITE BOO AUSTIN, TEXAS 70701 -3102 1512) 404-2000 TELECOPIER 1512) 404 -2099 May 18, 1995 2200 ROSS AVENUE SUITE 900 DALLAS, TEXAS 75201 - 2774 (214) 220 -4600 TELECOPIER 12141220 -4699 RE: Conveyance by Forest Creek Development Ltd. of certain tracts of land in the John H. Randall Survey, Abstract No. 531, in Williamson County, Texas Enclosed are the following documents relating to the captioned matter: Conveyance by Forest Creek Development, Ltd. to Forest Creek Properties, Ltd. of 14.86 acres 1. Three (3) originals of the Assignment of Development Rights, dated March 18, 1994, but effective as of March 21, 1994, executed by Assignor and Assignee that require acknowledgment and recognition of and consent to such assignment by The City of Round Rock; and 2. Three (3) originals of the Estoppel Certificate dated effective March 21, 1994, that require your signature as Affiant to certify and confirm certain information concerning the development contracts. Conveyance by Forest Creek Development, Ltd. to Forest Creek Properties P1S3. Ltd. of 13.41 acres 1. Three (3) originals of the Assignment of Development Rights, dated February 28, 1994, but effective as of March 1, 1994, executed by Assignor and Assignee that require acknowledgment and recognition of and consent to such assignment by The City of Round Rock. Mr. Robert L. Bennett, Jr. May 18, 1995 Page 2 2. A copy for your files of the Estoppel Certificate dated effective as of March 1, 1994 which you executed on March 21, 1994. Conveyance by Forest Creek Development, Ltd. to Forest Creek properties P3 &5, Ltd. of 10.41 acres and 11.24 acres 1. One (1) original of the Assignment of Development Rights, dated June 24, 1994, effective as of June 24, 1994, executed by Assignor and Assignee that requires acknowledgment and recognition of and consent to such assignment by The City of Round Rock; 2. One (1) original of the Estoppel Certificate dated effective June 24, 1994, that requires your signature as Affiant to certify and confirm certain information concerning the development contracts; and 3. An original letter from Forest Creek Development, Ltd. dated June 24, 1994 regarding LUEs which should be retained by you for your files. Please sign the enclosed documents and have your signature notarized as shown. The completed documents should be returned to me at the address shown above. Thank you for your assistance. Please do not hesitate to call me with any questions. My direct number is 404 -2080. bak Enclosures cc: Via Regular Mail Ms. Barbara Hill Kretzschmar The Bayou Park Corporation 20 Greenway Plaza, Suite 212 Houston, Texas 77046 (without enclosures) A1/255769.1 01531S/0001 Very truly yours, bara A. KoPpp P Legal Assistant Mr. Robert L. Bennett, Jr. May 18, 1995 Page 3 11/251769.1 015318/0001 Via Hand Delivery Ms. Phylis J. Donelson Heritage Title Company of Austin, Inc. 98 San Jacinto, Suite 400 Austin, Texas 78701 (without enclosures) k11233757.1 015318/0001 ASSIGNMENT OF DEVELOPMENT RIGHTS FOREST CREEK DEVELOPMENT, LTD., a Texas limited partnership ( "Assignor "), is conveying to FOREST CREEK PROPERTIES, LTD., a Texas limited partnership ( "Assignee ") that certain real property in Williamson County, Texas (the "Property ") more particularly described as follows: 14.86 acres of land, more or less, in the John H. Randall Survey, Abstract No. 531, in Williamson County, Texas, being more particularly described by metes and bounds on Exhibit A attached hereto and made a part hereof. The Property is out of and a part of a tract or parcel of land in Williamson County, Texas (the "Project ") known as the Forest Creek development and more particularly described as 398.16 acres of land out of the E. W. Matthews Survey, Abstract Number 449, and the John H. Randall Survey, Abstract Number 531 in Williamson County, Texas and being a part of that certain 582.35 acre tract of land described in a deed to Ben Franklin Corporation recorded in Volume 1020, Page 812, Official Records of Williamson County, Texas. Assignor intends hereby to assign to Assignee all of Assignor's right, title and interest in and to the development rights with respect to the Property. THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER to Assignee the following (the "Development Rights "): A. Utilities. Assignor's right, title and interest in and to all development rights, utility commitments, water and wastewater taps, living utility equivalents, and contracts and refunds from capital improvement projects relating to the Property (the "Utilities "), as more fully described herein. B. Plans and Studies. All site plans, land plans, surveys, soil and substrata studies, plans and specifications, engineering plans and studies, landscape plans, utility plans and studies, zoning, subdivision and site plan studies and approvals, and other plans or studies of any kind in Assignor's possession relating to the Property (the "Plans and Studies "). C. Contracts. Assignor's right, title and interest in and to, and obligations under, the development contracts listed and described on Exhibit B attached hereto and made a part hereof (the "Contracts ") including without limitation rights to reimbursements and rights to enforce provisions thereof against third parties, but only to the extent the Contracts relate to or benefit the Property or otherwise assigned herein, and as specifically qualified and described herein. TO HAVE AND TO HOLD unto Assignee, its successors or assigns, forever. 1. NO WARRANTIES. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ASSIGNOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DEVELOPMENT RIGHTS ASSIGNED HEREBY. 2. DEDICATION AND DEVELOPMENT AGREEMENT. As used herein, "Dedication and Development Agreement" shall mean and refer to the Dedication and Development Agreement, as amended. The Dedication and Development Agreement and its amendments, if any, are more particularly described on Exhibit B attached hereto and made a part hereof. All capitalized terms used in this Section which are not otherwise defined in this Assignment shall have the same meaning and definition as those used in the Dedication and Development Agreement. a. Subject To. Assignee accepts the Property subject to, but does not assume, the terms and conditions of the Dedication and Development Agreement. 3. LAND USE AGREEMENT. As used herein, "Land Use Agreement" shall mean and refer to the Land Use Agreement, as amended. The Land Use Agreement and its amendments, if any, are more particularly described on Exhibit B attached hereto and made a part hereof. All capitalized terms used in this Section which are not otherwise defined in this Assignment shall have the same meaning and definition as those used in the Land Use Agreement. a. Subject To. Assignee accepts the Property subject to, but does not assume, the terms and conditions of the Land Use Agreement. b. Assignment of Declarant's Rights. Assignor assigns to Assignee a non - exclusive right and authority to enforce the rights, powers and reservations of "Declarant" under the Land Use Agreement, including without limitation the right to approve or consent to the various items and matters requiring Declarant's consent or approval thereunder. Assignee accepts such assignment and assumes the duties of "Declarant" to the extent of such assignment. Upon the occurrence of a default or event of default under the Land Use Agreement or the breach of any covenant or agreement in the Land Use Agreement, Assignee acting alone may enforce the rights and remedies of "Declarant" under the Land Use Agreement. Any request for consent or approvals by "Declarant" under the Land Use Agreement shall require the consent and approval of both Assignor and Assignee. 11/233757.1 015315/0001 2 Assignor and Assignee agree that prior to either party exercising its rights as Declarant under the Land Use Agreement it shall provide notice of its intended action to the other party as set forth in Section 8 hereof. Further, upon receipt by either party of any communication, notice or information related to the rights assigned herein, such communication notice or information shall be delivered, if in writing, or communicated to the other party within a reasonable and timely period after receipt. Assignor covenants and agrees not to assign the rights, powers and reservations of "Declarant" under the Land Use Agreement except in connection with the sale or transfer of Assignor's remaining interest in the Project. Following a default by Captex Development Company, L.C. or its successors or assigns under the terms of the Option Contract dated of even date herewith between Captex and Assignor, Assignee's non- exclusive right and authority to enforce the rights, powers and reservations of "Declarant" under the Land Use Agreement granted herein shall terminate on the earlier to occur of (i) the sale by Assignee of 90% of the lots developed by Assignee on the Property or (ii) twelve (12) months following the date of such default. c. Golf Course Advisory Committee. The Land Use Agreement provides for an Advisory Committee (the "Committee ") for the Golf Course and Facilities to make recommendations to each and every Operator with respect to the maintenance, operation and all rules and regulations governing the management, maintenance and operation of the Course and Facilities. The Land Use Agreement provides that the Declarant and the City shall have equal representation on the Committee. Assignor agrees to use reasonable efforts to request or demand equal representation on the Committee, and to provide Assignee with representation on the Committee based on the ratio between the number of acres in the Property to the number of acres in the Project. d. platting of Golf Course. The parties acknowledge that the Land Use Agreement requires the City, simultaneously with the platting of contiguous portions of the Franklin Tract to plat portions of the Golf Course as one or more legal lots in accordance with the statutes and ordinances of all applicable governmental agencies. In addition, the Land Use Agreement requires the City, within twelve months from the date of the Land Use Agreement, to properly zone the Golf Course for use as a first -class golf course facility permitting, among other matters consistent with the Approved Plan, the sale of alcoholic beverages thereon. Assignee acknowledges and agrees that the City may or may not have performed each of its obligations under the Land Use Agreement as described in this subparagraph, and releases and holds Assignor harmless from any claims, demands or liabilities by, through or under Assignee as a result thereof. 4. WATER AND WASTEWATER AGREEMENT. As used herein, "Water and Wastewater Agreement" shall mean and refer to the Water and Al/233,57.1 015318/0001 3 Wastewater Agreement, as amended. The Water and Wastewater Agreement and its amendments, if any, are more particularly described on Exhibit B attached hereto and made a part hereof. All capitalized terms used in this Section which are not otherwise defined in this Assignment shall have the same meaning and definition as those used in the Water and Wastewater Agreement. a. Subject To. Assignee accepts the Property subject to, but does not assume, the terms and conditions of the Water and Wastewater Agreement. b. hiving Utility Equivalents. Subject to the conditions stated in the Water and Wastewater Agreement, the City has agreed to reserve capacity for Assignor in the water and wastewater improvements to be constructed on and off the Project. Assignor is entitled to allocate living unit equivalents ( "LUES ") to its tract, or any portion thereof, as it deems advisable. Accordingly, Assignor does hereby assign, transfer, set over, convey and deliver unto Assignee, its successors and assigns, the sum of 'M1ir+nt -viva ( 9s ) LUEs as set forth in the Water and Wastewater Agreement and all of the rights, powers and privileges, and interests associated therewith, to have and to hold the said LUEs unto Assignee, its successors or assigns, forever. Assignor does hereby bind itself to warrant and forever defend title to the LUEs unto Assignee, its successors and assigns, against every person whomsoever lawfully claiming, or to claim the same, or any part thereof. Assignor shall designate in writing to the City the amount of LUEs transferred by this conveyance. c. No Plant Capacity Reserved. The parties understand and agree that although Assignor has reserved capacity in the water and wastewater improvements contemplated by the Water and Wastewater Agreement, no capacity in the existing or future treatment plants has been reserved. Available capacity in the treatment plants will be allocated to users in the City's service area on a "first -come, first - served" basis in accordance with the ordinances and regulations of the City. d. Wastewater Improvements. The parties acknowledge that Assignor has constructed or caused to be constructed such off - site wastewater and sanitary sewer improvements for the Project and the lift station and inter- connecting force mains (the "Wastewater Improvements ") as are necessary to bring wastewater and sanitary sewer service to the boundary of the Project and to provide wastewater and sanitary service to the Property, with sufficient capacity to service the proposed densities of the Project and Property, respectively. The Wastewater Improvements comply with the requirements of the Water and Wastewater Agreement and all applicable governmental authorities. e. $t. Andrews Drive Water Improvements. Assignee covenants and agrees to construct or cause to be constructed a twelve inch (12 ") water main from the intersection of St. Andrews Drive and Forest Creek Drive (point L) to the northern edge of Al/233757.1 015315/0001 4 St. Andrews Drive as it is constructed (the "St. Andrews Drive Water Improvements "). The City will participate in the oversizing of this twelve inch (12 ") line in accordance with applicable city ordinances. To the extent Assignee completes such construction, Assignee shall be entitled to any cost participation by or reimbursements from the City. The parties agree that the twelve inch (12 ") water main is required to be constructed from point L to point M as a condition to the approval of the final plat for all of the Preliminary Plan for Forest Creek Phase One, but regardless of the foregoing, Assignor shall be obligated to construct or cause to be constructed the extension of the new twelve inch (12 ") line from L to M as a condition of any final plat containing the 400th LUE out of the Franklin Tract. The construction of the St. Andrews Drive Water Improvements shall comply with the requirements of the Water and Wastewater Agreement and all applicable governmental authorities. 5. PUD Agreement. As used herein, "PUD Agreement" shall mean and refer to the PUD Agreement, as amended. The PUD Agreement and its amendments, if any, are more particularly described on Exhibit B attached hereto and made a part hereof. All capitalized terms used in this Section which are not otherwise defined in this Assignment shall have the same meaning and definition as those used in the PUD Agreement. a. ,Assignment. Assignor does hereby assign, transfer, set over, convey and deliver unto Assignee, its successors and assigns, Assignor's right, title and interest in and to the PUD Agreement, but with respect and limited to the Property only. b. Assumption. Assignee does hereby assume the terms, conditions, covenants and agreements of Assignor in the PUD Agreement, but with respect and limited to the Property only, and agrees to abide by and comply with such terms, conditions, covenants and agreements in connection with the ownership, use, development, advertisement, promotion, sale and operation of the Property. 6. LICENSE AGREEMENT. Assignor hereby grants to Assignee a perpetual, non - exclusive and irrevocable license to use the name "Forest Creek" in connection with the ownership, use, development, advertisement, promotion, sale or operation of the Property. 7. DEFAULT AND REMEDIES. In the event that any party fails to perform its obligations hereunder (except as may be excused (i) by the other party's default or failure or (ii) by the express terms of this Assignment), the party claiming a default will make written demand for performance on the defaulting party (herein so called). In the event the defaulting party fails to comply with such written demand within ten (10) days after notice thereof, the other party will have the option to waive such default or due to the unique character of the subject matter of this Assignment, seek specific performance of the terms and provisions of this Assignment; it being expressly acknowledged and agreed by the 11/233757.1 015318 /0001 5 parties hereto that damages for breach or default of the terms of this Assignment are inadequate and each party hereto accordingly waives any defense that damages or other remedies, other than specific performance, will adequately or appropriately compensate any other party hereto for a breach or default hereunder. Each party expressly consents to and acknowledges and agrees that the foregoing remedial provisions are specifically enforceable. Each party consents to the other party's right to institute any proceeding at law or in equity in order to enforce the terms and provisions of this Assignment. 8. NOTICE. Any notice required or permitted to be delivered under this Assignment shall be deemed received on the earlier of (i) actual receipt by mail, Federal Express or other overnight delivery service, telecopy, or hand delivery , or (ii) three (3) business days after being sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Assignor or Assignee, as the case may be, addressed as follows: !.1/231757.1 01=318/0001 If to Assignor: With a copy to: If to Assignee: With a copy to: Forest Creek Development, Ltd. 20 Greenway Plaza, Suite 212 Houston, Texas 77046 Attn: Peter T. Serebrenik Telephone: (713) 840 -9702 Telefax: (713) 840 -9703 Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 700 Lavaca, Suite 800 Austin, Texas 78701 Attention: Douglas E. Stewart, P.C. Telephone: (512) 404 -2001 Telecopy: (512) 404 -2099 Forest Creek Properties, Ltd., a Texas limited partnership c/o Sovereign Investments, Inc. 3215 Steck Avenue, Suite 101 Austin, Texas 78757 -8060 Attn: John E. Simmons Telephone: (512) 459 -9300 Telefax: (512) 459 -6419 Winstead, Sechrest & Minick 100 Congress Avenue Suite 800 Austin, Texas 78701 Attention: David R. Hewlett Telephone: (512) 370 -2893 Telecopy: (512) 370 -2850 6 9. ASSIGNOR'S AUTHORITY. The person executing this Assignment on behalf of Assignor is authorized to execute same on behalf of Assignor and Assignor's obligations under this Assignment (i) are legally binding, (ii) do not require the consent of any other party and (iii) do not violate the provisions of any agreement to which Assignor is a party. 10. ASSIGNEE AUTHORITY The person executing this Assignment on behalf of Assignee is authorized to execute same on behalf of Assignee and Assignee's obligations under this Assignment (i) are legally binding, (ii) do not require the consent of any other party, and (iii) do not violate the provisions of any agreement to which Assignee is a party. 11. ASSIGNMENT. This Assignment (including all terms, provisions and rights) may not be assigned by either of the parties hereto without the prior written consent of the other party; provided, however, that Assignor shall be entitled, without the requirement to obtain Assignee's consent, to assign its interest in this Assignment to any person or entity acquiring substantially all of the Assignor's remaining interest in the Project. The deed to such person or entity conveying substantially all of Assignor's remaining interest in the Project shall contain a reference that the conveyance is specifically subject to this Assignment and an acknowledgment by the transferee that such party is bound by the terms hereof. Upon an assignment and assumption pursuant to the conditions above, Assignor shall have no further obligation hereunder. 12. ENTIRETY. This Assignment embodies the entire agreement between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. 13. BINDING EFFECT. The terms of this Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 14. FURTHER DOCUMENTS. The parties agree to execute such other documents and assignments as may be necessary to fully carry out the intent hereof or to effectuate the agreement of the parties hereto. 15. ,.STATUS OF RELATIONSHIP. Nothing in this Assignment shall be construed to make any party the partner or joint venturer of or with respect to any other party. 16. HEADINGS. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Assignment. ois11s7ooi 7 EXECUTED this JAS day of / - , 1994, but effective as of March 21, 1994. k1/333757.1 O1s31a /0001 ASSIGNOR: FOREST CREEK DEVELOPMENT, LTD., a Texas limited partnership By: Forest Creek Holdings, Inc., a Texas corporation Its sole general partner ASSIGNEE: By: Name: Title: FOREST CREEK PROPERTIES, LTD., a Texas limited partnership By: Sovereign I, stmen a Texas co General P tner By: 8 Ep• lg ice P esident The City of Round Rock executes this Assignment of Development Rights in acknowledgment and recognition of and consent to the assignment of the rights herein including without limitation the assignment of the rights of "Declarant" under the Land Use Agreement as more specifically set ?orth in paragraph 3b above. THE STATE OF TEXAS COUNTY OF HARRIS TONY ERCOLANI MY COMMIMIQN !milts October 24, 1995 THE STATE OF TEXAS COUNTY OF TRAVIS %:w ` `` PNYLIS J. DONELSON � Notary Public. State of Texas My Commission bens APRIL 30,199 THE STATE OF TEXAS COUNTY OF WILLIAMSON \° °y CHRISTINE R. MARTIN¢ I. Nahry ?Wfic,SCIkolTo9,9 My G;mmss eves -O - 97 A1/233757.1 0153LS/0001 § § § This instrument was acknowledged before me on March /S , 1994, by John G. Treanor, Secretary of Forest Creek Holdings, Inc., a Texas corporation, on behalf of said corporation, acting in its capacity as the general partner of Forest Creek Development, Ltd., a Texas limited partnership, on behalf of said limited partnership. Notary Pubic in and for the State of Texas Print Name: 7T7 /J`/ ektO e_.t+a2 My Commission Expires: h9- 2q- § § This instrument was acknowledged before me on March A;!, 1994, by Fred G. Eppright, Vice President of Sovereign Investments, Inc., a Texas corporation, on behalf of said corporation, and the corporation executed this instrument as the general partner of Forest Creek Properties, Ltd., a Texas limited partnership, on behalf of said limited partnership. § § § Notary lic'ln and for the Sta of Texas Print Name: My Commission Expires: JLJL !I 5 This nstrument was acknowledged before me on , 199W, by k ingr. - 27' L. /3EAIA)�1 Jai. , L /7y /77AV IE.Pi of the City of Round Rock, on behalf of t) a City of Round Rock. Notary Public in and for the State of CjilLIf TAf� ,UEv Print Name: C' K S� /�i My Commission Expires: d-17 9 Forest Creek School Site 14.86 Acres EXHIBITA F.N. 4687R (JEB) February 25, 1994 SRI Job No. 2252 -01 A DESCRIPTION OF 14.86 ACRES OF LAND OUT OF THE JOHN H. RANDALL SURVEY ABSTRACT NO. 531, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT 582.35 ACRES CONVEYED IN A DEED TO FRANKLIN CAPITAL CORP. AND RECORDED IN VOLUME 1733, PAGE 89, OFFICIAL RECORDS OF WILLIAMSON COUNTY. TEXAS: SAID 14.86 ACRE TRACT AS SHOWN ON 593 PLAT NO. CO52- 2252 -01, BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at an iroo rod found for an ell corner of said 582.35 acres, same being a northeast corner of Jack Rabbit Subdivision, a subdivision of record io Cabinet E, Slide 213, Plat Records of Williamson County, Texas for the southeast corner of this tract and the POINT OF BEGINNING; THENCE N 88° 38' 38' W, with the north line of said Jack Rabbit Subdivision, being a south line of said 582.35 acres, a distance of 1590.84 feet to an iron rod set for the southwest corner of this tract; THENCE N 01° 2V 22" E, leaving said common (Inc and crossing said 582.35 acres, a distance of 366.41 feet to an iron rod set on the south line of a City of Round Rock Detention Pond Easement as recorded in Volume 2077, Page 89, Official Records of Wiltian$oa County, Texas, for a oorthweat corner of this tract; THENCE with the south and east lines of said Detention Pond Easement, continuing to cross said 582.35 acres, the following seven (7) courses sad distances: 1. 568° 13' 45" E, a disuom of 36.20 feet to an iron rod set, 2. S 76° 32' 37" E, a distance of 60.98 feet to an iron rod set, 3. S 59' 51' 15" E. a distance of 170.97 feet to an iron rod set, 4. N 56° 32' 01" E, a distance of 40.41 feet to an iron rod se. 5. N 11° 11' 07" E, a distance of 33.17 feet man iron rod set, 6. N 07 04' 33' W, a distance of 73.72 feet man iron rod set, and 7. N 13' 02' 48" W. a distance of 98.77 feet to an iroo rod set in the south right-of-way tine of Forest Creek Drive as dedicated in Volume 2060. Page 467, Official Records of Williamson County, Texas for a northwest corner of this tract; THENCE with the said south right-of-way line of Forest Creek Drive, continuing to cross said 582.35 acres, the following five (5) courses and distances: 1. S 61 35' 21" E, a distance of 99.54 feet man iron rod set for point of curvature, 2. With the arc of a curve to the left, a distance of 544.10 feet through a central angle of 56' 40' 51 ", having • radius of 550.00 feet and whose chord bean, S 89' 55' 47' E, • distance of 522.18 feet man iron rod set for point of tangency, 3. (4 61' 43' 48' E, a distance of 15419 feet m iron rod found for point of curvature. 4. With the arc of a curve to the right • distance of 326.58 fat through a central angle of 41' 34' 51 ", having a radius of 450.00 feet and whose chord bean N 82' 31' 14' E, a distance of 319.46 feet man iron rod found for point of tangency, and 5. S 76' 41' 21' E. a distance of 83.68 feet to an Iron rod ad for point of curvature; THENCE leaving said right-of-way line and continuing to cross said 582.35 acres, the following four (4) coupes and distances: 1. With the arc of a curve to the right, a distance of 37.62 feet, through • central angle of 86' 12' 44 ", having a radius of 25.00 fat and whose chord bears, S 33' 34' 59" E, a distance Page 1 of 2 Forest Creek School Site 14.86 Acres 34.17 feet to an iroo rod set for point of tangency, 2. S 09° 31' 23" W, a distance of 30.38 feet to an iron rod set for point of curvature, 3. With the arc of a curve to the left, a distance of 552.22 feet through a central angle of 59° 08' 24', having a radius of 535.00 feet and whose chord bears. S 20' 02' 49" E, a disance of 528.03 feet to an iron rod set, and 4. S 40' 22' 59" W, a distance of 10.00 feet to POINT OF BEGINNING and containing 14.86 acres of land. THE STATE OF TEXAS COUNTY OF TRAVIS Survey Resources, Inc. P.O. Box 162690 Austin. Texas 78716.2690 KNOW ALL MEN BY THESE PRESENTS: F.N. 4687R (JEB) February 25, 1994 SRJ Job No. 2252 -01 That 1, Michael R. Hatcher, a Registered Professional Land Surveyor, do hereby certify that the above description is true and correct to the best of my knowledge and that the property described herein was determined by a survey made on the ground during June 1993 and updated February 1994 under my direction and supervision. WITNESS MY HAND AND SEAL at Austin, Travis County, Texas this the 251b day of February, 1994. A.D. Page 2 of 2 1R.Ha M' 1 R. Hatcher Registered Professional Land Surveyor No. 4259 - Stan of Texas EXHIBIT B DEVELOPMENT CONTRACTS 1. Dedication and Development Agreement. As used herein, the term "Dedication and Development Agreement" shall mean and refer to the following agreement(s): a. Dedication and Development Agreement dated September 28, 1989, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Dedication and Development Agreement dated December 20, 1989. A1/233755.1 015318/0001 c. Second Amendment to Dedication and Development Agreement dated September 9, 1991. 2. Land Use Agreement. As used herein, the term "Land Use Agreement" shall mean and refer to the following agreement(s): a. Land Use Agreement for Golf Course Tract dated September 28, 1989, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Land Use Agreement for Golf Course Tract dated September 9, 1991. 3. Water and Wastewater Agreement. As used herein, the term "Water and Wastewater Agreement" shall mean and refer to the following agreement(s): a. Franklin 582 Water and Wastewater Service Agreement (Revised) dated April 26, 1990, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Franklin 582 Water and Wastewater Service Agreement (Revised) dated July 25, 1991. c. Second Amendment to Franklin 582 Water and Wastewater Service Agreement (Revised) dated July 9, 1992. d. Franklin 582 Cost Participation Agreement dated May 26, 1992, between the City of Round Rock and Franklin Capital Corporation. Page 1 of 2 Pages 4. PUD Agreement. As used herein, the term "PUD Agreement" shall mean and refer to the following agreement(s): a. Ordinance and Planned Unit Development Agreement dated March 28, 1991, between the City of Round Rock and Franklin Capital Corporation. A1/233755.1 015318/0001 e. First Amendment to Franklin 582 Utility Cost Participation Agreement dated December 22, 1992, between the City of Round Rock and Franklin Capital Corporation. Page 2 of 2 Pages EFFECTIVE DATE: AFFIANT: AFFIANT'S ADDRESS: OWNER: OWNER'S ADDRESS: PURCHASER: PURCHASER'S ADDRESS: PROPERTY: Owner owns the Property and has contracted to sell the Property to Purchaser. Franklin Capital Corporation and The City of Round Rock, Texas (the "City ") have executed certain development contracts relating to the use, development, utilities another matters affecting the Property. All of Franklin Capital Corporation's right, title and interest in and to those development contracts has been assigned to Owner. Owner and Purchaser have requested the City to certify and confirm certain information concerning such development contracts. Therefore, the undersigned, on behalf of the City, certifies and confirms to Owner and Purchaser as follows: A1/233766.1 015314/0001 March 21, 1994 ESTOPPEL CERTIFICATE Robert L. Bennett, Jr., City Manager of the City of Round Rock, Texas 221 E. Main Street, Round Rock, Texas 78664 Forest Creek Development, Ltd., a Texas limited partnership 20 Greenway Plaza, Suite 212, Houston, Texas 77046 Forest Creek Properties, Ltd., a Texas limited partnership c/o Captex Development Company, 3215 Steck Avenue, Suite 101, Austin, Texas 78757 -8060 14.86 acres of land, more or less, in the John H. Randall Survey, Abstract No. 531, in Williamson County, Texas, being more particularly described by metes and bounds on Exhibit A attached hereto and made a part hereof. 1. The development contracts (the "Contracts ") listed and described on Exhibit B attached hereto and made a part hereof comprise all the contracts between Owner and the City relating to the use, development, utilities and other matters affecting the Property as of the date hereof. 2. The Contracts are currently valid and enforceable according to their terms. 3. To the best of my knowledge, ere c i tly exists no default by Owner or Purchaser under the Texas. A1/233764.1 O1S318/0001 ROB 'T L. BENN SUBSCRIBED AND SWORN TO before me on JLI , 1991 by Robert L. Bennett, Jr., on behalf of The Ci�y of Round Rock, Notary Public in and telAtt/ilit the State of Texas Print Name: �, '. f7"JA /T/N62 My Commission Expires: Forest Creek School Site 14.86 Acres EXHIBITA F.N. 4687R (JEB) February 25, 1994 SRI Job No. 2252 -01 A DESCRIPTION OF 14.86 ACRES OF LAND OUT OF THE JOHN H. RANDALL SURVEY ABSTRACT NO. 531, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT 582.35 ACRES CONVEYED IN A DEED TO FRANKLIN CAPITAL CORP. AND RECORDED IN VOLUME 1733, PAGE 89, OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 14.86 ACRE TRACT AS SHOWN ON SRI PLAT NO. CO52- 2252 -01. BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at au iron rod found for an ell corner of said 582.35 urea, same being a northeast corner of Jack Rabbit Subdivision, a subdivision of record in Cabinet E. Slide 213, Plat Records of Williamson County, Texas for the southeast corner of this tract and the POINT OF BEGINNING; THENCE N 88° 38' 38' W. with the north line of said Jack Rabbit Subdivision. being a south line of said 582.35 acres, a distance of 1590.84 feet to an iron rad set for the southwest corner of this tract: THENCE N 01' 21' 22" E. leaving said common line and crossing said 582.35 urea, a distance of 366.41 feet to au iron rod set on the south line of a City of Round Rode Detention Pond Easement as recorded in Volume 2077, Page 89, Official Records of Williamson County, Texas, for a malty/es corner of this trot; THENCE with the south and east lines of said Deteodoo Pond Easement, continuing to cross said 582.35 urea, the following seven (7) courses and distances: 1. S 68° 13' 45" E, a distance of 36.20 feet to an iron rod set, 2. S 76° 32' 37" E, a distance of 60.98 feet to an iron rod sat, 3. S 59° 51' 15" E. a distance of 170.97 feet to an iron rod set, 4. N 56' 32' 01" E, a distance of 40.41 feet man icon rod set, 5. N 11' 11' 07' E, a distance of 33.17 feet to an iron rod set, 6. N 07 04' 33" W, a distance of 73.72 feu to an iron rod set, and 7. N 13' 02' 48' W, a distance of 98.77 feet to an iron rod not in the south right-of-way line of Forest Creek Drive as dedicated in Volume 2060. Page 467, Official Records of Williamson County, Texas for a northwest comer of this has: THENCE with the said south right-of-way line of Forest Creek Drive, continuing to cross said 582.35 acres, the followiog Eve (5) courses and distance: 1. S 61 35' 21" E. a distance of 99.54 feu man iron rod set for point of curvature, 2. With the arc of a curve to the left, a distance of 544.10 feet through a central angle of 56' 40' 51', having a radius of 550.00 feet and whose cbord bears. S 89' 55' 47" E, a distance of 522.18 feu man iron rod set for point of tangency. 3. N 61° 43' 48" E, a distance of 154.29 feet man iron rod fouod for point of curvature, 4. With the arc of a curve to the right a distance of 326.58 feet through a central angle of 41 34' 51". having a radius of 450.00 feet and whose chord bears N 82' 31' 14" E, a distance of 319.46 feet to iron rod found for point of uugeocy, and 5. S 76' 41' 21" E, a distance of 83.68 feet to an iron rod set for point of curvature; THENCE leaving said right-of-way line and continuing to cross said 582.35 acres, the following four (4) courses and distances: 1. With the arc of a curve to the right, a distance of 37.62 feet, through a central angle of 86' 12' 44', having a radius of 25.00 feu and whose chord bears, S 33' 34' 59" E, a distance Page 1 of 2 Forest Creek School Site 14.86 Acres 34.17 feet to an iron rod set for point of tangency. 2. S 09° 31' 23" W, a distance of 30.38 feet to an iron rod set for point of curvature, 3. With the arc of a curve co the left, a distance of 552.22 feet through a central angle of 59° 08' 24', having a radius of 535.00 feet and whose chord bears, S 20° 02' 49" E, a distance of 528.03 feet to an iron rod set, and 4. S 40' 22' 59" W. a distance of 10.00 feet to POINT OF BEGINNING and eontainiog 14.86 acres of land. THE STATE OF TEXAS 1 KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TRAVIS That I, Michael R. Hatcher, a Registered Professional Land Surveyor. do hereby certify that the above description is true and correct to the best of my knowledge and that the property described herein was determined by a survey made on the ground during lune 1993 and updated February 1994 under my direction and supervision. WITNESS MY HAND AND SEAL at Austin, Travis County, Texas this the 25th day of February. 1994, A.D. Survey Resources, Inc. P.O. Box 162690 Austin. Texas 78716-2690 Page 2 of 2 F.N. 46879. (MB/ February 25, 1994 SRI fob No. 2252 -01 Mi 1 R. Hatcher Registered Professional Land Surveyor No. 4259 - State of Texan EXHIBIT B DEVELOPMENT CONTRACTS 1. Dedication and Development Acreement. As used herein, the term "Dedication and Development Agreement" shall mean and refer to the following agreement(s): a. Dedication and Development Agreement dated September 28, 1989, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Dedication and Development Agreement dated December 20, 1989. c. Second Amendment to Dedication and Development Agreement dated September 9, 1991. 2. Land Use Agreement. As used herein, the term "Land Use Agreement" shall mean and refer to the following agreement(s): a. Land Use Agreement for Golf Course Tract dated September 28, 1989, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Land Use Agreement for Golf Course Tract dated September 9, 1991. 3. Water and Wastewater Agreement. As used herein, the term "Water and Wastewater Agreement" shall mean and refer to the following agreement(s): a. Franklin 582 Water and Wastewater Service Agreement (Revised) dated April 26, 1990, between the City of Round Rock and Franklin Capital Corporation. A1/233755.1 015318/0001 b. First Amendment to Franklin 582 Water and Wastewater Service Agreement (Revised) dated July 25, 1991. c. Second Amendment to Franklin 582 Water and Wastewater Service Agreement (Revised) dated July 9, 1992. d. Franklin 582 Cost Participation Agreement dated May 26, 1992, between the City of Round Rock and Franklin Capital Corporation. Page 1 of 2 Pages 4. PUD Agreement. As used herein, the term "PUD Agreement" shall mean and refer to the following agreement(s): A1/233755.1 015318/0001 e. First Amendment to Franklin 582 Utility Cost Participation Agreement dated December 22, 1992, between the City of Round Rock and Franklin Capital Corporation. a. Ordinance and Planned Unit Development Agreement dated March 28, 1991, between the City of Round Rock and Franklin Capital Corporation. Page 2 of 2 Pages A1/232448.1 015318/0001 ASSIGNMENT OF DEVELOPMENT RIGHTS FOREST CREEK DEVELOPMENT, LTD., a Texas limited partnership ( "Assignor "), is conveying to FOREST CREEK PROPERTIES P1S3, LTD., a Texas limited partnership ( "Assignee ") that certain real property in Williamson County, Texas (the "Property ") more particularly described as follows: 13.41 acres of land, more or less, in the John H. Randall Survey, Abstract No. 531, in Williamson County, Texas, being more particularly described by metes and bounds on Exhibit A attached hereto and made a part hereof. The Property is out of and a part of a tract or parcel of land in Williamson County, Texas (the "Project ") known as the Forest Creek development and more particularly described as 398.16 acres of land out of the E. W. Matthews Survey, Abstract Number 449, and the John H. Randall Survey, Abstract Number 531 in Williamson County, Texas and being a part of that certain 582.35 acre tract of land described in a deed to Ben Franklin Corporation recorded in Volume 1020, Page 812, Official Records of Williamson County, Texas. Assignor intends hereby to assign to Assignee all of Assignor's right, title and interest in and to the development rights with respect to the Property. THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER to Assignee the following (the "Development Rights "): A. Utilities. Assignor's right, title and interest in and to all development rights, utility commitments, water and wastewater taps, living utility equivalents, and contracts and refunds from capital improvement projects relating to the Property (the "Utilities "), as more fully described herein. B. Plans and Studies. All site plans, land plans, surveys, soil and substrata studies, plans and specifications, engineering plans and studies, landscape plans, utility plans and studies, zoning, subdivision and site plan studies and approvals, and other plans or studies of any kind in Assignor's possession relating to the Property (the "Plans and Studies"), C. Contracts. Assignor's right, title and interest in and to, and obligations under, the development contracts listed and described on Exhibit B attached hereto and made a part hereof (the "Contracts ") including without limitation rights to reimbursements and rights to enforce provisions thereof against third parties, but only to the extent the Contracts relate to or benefit the Property or otherwise assigned herein, and as specifically qualified and described herein. TO HAVE AND TO HOLD unto Assignee, its successors or assigns, forever. 1. pIO WARRANTIES. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ASSIGNOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DEVELOPMENT RIGHTS ASSIGNED HEREBY. 2. DEDICATION AND DEVELOPMENT AGREEMENT. As used herein, "Dedication and Development Agreement" shall mean and refer to the Dedication and Development Agreement, as amended. The Dedication and Development Agreement and its amendments, if any, are more particularly described on Exhibit B attached hereto and made a part hereof. All capitalized terms used in this Section which are not otherwise defined in this Assignment shall have the same meaning and definition as those used in the Dedication and Development Agreement. a. Subject To. Assignee accepts the Property subject to, but does not assume, the terms and conditions of the Dedication and Development Agreement. 3. LAND USE AGREEMENT. As used herein, "Land Use Agreement" shall mean and refer to the Land Use Agreement, as amended. The Land Use Agreement and its amendments, if any, are more particularly described on Exhibit B attached hereto and made a part hereof. All capitalized terms used in this Section which are not otherwise defined in this Assignment shall have the same meaning and definition as those used in the Land Use Agreement. a. Subiect To. Assignee accepts the Property subject to, but does not assume, the terms and conditions of the Land Use Agreement. b. Assignment of Declarant's Rights. Assignor assigns to Assignee a non - exclusive right and authority to enforce the rights, powers and reservations of "Declarant" under the Land Use Agreement, including without limitation the right to approve or consent to the various items and matters requiring Declarant's consent or approval thereunder. Assignee accepts such assignment and assumes the duties of "Declarant" to the extent of such assignment. Upon the occurrence of a default or event of default under the Land Use Agreement or the breach of any covenant or agreement in the Land Use Agreement, Assignee acting alone may enforce the rights and remedies of "Declarant" under the Land Use Agreement. Any request for consent or approvals by "Declarant" under the Land Use A1/232448.1 015318/0001 2 Agreement shall require the consent and approval of both Assignor and Assignee. Assignor and Assignee agree that prior to either party exercising its rights as Declarant under the Land Use Agreement it shall provide notice of its intended action to the other party as set forth in Section 8 hereof. Further, upon receipt by either party of any communication, notice or information related to the rights assigned herein, such communication notice or information shall be delivered, if in writing, or communicated to the other party within a reasonable and timely period after receipt. Assignor covenants and agrees not to assign the rights, powers and reservations of "Declarant" under the Land Use Agreement except in connection with the sale or transfer of Assignor's remaining interest in the Project. Following a default by Captex Development Company, L.C. or its successors or assigns under the terms of the Option Contract dated of even date herewith between Captex and Assignor, Assignee's non- exclusive right and authority to enforce the rights, powers and reservations of "Declarant" under the Land Use Agreement granted herein shall terminate on the earlier to occur of (i) the sale by Assignee of 90% of the lots developed by Assignee on the Property or (ii) twelve (12) months following the date of such default. c. Golf Course Advisory Committee. The Land Use Agreement provides for an Advisory Committee (the "Committee ") for the Golf Course and Facilities to make recommendations to each and every Operator with respect to the maintenance, operation and all rules and regulations governing the management, maintenance and operation of the Course and Facilities. The Land Use Agreement provides that the Declarant and the City shall have equal representation on the Committee. Assignor agrees to use reasonable efforts to request or demand equal representation on the Committee, and to provide Assignee with representation on the Committee based on the ratio between the number of acres in the Property to the number of acres in the Project. d. Platting of Golf Course. The parties acknowledge that the Land Use Agreement requires the City, simultaneously with the platting of contiguous portions of the Franklin Tract to plat portions of the Golf Course as one or more legal lots in accordance with the statutes and ordinances of all applicable governmental agencies. In addition, the Land Use Agreement requires the City, within twelve months from the date of the Land Use Agreement, to properly zone the Golf Course for use as a first -class golf course facility permitting, among other matters consistent with the Approved Plan, the sale of alcoholic beverages thereon. Assignee acknowledges and agrees that the City may or may not have performed each of its obligations under the Land Use Agreement as described in this subparagraph, and releases and holds Assignor harmless from A1/232448.1 015318/0001 3 any claims, demands or liabilities by, through or under Assignee as a result thereof. 4. WATER AND WASTEWATER AGREEMENT. As used herein, "Water and Wastewater Agreement" shall mean and refer to the Water and Wastewater Agreement, as amended. The Water and Wastewater Agreement and its amendments, if any, are more particularly described on Exhibit B attached hereto and made a part hereof. All capitalized terms used in this Section which are not otherwise defined in this Assignment shall have the same meaning and definition as those used in the Water and Wastewater Agreement. a. Subject To. Assignee accepts the Property subject to, but does not assume, the terms and conditions of the Water and Wastewater Agreement. b. Living Utility Eauivalents. Subject to the conditions stated in the Water and Wastewater Agreement, the City has agreed to reserve capacity for Assignor in the water and wastewater improvements to be constructed on and off the Project. Assignor is entitled to allocate living unit equivalents ( "LUEs ") to its tract, or any portion thereof, as it deems advisable. Accordingly, Assignor does hereby assign, transfer, set over, convey and deliver unto Assignee, its successors and assigns, the sum of Forty -Four ( 44 ) LUEs as set forth in the Water and Wastewater Agreement and all of the rights, powers and privileges, and interests associated therewith, to have and to hold the said LUEs unto Assignee, its successors or assigns, forever. Assignor does hereby bind itself to warrant and forever defend title to the LUEs unto Assignee, its successors and assigns, against every person whomsoever lawfully claiming, or to claim the same, or any part thereof. Assignor shall designate in writing to the City the amount of LUEs transferred by this conveyance. c. No Plant Capacity Reserved. The parties understand and agree that although Assignor has reserved capacity in the water and wastewater improvements contemplated by the Water and Wastewater Agreement, no capacity in the existing or future treatment plants has been reserved. Available capacity in the treatment plants will be allocated to users in the City's service area on a "first -come, first - served" basis in accordance with the ordinances and regulations of the City. d. Wastewater Improvements. The parties acknowledge that Assignor has constructed or caused to be constructed such off - site wastewater and sanitary sewer improvements for the Project and the lift station and inter - connecting force mains (the "Wastewater Improvements ") as are necessary to bring wastewater and sanitary sewer service to the boundary of the Project and to provide wastewater and sanitary service to the Property, with sufficient capacity to service the proposed densities of the Project and Property, respectively. The Wastewater Improvements comply with A1/232448.1 015318/0001 4 the requirements of the Water and Wastewater Agreement and all applicable governmental authorities. e. St. Andrews Drive Water Improvements. Assignee covenants and agrees to construct or cause to be constructed a twelve inch (12 ") water main from the intersection of St. Andrews Drive and Forest Creek Drive (point L) to the northern edge of St. Andrews Drive as it is constructed (the "St. Andrews Drive Water Improvements "). The City will participate in the oversizing of this twelve inch (12 ") line in accordance with applicable city ordinances. To the extent Assignee completes such construction, Assignee shall be entitled to any cost participation by or reimbursements from the City. The parties agree that the twelve inch (12 ") water main is required to be constructed from point L to point M as a condition to the approval of the final plat for all of the Preliminary Plan for Forest Creek Phase One, but regardless of the foregoing, Assignor shall be obligated to construct or cause to be constructed the extension of the new twelve inch (12 ") line from L to M as a condition of any final plat containing the 400th LUE out of the Franklin Tract. The construction of the St. Andrews Drive Water Improvements shall comply with the requirements of the Water and Wastewater Agreement and all applicable governmental authorities. 5. PUD Agreement. As used herein, "PUD Agreement" shall mean and refer to the PUD Agreement, as amended. The PUD Agreement and its amendments, if any, are more particularly described on Exhibit B attached hereto and made a part hereof. All capitalized terms used in this Section which are not otherwise defined in this Assignment shall have the same meaning and definition as those used in the PUD Agreement. a. Assignment. Assignor does hereby assign, transfer, set over, convey and deliver unto Assignee, its successors and assigns, Assignor's right, title and interest in and to the PUD Agreement, but with respect and limited to the Property only. b. Assumption. Assignee does hereby assume the terms, conditions, covenants and agreements of Assignor in the PUD Agreement, but with respect and limited to the Property only, and agrees to abide by and comply with such terms, conditions, covenants and agreements in connection with the ownership, use, development, advertisement, promotion, sale and operation of the Property. 6. LICENSE AGREEMENT. Assignor hereby grants to Assignee a perpetual, non - exclusive and irrevocable license to use the name "Forest Creek" in connection with the ownership, use, development, advertisement, promotion, sale or operation of the Property. 7. DEFAULT AND REMEDIES. In the event that any party fails to perform its obligations hereunder (except as may be excused (i) by the other party's default or failure or (ii) by the express A1/232448.1 015318/0001 5 terms of this Assignment), the party claiming a default will make written demand for performance on the defaulting party (herein so called). In the event the defaulting party fails to comply with such written demand within ten (10) days after notice thereof, the other party will have the option to waive such default or due to the unique character of the subject matter of this Assignment, seek specific performance of the terms and provisions of this Assignment; it being expressly acknowledged and agreed by the parties hereto that damages for breach or default of the terms of this Assignment are inadequate and each party hereto accordingly waives any defense that damages or other remedies, other than specific performance, will adequately or appropriately compensate any other party hereto for a breach or default hereunder. Each party expressly consents to and acknowledges and agrees that the foregoing remedial provisions are specifically enforceable. Each party consents to the other party's right to institute any proceeding at law or in equity in order to enforce the terms and provisions of this Assignment. 8. NOTICE. Any notice required or permitted to be delivered under this Assignment shall be deemed received on the earlier of (i) actual receipt by mail, Federal Express or other overnight delivery service, telecopy, or hand delivery , or (ii) three (3) business days after being sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Assignor or Assignee, as the case may be, addressed as follows: A1/232448.1 015318/0001 If to Assignor: With a copy to: Forest Creek Development, Ltd. 20 Greenway Plaza, Suite 212 Houston, Texas 77046 Attn: Peter T. Serebrenik Telephone: (713) 840 -9702 Telefax: (713) 840 -9703 Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 700 Lavaca, Suite 800 Austin, Texas 78701 Attention: Douglas E. Stewart, P.C. Telephone: (512) 404 -2001 Telecopy: (512) 404 -2099 6 If to Assignee: With a copy to: Forest Creek Properties P1S3, Ltd., a Texas limited partnership c/o Sovereign Investments, Inc. 3215 Steck Avenue, Suite 101 Austin, Texas 78757 -8060 Attn: John E. Simmons Telephone: (512) 459 -9300 Telefax: (512) 459 -6419 Winstead, Sechrest 8 Minick 100 Congress Avenue Suite 800 Austin, Texas 78701 Attention: David R. Hewlett Telephone: (512)370 -2893 Telecopy: (512)370 -2850 9. ASSIGNOR'S AUTHORITY. The person executing this Assignment on behalf of Assignor is authorized to execute same on behalf of Assignor and Assignor's obligations under this Assignment (i) are legally binding, (ii) do not require the consent of any other party and (iii) do not violate the provisions of any agreement to which Assignor is a party. 10. ASSIGNEE'S AUTHORITY. The person executing this Assignment on behalf of Assignee is authorized to execute same on behalf of Assignee and Assignee's obligations under this Assignment (i) are legally binding, (ii) do not require the consent of any other party, and (iii) do not violate the provisions of any agreement to which Assignee is a party. 11. ASSIGNMENT. This Assignment (including all terms, provisions and rights) may not be assigned by either of the parties hereto without the prior written consent of the other party; provided, however, that Assignor shall be entitled, without the requirement to obtain Assignee's consent, to assign its interest in this Assignment to any person or entity acquiring substantially all of the Assignor's remaining interest in the Project. The deed to such person or entity conveying substantially all of Assignor's remaining interest in the Project shall contain a reference that the conveyance is specifically subject to this Assignment and an acknowledgment by the transferee that such party is bound by the terms hereof. Upon an assignment and assumption pursuant to the conditions above, Assignor shall have no further obligation hereunder. 12. ENTIRETY. This Assignment embodies the entire agreement between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. A1/232448.1 015318/0001 7 13. BINDING EFFECT. The terms of this Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 14. FURTHER DOCUMENTS. The parties agree to execute such other documents and assignments as may be necessary to fully carry out the intent hereof or to effectuate the agreement of the parties hereto. 15. STATUS OF RELATIONSHIP. Nothing in this Assignment shall be construed to make any party the partner or joint venturer of or with respect to any other party. 16. HEADINGS. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Assignment. EXECUTED this ,:,(01 day of c , effective as of March 1, 1994. A1/232448.1 015318/0001 ASSIGNOR: FOREST CREEK DEVELOPMENT, LTD., a Texas limited partnership By: Forest Creek Holdings, Inc., a Texas corporation Its sole general partner By: ASSIGNEE: Peter . Serebrenik President , 1994, but FOREST CREEK PROPERTIES P1S3, LTD., a Texas limited partnership By: Sovereign Investments, Inc., a Texas co .•ration General Pa ner By: 8 F G. •p 1 ce P•esident THE STATE OF TEXAS S s COUNTY OF HARRIS S This instrument was acknowledged before me on Mareir ca , 1994, by Peter T. Serebrenik, President of Forest Creek Hold ni gs, Inc., a Texas corporation, on behalf of said corporation, acting in its capacity as the general partner of Forest Creek Development, Ltd., a Texas limited partnership, on behalf of said limited partnership. The City of Round Rock executes this Assignment of Development Rights in acknowledgment and recognition of and consent to the assignment of the rights herein including without limitation the assignment of the rights of "Declarant" under the Land Use Agreement as more specifically set fort in paragraph 3b above. BARBARA KRETZSCHMAR Notary Public, State of Teas Commhdoe Eapire 11.01 - 9� ' J THE STATE OF TEXAS S S COUNTY OF TRAVIS S PHYLIS J, DONELSON Notary Public, State of Texas i My Caremisake Expires APRIL 30, 1997 A1/232448.1 015318/0001 THE CITY OF 'O D RO sireamanwheimairiaor By: Name: Title: (6.t - N9'Ea><y Public in t State of Te Print Name: My Commission Expires: This instrument was acknowledged before me on March 15 , 1994, by Fred G. Eppright, Vice President of Sovereign Investments, Inc., a Texas corporation, on behalf of said corporation, and the corporation executed this instrument as the general partner of Forest Creek Properties P1S3, Ltd., a Texas limited partnership, on behalf of said limited partnership. Covith- Notary b is in and for the State of Texas Print Name: My Commission Expires: 9 THE STATE OF TEXAS COUNTY OF WILLIAMSON _j This instrument was acknowledged before me on J � /I , 1199,e, by , / OQ&2T 2 , & t),ijerl S� , 6 Ty /7)HA))94 E2 of the City of Round Rock, on behalf of ? City of Round Rock. t. Notary Public in and for the State of T x s Print Name: (Wenr2/0F. iP / 5 /3,ET / NEZ.) My Commission Expires: f�. A1/232448.1 015318/0001 S S S 10 Forest Creek Phase 1, Section 3 13.41 Acres F.N. 4794R (JEB) March 1, 1994 SRI Job No. 2258 -01 DESCRIPTION OF A 13.41 ACRE TRACT OF LAND OUT OF THE JOHN H. RANDALL SURVEY, ABSTRACT NO. 531 IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT CERTAIN 53.3804 ACRE TRACT OF LAND DESCRIBED IN THAT DEED TO FRANKLIN CAPITAL CORPORATION AS RECORDED IN VOLUME 1733, PAGE 89 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 13.41 ACRE TRACT. AS SHOWN ON SRI DRAWING No. 0052- 2258-01, BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at an iron rod found for the most northerly comer of Forest Creek Phase One. Section Two, a subdivision of record in Cabinet K, Slides 342 through 343, Plat Records of Williamson County, Texas for the most northerly comer hereof; THENCE with the west lines of the said Forest Creek Phase One, Section Two, the following five (5) courses and distances: 1. S 24° 51' 5T W, a distance of 171.86 feet to an Iron rod found, 2. S 72' 29' 18' W, a distance of 179.99 feet to an Iron rod found, 3. S 05' 00' 37' E, a distance of 169.96 feet to an iron rod found, 4. S 23 55' Or W, a distance of 179.86 feet to an Iron rod found, and 5. S 28 30' 00' W, a distance of 190.03 feet to an iron rod found, being a north comer of Forest Creek Phase One, Section One, a subdivision of record in Cabinet K, Slides 150 through 151, Plat Records of Williamson County, Texas; THENCE with the north line of the said Forest Creek Phase One, Section One, the following five (5) courses and distances: 1. N 46 01' 52' W, a distance of 400.07 feet to an iron rod found, 2. S 49 15' 32' W. a distance of 129.97 feet to an iron rod found, 3. S 34° 21' 22' W, a distance of 109.99 feet to an iron rod found, 4. S 02' 26' 28' W, a distance of 49.99 feet to an Iron rod found, and 5. S 80° 26' 28" W, a distance of 172.95 feet to an iron rod found for the northwest comer Of said Forest Creek Phase One, Section One, same being in the east line Of that 65.0796 acre tract described in a deed to the City of Round Rock, Texas as recorded in Volume 2060, Page 401 of the Official Records of Williamson County, Texas for the southwest corner of this tract; THENCE with the lines of said 65.0796 acre tract, the following five (5) courses and distances: 1. N 21° 02' 01' W, a distance of 282.38 feet to an iron rod found, 2. N 49° 16' 23' E, a distance of 676.46 feet to an iron rod found, 3. N 43° 36' 04' E, a distance of 556.53 feet to an iron rod set, Page 1 of 2 EXHIBIT ff 1 Forest Creek Phase 1, Section 3 1341 Acres 4. S 66' 20' 44' E, a distance of 107.02 feel to an iron rod found, and 5. S IT 43' 33' E, a distance of 396.47 feet to the POINT OF BEGINNING and containing 13.41 acres of land. THE STATE OF TEXAS COUNTY OF TRAVIS KNOW AU. MEN BY THESE PRESENTS: F.N. 4794R (JEB) March 1, 1994 SRI Job No. 2258-01 That I, Michael R. Hatcher, a Registered Professional Land Surveyor, do hereby certify that the above description is true and correct to the best of my knowledge and that the property described herein was determined by a survey made on the ground In June 1993 and updated in February 1994 under my direction and supervision. WITNESS MY FUND AND SEAL at Austin, Travis County, Texas this the 15th day of March, 1994, A.D. i SURVEY RESOURCES, INC. ., Fe1 P.O. Box 162690 // - 5 f E .. + ^. Austin, Texas 78716 -2690 / /r7 y p ° re 9 e• ti MICHAEL •:. t:Ar&.HGH ; .,� r rs 4259 r c4 / Y ? \{ p � eUR i Page 2 of 2 M 42 r ic el R. Hatcher Registered Professional Land Surveyor No. 4259 - State of Texas EXHIBIT B DEVELOPMENT CONTRACTS 1. Dedication and Development Agreement. As used herein, the term "Dedication and Development Agreement" shall mean and refer to the following agreement(s): a. Dedication and Development Agreement dated September 28, 1989, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Dedication and Development Agreement dated December 20, 1989. c. Second Amendment to Dedication and Development Agreement dated September 9, 1991. 2. Land Use Agreement. As used herein, the term "Land Use Agreement" shall mean and refer to the following agreement(s): a. Land Use Agreement for Golf Course Tract dated September 28, 1989, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Land Use Agreement for Golf Course Tract dated September 9, 1991. 3. Water and Wastewater Agreement. As used herein, the term "Water and Wastewater Agreement" shall mean and refer to the following agreement(s): a. Franklin 582 Water and Wastewater Service Agreement (Revised) dated April 26, 1990, between the City of Round Rock and Franklin Capital Corporation. A1/232403.1 015318 /0001 b. First Amendment to Franklin 582 Water and Wastewater Service Agreement (Revised) dated July 25, 1991. c. Second Amendment to Franklin 582 Water and Wastewater Service Agreement (Revised) dated July 9, 1992. d. Franklin 582 Cost Participation Agreement dated May 26, 1992, between the City of Round Rock and Franklin Capital Corporation. Page 1 of 2 Pages 4. purl Agreement. As used herein, the term "PUD Agreement" shall mean and refer to the following agreement(s): a. Ordinance and Planned Unit Development Agreement dated March 28, 1991, between the City of Round Rock and Franklin Capital Corporation. Al/212407.1 01531$ /0001 e. First Amendment to Franklin 582 Utility Cost Participation Agreement dated December 22, 1992, between the City of Round Rock and Franklin Capital Corporation. Page 2 of 2 Pages EFFECTIVE DATE: AFFIANT: AFFIANT'S ADDRESS: OWNER: OWNER'S ADDRESS: PURCHASER: PURCHASER'S ADDRESS: PROPERTY: Owner owns the Property and has contracted to sell the Property to Purchaser. Franklin Capital Corporation and The City of Round Rock, Texas (the "City ") have executed certain development contracts relating to the use, development, utilities another matters affecting the Property. All of Franklin Capital Corporation's right, title and interest in and to those development contracts has been assigned to Owner. Owner and Purchaser have requested the City to certify and confirm certain information concerning such development contracts. Therefore, the undersigned, on behalf of the City, certifies and confirms to Owner and Purchaser as follows: A1/233139.1 015318/0001 March 1, 1994 ESTOPPEL CERTIFICATE c©?Y Robert L. Bennett, Jr., City Manager of the City of Round Rock, Texas 221 E. Main Street, Round Rock, Texas 78664 Forest Creek Development, Ltd., a Texas limited partnership 20 Greenway Plaza, Suite 212, Houston, Texas 77046 Forest Creek Properties P153, Ltd., a Texas limited partnership c/o Captex Development Company, 3215 Steck Avenue, Suite 101, Austin, Texas 78757 -8060 13.41 acres of land, more or less, in the John H. Randall Survey, Abstract No. 531, in Williamson County, Texas, being more particularly described by metes and bounds on Exhibit A attached hereto and made a part hereof. 1. The development contracts (the "Contracts ") listed and described on Exhibit B attached hereto and made a part hereof comprise all the contracts between Owner and the City relating to the use, development, utilities and other matters affecting the Property as of the date hereof. 2. The Contracts are currently valid and enforceable according to their terms. 3. To the best of my knowledge, the e currently exists no default by Owner or Purchaser under the Cy r cts. Rs ERT L BENNETT, JR SUBSCRIBED AND SWORN TO before me on (L c.H �t , 1994, by Robert L. Bennett, Jr., on behalf of The City bf Round Rock, Texas. A1/233139.1 015318/0001 Nota the Public in and for ate of Texas Print Name: My Commission Expires: VIRGINIA M. MORENO NYary ,' 11.:c. Sara of Texas My Cu & 9s Jan. 11, 1998 Forest Creek Phase 1, Se:doa 3 EXHIBIT "A" F.N. 4794 (JEB) January 16, 1993 591 Job No. 2239 -01 DESCRIPTION OF lip43.41 ACRE TRACT OF LAND OUT OF THE JOHN H. RANDALL SURVEY, ABSTRACT NO. 521 L"6 WIL 1AMSON COUNTY, TEXAS, BELNG A PORTION OF THAT CERTAIN 53360 ACRE TRACT OF LAND DESCRIBED 154 THAT DEED TO FRANI::L'4 CAPITAL CORPORATION AS RECORDED IN VOLUME 17 ' 3. PAGE 69 OF THE OFFICIAL RE L' CORDS OF WI IAMSON COUNTY, TEXAS: SAID 13. ACRE TRACT, AS SHOWN ON TrI1S PLAT, BEING MORE PARTICULAR.' Y DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGL^INING at en iron rod found for the most northerly corner of a 39.9E acre tram dos- ioed in a deed to Forest Creek Propertics, Ltd. and recorded in Volume 2167, Page 945, OMcia Record' of Williamson Counry, Texas for the most northerly comer hereof; THENCE. with the west lines of the said 39.9E acre tract, same being the west linos of the proposed Forest Creek Phase One, 50SOn Two, the following five (5) caurss and di [tenets: 1. 5 2.4' 51' 57' W, a distance of 171.86 feet to an iron rod found, 2. $ 72' 29' 16" W, a distance of 179.99 feet to an iron rod found, 3. 5 05' 00' 37' 5, a distance of 169.96 feet to an iron rod found, 4. 9 23• 55' 01' W, a distance of 179.86 feet to an iron rod found, and 5. 5 28' 30' 00" W, a distance of 190.03 feet to an iron rod set for an interior corner of said 39.98 acre tray some being a north corner of that Forst Creek Phase One, Section One, a subdivision of record in Cabinet K, Slides 150 through 151, Plat Records of Williamson County, Texas; THENCE continuing with the west lines of the said 39.98 acre tract, same being the north fine of the said Forst Crock Phase One, Section One, the following fivc (5) courses and distaares: I. N 46' 01' 52' W, a distance of 400.07 feet to an iron rod found, 2. S 49' 15' 32" W, a distance of 129.97 feet to an iron rod se; 3. S 34' 21' 22' W, a distance of 109.99 feet to tae iron rod set, 4, S 02' 26' 28" W, a distance of 49.99 feet to an iron rod found, and 5. S 80' 24' 28" W, a distance of 172.95 feet to an von rod set for the northwest corner of said 39.98 ace :ra0 same being in the cast line of that 65.0796 acre tram described in a deed to the Official Records of Willimsan County, Texas for the southwest comer of this trace THENCE with the east line of said 65.0796 acre tract, the following five (5) courses and''distanms: 1. N 21' 02' 01' W, a distant of 26238 feet to an iron rod found, 2. N 49' 16' 23' 5, a distant of 676.46 feet to an iron rod found, 3. N 43' 36' 04' E, a distance of 556.53 feet to an iron rod set, 4. 5 66' 20' 44' E, a distance of 107.C2 feet to an iron rod found, and 5. 5 17' 43' 33' E, a distant of 396.47 feet to the POINT OF BEGINNING and containing 13.41 acres of land. EXHIBIT B DEVELOPMENT CONTRACTS 1. Dedication and Development Agreement. As used herein, the term "Dedication and Development Agreement" shall mean and refer to the following agreement(s): a. Dedication and Development Agreement dated September 28, 1989, between the City of Round Rock and Franklin Capital Corporation. A1/232403.1 015318/0001 b. First Amendment to Dedication and Development Agreement dated December 20, 1989. c. Second Amendment to Dedication and Development Agreement dated September 9, 1991. 2. Land Use Agreement. As used herein, the term "Land Use Agreement" shall mean and refer to the following agreement(s): a. Land Use Agreement for Golf Course Tract dated September 28, 1989, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Land Use Agreement for Golf Course Tract dated September 9, 1991. 3. Water and Wastewater Agreement. As used herein, the term "Water and Wastewater Agreement" shall mean and refer to the following agreement(s): a. Franklin 582 Water and Wastewater Service Agreement (Revised) dated April 26, 1990, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Franklin 582 Water and Wastewater Service Agreement (Revised) dated July 25, 1991. c. Second Amendment to Franklin 582 Water and Wastewater Service Agreement (Revised) dated July 9, 1992. d. Franklin 582 Cost Participation Agreement dated May 26, 1992, between the City of Round Rock and Franklin Capital Corporation. Page 1 of 2 Pages 4. PUD Agreement. As used herein, the term "PUD Agreement" shall mean and refer to the following agreement(s): a. Ordinance and Planned Unit Development Agreement dated March 28, 1991, between the City of Round Rock and Franklin Capital Corporation. A1/232403.1 015311/0001 e. First Amendment to Franklin 582 Utility Cost Participation Agreement dated December 22, 1992, between the City of Round Rock and Franklin Capital Corporation. Page 2 of 2 Pages A1/233713.1 015318/0001 ASSIGNMENT OF DEVELOPMENT RIGHTS FOREST CREEK DEVELOPMENT, LTD., a Texas limited partnership ( "Assignor "), is conveying to FOREST CREEK PROPERTIES P3 &5, LTD., a Texas limited partnership ( "Assignee ") that certain real property in Williamson County, Texas (the "Property ") more particularly described as follows: TRACT I: 10.41 acres of land, more or less, in the John H. Randall Survey, Abstract No. 531, in Williamson County, Texas, being more particularly described by metes and bounds on Exhibit A attached hereto and made a part hereof. TRACT II: 11.24 acres of land, more or less, in the John H. Randall Survey, Abstract No. 531, in Williamson County, Texas, being more particularly described by metes and bounds on Exhibit A attached hereto and made a part hereof. The Property is out of and a part of a tract or parcel of land in Williamson County, Texas (the "Project ") known as the Forest Creek development and more particularly described as 398.16 acres of land out of the E. W. Matthews Survey, Abstract Number 449, and the John H. Randall Survey, Abstract Number 531 in Williamson County, Texas and being a part of that certain 582.35 acre tract of land described in a deed to Ben Franklin Corporation recorded in Volume 1020, Page 812, Official Records of Williamson County, Texas. Assignor intends hereby to assign to Assignee all of Assignor's right, title and interest in and to the development rights with respect to the Property. THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER to Assignee the following (the "Development Rights "): A. Utilities. Assignor's right, title and interest in and to all development rights, utility commitments, water and wastewater taps, living utility equivalents, and contracts and refunds from capital improvement projects relating to the Property (the "Utilities "), as more fully described herein. B. plans and Studies. All site plans, land plans, surveys, soil and substrata studies, plans and specifications, engineering plans and studies, landscape plans, utility plans and studies, zoning, subdivision and site plan studies and approvals, and other plans or studies of any kind in Assignor's possession relating to the Property (the "Plans and Studies "). C. Contracts. Assignor's right, title and interest in and to, and obligations under, the development contracts listed and described on Exhibit C attached hereto and made a part hereof (the "Contracts ") including without limitation rights to reimbursements and rights to enforce provisions thereof against third parties, but only to the extent the Contracts relate to or benefit the Property or otherwise assigned herein, and as specifically qualified and described herein. TO HAVE AND TO HOLD unto Assignee, its successors or assigns, forever. 1. NO WARRANTIES. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ASSIGNOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DEVELOPMENT RIGHTS ASSIGNED HEREBY. 2. DEDICATION AND DEVELOPMENT AGREEMENT. As used herein, "Dedication and Development Agreement" shall mean and refer to the Dedication and Development Agreement, as amended. The Dedication and Development Agreement and its amendments, if any, are more particularly described on Exhibit C attached hereto and made a part hereof. All capitalized terms used in this Section which are not otherwise defined in this Assignment shall have the same meaning and definition as those used in the Dedication and Development Agreement. a. Subiect To. Assignee accepts the Property subject to, but does not assume, the terms and conditions of the Dedication and Development Agreement. 3. LAND USE AGREEMENT. As used herein, "Land Use Agreement" shall mean and refer to the Land Use Agreement, as amended. The Land Use Agreement and its amendments, if any, are more particularly described on Exhibit C attached hereto and made a part hereof. All capitalized terms used in this Section which are not otherwise defined in this Assignment shall have the same meaning and definition as those used in the Land Use Agreement. a. Subiect To. Assignee accepts the Property subject to, but does not assume, the terms and conditions of the Land Use Agreement. A1/233713.1 015318/0001 2 b. Assignment of Declarant's Rights. Assignor assigns to Assignee a non - exclusive right and authority to enforce the rights, powers and reservations of "Declarant" under the Land Use Agreement, including without limitation the right to approve or consent to the various items and matters requiring Declarant's consent or approval thereunder. Assignee accepts such assignment and assumes the duties of "Declarant" to the extent of such assignment. Upon the occurrence of a default or event of default under the Land Use Agreement or the breach of any covenant or agreement in the Land Use Agreement, Assignee acting alone may enforce the rights and remedies of "Declarant" under the Land Use Agreement. Any request for consent or approvals by "Declarant" under the Land Use Agreement shall require the consent and approval of both Assignor and Assignee. Assignor and Assignee agree that prior to either party exercising its rights as Declarant under the Land Use Agreement it shall provide notice of its intended action to the other party as set forth in Section 8 hereof. Further, upon receipt by either party of any communication, notice or information related to the rights assigned herein, such communication notice or information shall be delivered, if in writing, or communicated to the other party within a reasonable and timely period after receipt. Assignor covenants and agrees not to assign the rights, powers and reservations of "Declarant" under the Land Use Agreement except in connection with the sale or transfer of Assignor's remaining interest in the Project. Following a default by Captex Development Company, L.C. or its successors or assigns under the terms of the Option Contract dated of even date herewith between Captex and Assignor, Assignee's non- exclusive right and authority to enforce the rights, powers and reservations of "Declarant" under the Land Use Agreement granted herein shall terminate on the earlier to occur of (i) the sale by Assignee of 90% of the lots developed by Assignee on the Property or (ii) twelve (12) months following the date of such default. c. Golf Course Advisory Committee. The Land Use Agreement provides for an Advisory Committee (the "Committee ") for the Golf Course and Facilities to make recommendations to each and every Operator with respect to the maintenance, operation and all rules and regulations governing the management, maintenance and operation of the Course and Facilities. The Land Use Agreement provides that the Declarant and the City shall have equal representation on the Committee. Assignor agrees to use reasonable efforts to request or demand equal representation on the Committee, and to provide Assignee with representation on the Committee based A1/233713.1 015318/0001 3 on the ratio between the number of acres in the Property to the number of acres in the Project. d. Platting of Golf Course. The parties acknowledge that the Land Use Agreement requires the City, simultaneously with the platting of contiguous portions of the Franklin Tract to plat portions of the Golf Course as one or more legal lots in accordance with the statutes and ordinances of all applicable governmental agencies. In addition, the Land Use Agreement requires the City, within twelve months from the date of the Land Use Agreement, to properly zone the Golf Course for use as a first -class golf course facility permitting, among other matters consistent with the Approved Plan, the sale of alcoholic beverages thereon. Assignee acknowledges and agrees that the City may or may not have performed each of its obligations under the Land Use Agreement as described in this subparagraph, and releases and holds Assignor harmless from any claims, demands or liabilities by, through or under Assignee as a result thereof. 4. WATER AND WASTEWATER AGREEMENT. As used herein, "Water and Wastewater Agreement" shall mean and refer to the Water and Wastewater Agreement, as amended. The Water and Wastewater Agreement and its amendments, if any, are more particularly described on Exhibit C attached hereto and made a part hereof. All capitalized terms used in this Section which are not otherwise defined in this Assignment shall have the same meaning and definition as those used in the Water and Wastewater Agreement. a. Subject To. Assignee accepts the Property subject to, but does not assume, the terms and conditions of the Water and Wastewater Agreement. b. Living Utility Equivalents. Subject to the conditions stated in the Water and Wastewater Agreement, the City has agreed to reserve capacity for Assignor in the water and wastewater improvements to be constructed on and off the Project. Assignor is entitled to allocate living unit equivalents ( "LUEs ") to its tract, or any portion thereof, as it deems advisable. Accordingly, Assignor does hereby assign, transfer, set over, convey and deliver unto, Assignee, its successors and assigns, the sum of `f A/1 ( ) LUEs as set forth in the Water and Wastewater Ag eement and all of the rights, powers and privileges, and interests associated therewith, to have and to hold the said LUEs unto Assignee, its successors or assigns, forever. Assignor does hereby bind itself to warrant and forever defend title to the LUEs unto Assignee, its successors and assigns, against every person whomsoever lawfully claiming, or to claim the same, or any part thereof. Assignor shall designate in writing to the City the amount of LUEs transferred by this conveyance. A1/233713.1 015318/0001 4 c. No Plant Capacity Reserved. The parties understand and agree that although Assignor has reserved capacity in the water and wastewater improvements contemplated by the Water and Wastewater Agreement, no capacity in the existing or future treatment plants has been reserved. Available capacity in the treatment plants will be allocated to users in the City's service area on a "first -come, first - served" basis in accordance with the ordinances and regulations of the City. d. Wastewater Improvements. The parties acknowledge that Assignor has constructed or caused to be constructed such off - site wastewater and sanitary sewer improvements for the Project and the lift station and inter - connecting force mains (the "Wastewater Improvements ") as are necessary to bring wastewater and sanitary sewer service to the boundary of the Project and to provide wastewater and sanitary service to the Property, with sufficient capacity to service the proposed densities of the Project and Property, respectively. The Wastewater Improvements comply with the requirements of the Water and Wastewater Agreement and all applicable governmental authorities. e. St. Andrews Drive Water Improvements. Assignee covenants and agrees to construct or cause to be constructed a twelve inch (12 ") water main from the intersection of St. Andrews Drive and Forest Creek Drive (point L) to the northern edge of St. Andrews Drive as it is constructed (the "St. Andrews Drive Water Improvements "). The City will participate in the oversizing of this twelve inch (12 ") line in accordance with applicable city ordinances. To the extent Assignee completes such construction, Assignee shall be entitled to any cost participation by or reimbursements from the City. The parties agree that the twelve inch (12 ") water main is required to be constructed from point L to point M as a condition to the approval of the final plat for all of the Preliminary Plan for Forest Creek Phase One, but regardless of the foregoing, Assignor shall be obligated to construct or cause to be constructed the extension of the new twelve inch (12 ") line from L to M as a condition of any final plat containing the 400th LUE out of the Franklin Tract. The construction of the St. Andrews Drive Water Improvements shall comply with the requirements of the Water and Wastewater Agreement and all applicable governmental authorities. 5. PUD Agreement. As used herein, "PUD Agreement" shall mean and refer to the PUD Agreement, as amended. The PUD Agreement and its amendments, if any, are more particularly described on Exhibit C attached hereto and made a part hereof. All capitalized terms used in this Section which are not otherwise defined in this Assignment shall have the same meaning and definition as those used in the PUD Agreement. A1j233713 .1 015318/0001 5 a. Assignment. Assignor does hereby assign, transfer, set over, convey and deliver unto Assignee, its successors and assigns, Assignor's right, title and interest in and to the PUD Agreement, but with respect and limited to the Property only. b. Assumption. Assignee does hereby assume the terms, conditions, covenants and agreements of Assignor in the PUD Agreement, but with respect and limited to the Property only, and agrees to abide by and comply with such terms, conditions, covenants and agreements in connection with the ownership, use, development, advertisement, promotion, sale and operation of the Property. 6. LICENSE AGREEMENT. Assignor hereby grants to Assignee a perpetual, non - exclusive and irrevocable license to use the name "Forest Creek" in connection with the ownership, use, development, advertisement, promotion, sale or operation of the Property. 7. DEFAULT AND REMEDIES. In the event that any party fails to perform its obligations hereunder (except as may be excused (i) by the other party's default or failure or (ii) by the express terms of this Assignment), the party claiming a default will make written demand for performance on the defaulting party (herein so called). In the event the defaulting party fails to comply with such written demand within ten (10) days after notice thereof, the other party will have the option to waive such default or due to the unique character of the subject matter of this Assignment, seek specific performance of the terms and provisions of this Assignment; it being expressly acknowledged and agreed by the parties hereto that damages for breach or default of the terms of this Assignment are inadequate and each party hereto accordingly waives any defense that damages or other remedies, other than specific performance, will adequately or appropriately compensate any other party hereto for a breach or default hereunder. Each party expressly consents to and acknowledges and agrees that the foregoing remedial provisions are specifically enforceable. Each party consents to the other party's right to institute any proceeding at law or in equity in order to enforce the terms and provisions of this Assignment. 8. pIOTICE. Any notice required or permitted to be delivered under this Assignment shall be deemed received on the earlier of (i) actual receipt by mail, Federal Express or other overnight delivery service, telecopy, or hand delivery , or (ii) three (3) business days after being sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Assignor or Assignee, as the case may be, addressed as follows: A1/233713.1 015318/0001 6 If to Assignor: With a copy to: If to Assignee: With a copy to: A1/233713.1 015318/0001 Forest Creek Development, Ltd. 20 Greenway Plaza, Suite 212 Houston, Texas 77046 Attn: Peter T. Serebrenik Telephone: (713) 840 -9702 Telefax: (713) 840 -9703 Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 700 Lavaca, Suite 800 Austin, Texas 78701 Attention: Douglas E. Stewart, P.C. Telephone: (512) 404 -2001 Telecopy: (512) 404 -2099 Forest Creek Properties P3 &5, Ltd., a Texas limited partnership c/o Sovereign Investments, Inc. 3215 Steck Avenue, Suite 101 Austin, Texas 78757 -8060 Attn: John E. Simmons Telephone: (512) 459 -9300 Telefax: (512) 459 -6419 Winstead, Sechrest & Minick 100 Congress Avenue Suite 800 Austin, Texas 78701 Attention: David R. Hewlett Telephone: (512) 370 -2893 Telecopy: (512) 370 -2850 9. ASSIGNOR'S AUTHORITY. The person executing this Assignment on behalf of Assignor is authorized to execute same on behalf of Assignor and Assignor's obligations under this Assignment (i) are legally binding, (i1) do not require the consent of any other party and (iii) do not violate the provisions of any agreement to which Assignor is a party. 10. ASSIGNEE'S AUTHORITY. The person executing this Assignment on behalf of Assignee is authorized to execute same on behalf of Assignee and Assignee's obligations under this Assignment (i) are legally binding, (ii) do not require the consent of any other party, and (iii) do not violate the provisions of any agreement to which Assignee is a party. 7 11. ASSIGNMENT. This Assignment (including all terms, provisions and rights) may not be assigned by either of the parties hereto without the prior written consent of the other party; provided, however, that Assignor shall be entitled, without the requirement to obtain Assignee's consent, to assign its interest in this Assignment to any person or entity acquiring substantially all of the Assignor's remaining interest in the Project. The deed to such person or entity conveying substantially all of Assignor's remaining interest in the Project shall contain a reference that the conveyance is specifically subject to this Assignment and an acknowledgment by the transferee that such party is bound by the terms hereof. Upon an assignment and assumption pursuant to the conditions above, Assignor shall have no further obligation hereunder. 12. ENTIRETY. This Assignment embodies the entire agreement between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. 13. BINDING EFFECT. The terms of this Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 14. FURTHER DOCUMENTS. The parties agree to execute such other documents and assignments as may be necessary to fully carry out the intent hereof or to effectuate the agreement of the parties hereto. 15. STATUS OF RELATIONSHIP. Nothing in this Assignment shall be construed to make any party the partner or joint venturer of or with respect to any other party. 16. HEADINGS. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Assignment. A1/233713.1 015318/0001 8 EXECUTED this A LI da of effective as of 9, �9 , 1994. A1/233713.1 015318/0001 ASSIGNOR: FOREST CREEK DEVELOPMENT, LTD., a Texas limited partnership By: Forest Creek Holdings, Inc., a Texas corporation Its sole general partner By: By: Name: Title: By: ASSIGNEE: FOREST CREEK PROPERTIES P3 &5, LTD., a Texas limited partnership Sovereign Inv -tment a Texas co P atio .. General P er By: 9 7 Peter T' Serebrenik President red . Vice President , 1994, but Inc., The City of Round Rock executes this Assignment of Development Rights in acknowledgment and recognition of and consent to the assignment of the rights herein including without limitation the assignment of the rights of "D- larant" under the Land Use Agreement as more specifically se orth in paragraph 3b above. COUNTY OF HARRIS S THE STATE OF TEXAS This instrument was acknowledged before me on J V h P, 1994, by Peter T. Serebrenik, President of Forest Creek Holdings, Inc., a Texas corporation, on behalf of said corporation, acting in its capacity as the general partner of Forest Creek Development, Ltd., a Texas limited partnership, on behalf of said limited partnership. PHYUS J. DONELSON • Notary Public, State of Texas My Commission ' APRIL 30, 1997 § COUNTY OF TRAVIS § This instrument was acknowledged before me on D ALI 1994, by Fred G. Eppright, Vice President of Sovereign Investments, Inc., a Texas corporation, on behalf of said corporation, and the corporation executed this instrument as the general partner of Forest Creek Properties P3 &5, Ltd., a Texas limited partnership, on behalf of said limited partnership. THE STATE OF TEXAS PHYLIS J. DONELSON 1 1 Notary Public, State of Texas 1 My cc:nrission Pxtres � • APRIL 30, 1997 COUNTY OF WILLIAMSON § THE STATE OF TEXAS A1/233713.1 015318/0001 Notary 4 •lic min and for the Star of Texas Print Name: My Commission Expires: Notary P is i rf and for " ' y r the State of Texas Print Name: My Commission Expires: 10 5 This / l � n � strument was acknowledged before me on cJ u�y 11 , 199 by /AJI L 1 L L. /3FJ 11 „YE' . , £ /Yv M NAB' Fk, of the city of Round Rock, on behalf f ilp he City of Round Rock. Notary Public in and for the State of Texas Print Name: C.H IS A � My Commission Expires: 8 7 Forest Creek Phase 5 10.41 Acres F.N. 4783 (JEB) April 19, 1994 SRI Job No. 2155 -01 A DESCRIPTION OF 10.41 ACRES OUT OF THE JOHN H. RANDALL SURVEY ABSTRACT NO. 531, WILLIAMSON COUNTY, TEXAS. BEING A PORTION OF THAT 582.35 ACRE TRACT CONVEYED IN A DEED TO FRANKLIN CAPITOL CORPORATION AND RECORDED IN VOLUME 1733, PAGE 89, OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 10.41 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at an iron rod found for a west comer of that 104.9204 acre tract conveyed to the City of Round Rock and recorded in Volume 2060, Page 401, Official Records of Williamson County. Texas, same being in an east right -of -way line of Forest Creek Drive, a public street dedicated by document recorded in Volume 2060, Page 467, Official Records of Williamson County, Texas, from which an iron rod found for a west comer of said City of Round Rock tract bears, S 59° 45' 09' E, a distance of 405.60 feet; THENCE with said Forest Creek Drive the following eight (8) courses and distances: 1. N 59° 45' 09' W, a distance of 85.18 feet to an iron rod found on a curve to the right, 2. with the arc of a curve to the right, a distance of 401.04 feet through a central angle of 47° 46' OT, having a radius of 481.03 feet, and whose chord bears N 35° 56' 26' W, a distance of 389.53 feet to an iron rod found, 3. N 12' 02' 50' W, a distance 01 135.04 feet to an iron rod found on a curve to the right, 4. with the arc of a curve to the right, a distance of 183.58 feet through a central angle of 38° 57' 23', having a radius of 270.00 feet, and whose chord bears N OT 26' 11' E, a distance of 180.06 feet to an iron rod found for point of compound curvature, 5. with the arc of a curve to the right, a distance of 193.74 feet through a central angle of 31° 12' 17 having a radius of 355.73 feet, and whose chord bears N 42° 31' 13' E, a distance of 191.35 feet to an Iron rod found, 6. N 58° 06' 46' E, a distance of 392.56 feet to an iron rod found on a curve to the right, 7. with the arc of a curve to the right, a distance of 321.44 feet through a central angle of 33' 00' 1T, having a radius of 558.02 feet, and whose chord bears N 74° 36' 46' E, a distance of 317.02 feet to an iron rod found, and 8. S 88' 52' 56' E, a distance of 304.69 feet to an iron rod set for a north comer of said 104.9204 acre City of Round Rock tract, from which a iron rod found bears S 88' 52' 56' E, a distance of 236.01 feet; THENCE leaving Forest Creek Drive and with a west line of said City of Round Rock tract, the following eight (8) courses and distances: 1. S 24° 28' 45' W, a distance of 226.99 feet to an iron rod found, Page 1 of 2 EXHIBITA Forest Creek Phase 5 10.41 Acres 2. S 58° 10' 25' W, a distance of 352.18 feet to an iron rod set, 3. S 79° 40' 57' W, a distance of 231.93 feet to an iron rod found, 4. S 6r 44' 35' W, a distance of 110.95 feet to an iron rod found, 5. S 32° 14' 53' W, a distance of 118.15 feet to an iron rod found, 6. S 00° 41' 38' W, a distance of 175.13 feet to an iron rod found, 7. S 07° 40' 26' E, a distance of 299.67 feet to an iron rod found, and 8. S 30° 06' 43' W, a distance of 42.85 feet to an iron rod found for the POINT OF BEGINNING and containing 10.41 acres of land. THE STATE OF TEXAS COUNTY OF TRAVIS That I, Michael R. Hatcher, a Registered Professional Land Surveyor, do hereby certify that the above description is true and correct to the best of my knowledge and that the property described herein was determined by a survey made on the ground during November 1993 under my direction and supervision. WITNESS MY HAND AND SEAL at Austin, Travis County, Texas this the 19th day of April, 1994, A.D. OF e 0 ' SURVEY RESOURCES, INC. P.O. Box 162690 Austin, Texas 78716 -2690 KNOW ALL MEN BY THESE PRESENTS: F.N. 4783 (JEB) April 19, 1994 SRI Job No. 2155 -01 Page 2 of 2 EXHIBITA Mieflael R. Hatcher Registered Professional Land Surveyor No. 4259 - State of Texas Forest Creek Phase Three F.N. 4688R (JEB) Boundary April 19, 1994 11.24 Acres SRI Job No. 2059 -02 A DESCRIPTION OF 11.24 ACRES OF LAND OUT OF THE JOHN H. RANDALL SURVEY ABSTRACT NO. 531, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT 582.35 ACRES CONVEYED IN A DEED TO FRANKLIN CAPITAL CORPORATION AND RECORDED IN VOLUME 1733, PAGE 89, OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 11.24 ACRE TRACT, BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at an iron rod set for the intersection of the east right -of -way line of St. Andrews Drive (right -of -way varies), as shown on the plat entitled 'St. Andrews Drive Street Dedication', a subdivision of record in Cabinet K. Slide 152, Plat Records of Williamson County, Texas and the north right -of -way line of Forest Creek Drive. a public street dedicated by document recorded in Volume 2060, Page 467 of the Official Records of Williamson County. being the most southerly southwest corner hereof; THENCE with said east right -of -way line of St. Andrews Drive, the following three (3) courses and distances: 1. with the arc of a curve to the right, a distance of 31.42 feet through a central angle of 90° 00' 00', having a radius of 20.00 feet and chord which bears N 16° 35' 22" W, a distance of 28.28 feet to an iron rod set for point of tangency, 2. N 28° 24' 38' E, a distance of 46.73 feet to an iron rod set for point of curvature to the left, and 3. with the arc of said curve, a distance of 283.47 feet through a central angle of 24° 37' 24', having a radius of 659.60 feet and chord which bears, N 16° 05' 56' E, a distance of 281.29 feet to iron rod set for the point of intersection with a southerly line of that 65.0796 acre tract conveyed to the City of Round Rock according to that Dedication Deed (correction) recorded in Volume 2060, Page 401 of said Official Records; THENCE leaving said right -of -way line with southerly lines of said 65.0796 acre tract, the following seven (7) courses and distances: 1. N 46° 48' 08' E, a distance of 32.26 feet to an iron rod set, 2. N 64° 18' 13" E, a distance of 95.02 feet to an iron rod found, 3. N 81° 48' 35" E, a distance of 475.48 feet to an iron rod found, 4. N 89° 57' 49" E, a distance of 260.03 feet to an iron rod set, 5. S 48° 14' 35' E, a distance of 187.68 feet to an iron rod found, Page 1 of 2 EXHIBIT B Forest Creek Phase Three F.N. 4688R IJEBI Boundary April 19, 1994 11.24 Acres SRI Job No. 2059 -02 6. S 19° 14' 02' E. a distance of 227.70 feet to an iron rod found, and 7. S 19° 43' 31' W, a distance of 96.32 feet to an iron rod found in said north right - of -way line of Forest Creek Drive, being the southeast corner hereof; THENCE with last said right -of -way line, the following five (5) courses and distances: 1. N 70° 15' 54' W, a distance of 30.61 feet to an iron rod set for the point of curvature to the left, 2. with the arc of said curve, a distance of 413.66 feet through a central angle of 41° 34' 51', having a radius of 570.00 feet and a chord which bears S 82° 31' 12" W, a distance of 404.64 feet to an iron rod set for point of tangency, 3. S 61° 43' 47" W, a distance of 154.29 feet to an iron rod set for point of curvature to the right, 4. with the arc of said curve, a distance of 425.38 feet through a central angle of 56° 40' 51', having a radius of 430.00 feet and chord which bears N 89° 55' 48" W, a distance of 408.25 feet to an iron rod set for point of tangency, and 5. N 61° 35' 22" W, a distance of 159.54 feet to the POINT OF BEGINNING and containing 11.24 acres of land, more or Tess. THE STATE OF TEXAS 1 I KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TRAVIS 1 That 1, Michael R. Hatcher, a Registered Professional Land Surveyor, do hereby certify that the above description is true and correct to the best of my knowledge and that the property described herein was determined by a survey made on the ground during November 1993 under my direction and supervision. WITNESS MY HAND AND SEAL at Austin, Travis County, Texas this the 19th day of April, 1994, A.D. SURVEY RESOURCES, INC. P.O. Box 162690 Austin. Texas 78716 -2690 Page 2 of 2 EXHIBIT B /..� _ Michael R. Hat her Registered Profession No. 4259 - State of e o � sy1 MICHAEL R. HATCHER „AC, 4259 ▪ � : y � o r O S iI4 gXBIBIT C DEVELOPMENT CONTRACTS 1. Dedication and Development Agreement. As used herein, the term "Dedication and Development Agreement" shall mean and refer to the following agreement(s): a. Dedication and Development Agreement dated September 28, 1989, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Dedication and Development Agreement dated December 20, 1989. c. Second Amendment to Dedication and Development Agreement dated September 9, 1991. 2. Land Use Agreement. As used herein, the term "Land Use Agreement" shall mean and refer to the following agreement(s): a. Land Use Agreement for Golf Course Tract dated September 28, 1989, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Land Use Agreement for Golf Course Tract dated September 9, 1991. 3. Water and Wastewater Agreement. As used herein, the term "Water and Wastewater Agreement" shall mean and refer to the following agreement(s): a. Franklin 582 Water and Wastewater Service Agreement (Revised) dated April 26, 1990, between the City of Round Rock and Franklin Capital Corporation. Al /23 »10.1 015316/0001 b. First Amendment to Franklin 582 Water and Wastewater Service Agreement (Revised) dated July 25, 1991. c. Second Amendment to Franklin 582 Water and Wastewater Service Agreement (Revised) dated July 9, 1992. d. Franklin 582 Cost Participation Agreement dated May 26, 1992, between the City of Round Rock and Franklin Capital Corporation. Page 1 of 2 Pages 4. PUD Agreement. As used herein, the term "PUD Agreement" shall mean and refer to the following agreement(s): a. Ordinance and Planned Unit Development Agreement dated March 28, 1991, between the City of Round Rock and Franklin Capital Corporation. AL/233720.1 01331 {/0001 e. First Amendment to Franklin 582 Utility Cost Participation Agreement dated December 22, 1992, between the City of Round Rock and Franklin Capital Corporation. Page 2 of 2 Pages gSTOPPEL CERTIFICATE EFFECTIVE DATE: June 24 , 1994 AFFIANT: Robert L. Bennett, Jr., City Manager of the City of Round Rock, Texas AFFIANT'S ADDRESS: 221 E. Main Street, Round Rock, Texas 78664 OWNER: Forest Creek Development, Ltd., a Texas limited partnership OWNER'S ADDRESS: 20 Greenway Plaza, Suite 212, Houston, Texas 77046 PURCHASER: Forest Creek Properties P3 &5, Ltd., a Texas limited partnership PURCHASER'S ADDRESS: c/o Captex Development Company, 3215 Steck Avenue, Suite 101, Austin, Texas 78757 -8060 PROPERTY: TRACT II: 11.24 acres of land, more or less, in the John H. Randall Survey, Abstract No. 531, in Williamson County, Texas, being more particularly described by metes and bounds on Exhibit B attached hereto and made a part hereof. Owner owns the Property and has contracted to sell the Property to Purchaser. Franklin Capital Corporation and The City of Round Rock, Texas (the "City ") have executed certain development contracts relating to the use, development, utilities another matters affecting the Property. All of Franklin Capital Corporation's right, title and interest in and to those development contracts has been assigned to Owner. Owner and Purchaser have requested the City to certify and confirm certain information concerning such development contracts. Al/233736.1 015311/0001 TRACT I: 10.41 acres of land, more or less, in the John H. Randall Survey, Abstract No. 531, in Williamson County, Texas, being more particularly described by metes and bounds on Exhibit A attached hereto and made a part hereof. Therefore, the undersigned, on behalf of the City, certifies and confirms to Owner and Purchaser as follows: 1. The development contracts (the "Contracts ") listed and described on Exhibit C attached hereto and made a part hereof comprise all the contracts between Owner and the City relating to the use, development, utilities and other matters affecting the Property as of the date hereof. 2. The Contracts are currently valid and enforceable according to their terms. 3. To the best of my knowledge, `{ tly exists no default by Owner or Purchaser under the SUBSCRIBED AND SWORN TO before me on Jui- /1 , 199 , by Robert L. Bennett, Jr., on behalf of The City of Round Rock, Texas. A1/233736.1 019316/0001 hyre c .ntra ROBERT TT, JR. Notary Public in and for the State of Texas Print Name: 2HEX51inlE ,P. 7A ,e7A1F2 My Commission Expires: FT ` i -97 Forest Creek Phase 5 10.41 Acres F.N. 4783 (JEB) April 19, 1994 SRI Job No. 2155 -01 A DESCRIPTION OF 10.41 ACRES OUT OF THE JOHN H. RANDALL SURVEY ABSTRACT NO. 531, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT 582.35 ACRE TRACT CONVEYED IN A DEED TO FRANKLIN CAPITOL CORPORATION AND RECORDED IN VOLUME 1733, PAGE 89. OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 10.41 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at an iron rod found for a west comer of that 104.9204 acre tract conveyed to the City of Round Rock and recorded in Volume 2060, Page 401, Official Records of Williamson County, Texas, same being in an east right -of -way line of Forest Creek Drive, a public street dedicated by document recorded in Volume 2060, Page 467, Official Records of Williamson County, Texas, from which an iron rod found for a west comer of said City of Round Rock tract bears, S 59° 45' 09' E, a distance of 405.60 feet; THENCE with said Forest Creek Drive the following eight (8) courses and distances: 1. N 59° 45' 09' W, a distance of 85.18 feet to an iron rod found on a curve to the right, 2. with the arc of a curve to the right, a distance of 401.04 feet through a central angle of 4T 46' OT, having a radius of 481.03 feet, and whose chord bears N 35° 56' 26' W, a distance of 389.53 feet to an iron rod found, 3. N 12° 02' 50' W, a distance of 135.04 feet to an iron rod found on a curve to the right, 4. with the arc of a curve to the right, a distance of 183.58 feet through a central angle of 38° 57' 23', having a radius of 270.00 feet, and whose chord bears N or 26' 11° E. a distance of 180.06 feet to an iron rod found for point of compound curvature, 5. with the arc of a curve to the right, a distance of 193.74 feet through a central angle of 31° 12' 1T, having a radius of 355.73 feet, and whose chord bears N 42° 31' 13' E, a distance of 191.35 feet to an iron rod found, 6. N 58° 06' 46' E. a distance of 392.56 feet to an iron rod found on a curve to the right, 7. with the arc of a curve to the right, a distance of 321.44 feet through a central angle of 33° 00' 1T, having a radius of 558.02 feet. and whose chord bears N 74° 36' 46' E, a distance of 317.02 feet to an iron rod found, and 8. S 88° 52' 56° E, a distance of 304.69 feet to an iron rod set for a north comer of said 104.9204 acre City of Round Rock tract, from which a iron rod found bears S 88. 52' 56° E, a distance of 236.01 feet THENCE leaving Forest Creek Drive and with a west line of said City of Round Rock tract, the following eight (8) courses and distances: 1. S 24° 28' 45' W, a distance of 226.99 feet to an iron rod found, Page 1 of 2 EXHIBITA Forest Creek Phase 5 10.41 Acres 2. S 58° 10' 25' W, a distance of 352.18 feet to an iron rod set, 3. S 79° 40' 5T W, a distance of 231.93 feet to an iron rod found, 4. S 61° 4.4' 35• W, a distance of 110.95 feet to an iron rod found, 5. S 32° 14' 53' W, a distance of 118.15 feet to an iron rod found, 6. S 00° 41' 38• W, a distance of 175.13 feet to an iron rod found, 7. S or 40' 26• E, a distance of 299.67 feet to an iron rod found, and 8. S 30° 06' 43• W, a distance of 42.85 feet to an iron rod found for the POINT OF BEGINNING and containing 10.41 acres of land. THE STATE OF TEXAS COUNTY OF TRAVIS 1 1 KNOW ALL MEN BY THESE PRESENTS: That I, Michael R. Hatcher, a Registered Professional Land Surveyor, do hereby certify that the above description is true and correct to the best of my knowledge and that the property described herein was determined by a survey made on the ground during November 1993 under my direction and supervision. WITNESS MY HAND AND SEAL at Austin, Travis County, Texas this the 19th day of April, 1994, A.D. YO F r SURVEY RESOURCES, INC. r r � 5 F •; r 117 - `! � P.O. Box 162690 A �� ;S Austin, Texas 78716 -2690 Page 2 of 2 EXHI131TA F.N. 4783 (JEB) April 19, 1994 SRI Job No. 2155 -01 ael R. Hatcher Registered Professional Land Surveyor No. 4259 - State of Texas Forest Creek Phase Three F.N. 4688R (JEB) Boundary April 19. 1994 11.24 Acres SRI Job No. 2059 -02 A DESCRIPTION OF 11.24 ACRES OF LAND OUT OF THE JOHN H. RANDALL SURVEY ABSTRACT NO. 531, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT 582.35 ACRES CONVEYED IN A DEED TO FRANKLIN CAPITAL CORPORATION AND RECORDED IN VOLUME 1733, PAGE 89, OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 11.24 ACRE TRACT, BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at an iron rod set for the intersection of the east right -of -way line of St. Andrews Drive (right -of -way varies), as shown on the plat entitled 'St. Andrews Drive Street Dedication", a subdivision of record in Cabinet K. Slide 152, Plat Records of Williamson County, Texas and the north right -of -way line of Forest Creek Drive, a public street dedicated by document recorded in Volume 2060, Page 467 of the Official Records of Williamson County, being the most southerly southwest corner hereof; THENCE with said east right -of -way line of St. Andrews Drive, the following three (3) courses and distances: 1. with the arc of a curve to the right, a distance of 31.42 feet through a central angle of 90° 00' 00 ", having a radius of 20.00 feet and chord which bears N 16° 35' 22" W, a distance of 28.28 feet to an iron rod set for point of tangency, 2. N 28° 24' 38' E, a distance of 46.73 feet to an iron rod set for point of curvature to the left, and 3. with the arc of said curve, a distance of 283.47 feet through a central angle of 24° 37' 24', having a radius of 659.80 feet and chord which bears, N 16° 05' 56" E, a distance of 281.29 feet to iron rod set for the point of intersection with a southerly line of that 65.0796 acre tract conveyed to the City of Round Rock according to that Dedication Deed (correction) recorded in Volume 2060, Page 401 of said Official Records; THENCE leaving said right -of -way line with southerly lines of said 65.0796 acre tract, the following seven (7) courses and distances: 1. N 46° 48' 08" E, a distance of 32.26 feet to an iron rod set, 2. N 64° 18' 13" E, a distance of 95.02 feet to an iron rod found, 3. N 81° 48' 35" E. a distance of 475.48 feet to an iron rod found, 4. N 89° 57' 49" E, a distance of 260.03 feet to an iron rod set, 5. S 48 14' 35" E, a distance of 187.68 feet to an iron rod found, Page 1 of 2 EXHIBIT B Forest Creek Phase Three F.N. 4688R (JEB) Boundary April 19, 1994 11.24 Acres SRI Job No. 2059 -02 6. S 19° 14' 02' E, a distance of 227.70 feet to an iron rod found, and 7. S 19° 43' 31' W, a distance of 96.32 feet to an iron rod found in said north right - of -way line of Forest Creek Drive, being the southeast corner hereof; THENCE with last said right -of -way line, the following five (5) courses and distances: 1. N 70° 15' 54' W, a distance of 30.61 feet to an iron rod set for the point of curvature to the left, 2. with the arc of said curve, a distance of 413.66 feet through a central angle of 41° 34' 51', having a radius of 570.00 feet and a chord which bears S 82° 31' 12' W, a distance of 404.64 feet to an iron rod set for point of tangency, 3. S 61° 43' 47' W, a distance of 154.29 feet to an iron rod set for point of curvature to the right, 4. with the arc of said curve, a distance of 425.38 feet through a central angle of 56° 40' 51', having a radius of 430.00 feet and chord which bears N 89° 55' 48' W, a distance of 408.25 feet to an iron rod set for point of tangency, and 5. N 61° 35' 22' W, a distance of 159.54 feet to the POINT OF BEGINNING and containing 11.24 acres of land, more or Tess. THE STATE OF TEXAS 1 KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TRAVIS That 1, Michael R. Hatcher, a Registered Professional Land Surveyor, do hereby certify that the above description is true and correct to the best of my knowledge and that the property described herein was determined by a survey made on the ground during November 1993 under my direction and supervision. WITNESS MY HAND AND SEAL at Austin, Travis County, Texas this the 19th day of April, 1994, A.D. SURVEY RESOURCES, INC. P.O. Box 162690 Austin, Texas 78716 -2690 Page 2 of 2 EXHIBIT B Mic ael R. Hat her Registered Profession No. 4259 - State of OF • i o rye 0 MICHAEL R. HATCHER' gXHIBIT C DEVELOPMENT CONTRACTS 1. Dedication and Development Agreement. As used herein, the term "Dedication and Development Agreement" shall mean and refer to the following agreement(s): a. Dedication and Development Agreement dated September 28, 1989, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Dedication and Development Agreement dated December 20, 1989. c. Second Amendment to Dedication and Development Agreement dated September 9, 1991. 2. Land Use Agreement. As used herein, the term "Land Use Agreement" shall mean and refer to the following agreement(s): Al /213710.1 015315/0001 a. Land Use Agreement for Golf Course Tract dated September 28, 1989, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Land Use Agreement for Golf Course Tract dated September 9, 1991. 3. Water and Wastewater Agreement. As used herein, the term "Water and Wastewater Agreement" shall mean and refer to the following agreement(s): a. Franklin 582 Water and Wastewater Service Agreement (Revised) dated April 26, 1990, between the City of Round Rock and Franklin Capital Corporation. b. First Amendment to Franklin 582 Water and Wastewater Service Agreement (Revised) dated July 25, 1991. c. Second Amendment to Franklin 582 Water and Wastewater Service Agreement (Revised) dated July 9, 1992. d. Franklin 582 Cost Participation Agreement dated May 26, 1992, between the City of Round Rock and Franklin Capital Corporation. Page 1 of 2 Pages 4. PUD Agreement. As used herein, the term "PUD Agreement" shall mean and refer to the following agreement(s): a. Ordinance and Planned Unit Development Agreement dated March 28, 1991, between the City of Round Rock and Franklin Capital Corporation. Al/233710.1 015318/0001 e. First Amendment to Franklin 582 Utility Cost Participation Agreement dated December 22, 1992, between the City of Round Rock and Franklin Capital Corporation. Page 2 of 2 Pages Mr. Robert L. Bennett City of Round Rock 221 East Main Street Round Rock, Texas 78664 Dear Mr. Bennett: A1/233738.1 015314/0001 FOREST CREEK DEVELOPMENT, LTD. 20 Greenway Plaza, Suite 212 Houston, Texas 77046 JU ALF , 1994 Re: Forest Creek Development Forest Creek Development, Ltd., a Texas limited partnership ( "FCD "), has conveyed to Forest Creek Properties P3 &5, Ltd., a Texas limited partnership ( "Purchaser ") a tract of land containing 10.41 acres and a tract of land containing 11.24 acres of the Forest Creek development in Round Rock, Texa$$ K- The 10.41 acre tract is a portion of Development Parcel " " and the 11.24 acre tract is a portion of Development Parcel " " as described in the PUD Agreement. A copy of the Special Warranty Deed evidencing the conveyance is enclosed with this letter. Franklin Capital Corporation and the City of Round Rock have executed that certain Franklin 582 Water and Wastewater Service Agreement (Revised), as amended. Pursuant to this agreement, the City of Round Rock has agreed to reserve capacity in the water and wastewater improvements to be constructed on and off the project. Franklin Capital Corporation has assigned to FCD all of its right, title and interest in and to the Franklin 582 Water and Wastewater Service Agreement (Revised), as amended. Therefore, FCD is entitled to allocate living unit equivalents ( "LUEs ") to its tract, or any portion thereof, as it deems advisable. FCD has assigned and transferred to _'o Creek Properties P3 &5, Ltd. the sum of Ss:�r ( � ) LUEs in connection with the 10.41 acre tra t and ( 3(c ) LUEs in connection with the 11.24 acre r•ct, as set forth in the Mr. Robert r� Bennett Tu++t /sir , 1994 Page 2 Franklin 582 Water and Wastewater Service Agreement (Revised), as amended. This letter is FCD's designation in writing to the City of Round Rock of the amount of LUEs transferred with the conveyance of the tract described in the enclosed Special Warranty Deed. Very truly yours, cc: Stephan L. Sheets, Esq. Stephan L. Sheets & Associates, P.C. 309 E. Main Street Round Rock, Texas 78664 au/333'oe.i ois Forest Creek Properties P3 &5, Ltd. c/o Sovereign Investments, Inc. 3215 Steck Avenue, Suite 101 Austin, Texas 78757 -8060 David R. Hewlett, Esq. Winstead, Sechrest & Minick 100 Congress Avenue, Suite 800 Austin, Texas 78701 Douglas E. Stewart, P.C. Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 700 Lavaca, Suite 800 Austin, Texas 78701 FOREST CREEK DEVELOPMENT, LTD., a Texas limited partnership By: Forest Creek Holdings, Inc., a Texas corporation Its sole general partner By: Peter T. Serebrenik President CERTIFIED P 857 904 194 MAIL PROM LIDDELL, SAPP. ZIVLEY, HILL & LABOON. L.L.P. A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 700 LAVACA- SUITE Soo AUSTIN. TEXAS 78701 1st NOTICE MICE 1i, TURN Mr. Robert L. Bennett, Jr. City of Round Rock 221 E. Main Street xas \a) o-P •