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R-06-09-28-14B2 - 9/28/2006RESOLUTION NO. R -06-09-28-14B2 WHEREAS,McNeilab, Inc., formerly known as McNeil Laboratories, Inc., retained reversionary interests and rights to enforce all provisions relating to restrictions and covenants set forth in the following deeds to McNeil Park, to wit: (i) Deed for Community Park dated October 8, 1979, and recorded in Volume 778, Page 330, (ii) Deed for Community Park dated December 17, 1981, and recorded in Volume 871, Page 369, and (iii) Warranty Deed dated December 16, 1981, recorded in Volume 871, Page 374; and WHEREAS,McNeil Retail, Ltd., purchased from McNeil Laboratories, Inc., and/or its successor in interest the above described reversionary interests and rights to enforce restrictions and covenants; and WHEREAS, McNeil Retail, Ltd., wishes to convey such above described reversionary interests and rights to enforce restrictions and covenants to the City of Round Rock, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Deed of Gift from McNeil Retail, Ltd., a copy of which is attached hereto as Exhibit "A" is hereby accepted and the Mayor is authorized to execute same on behalf of the City. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. @PFDesktop\::ODMA/WORLDOX/O:/wdox/RESOLUTI/R60928B2.WPD/rmc RESOLVED this 28th day of September, 2006. W L, Mayor C 'y of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secretary 2 THE STATE OF TEXAS COUNTY OF WILLIAMSON DEED OF GIFT § § § KNOW ALL MEN BY THESE PRESENTS: NOTICE OF CONFIDENTIALTY RIGHTS - IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. That MCNEIL RETAIL, LTD., a Texas limited partnership, hereinafter called Grantor, for the purpose of making a gift, and the consideration recited being sufficient and adequate, and no lien, expressed or implied, being retained; HAS GRANTED, GIVEN AND CONVEYED and by these presents DOES GRANT, GIVE AND CONVEY, subject to such conditions, restrictions, reservations, easements, exceptions or other matters affecting title as are found of record in the office of the County Clerk of Williamson County, Texas, or as may be actually located upon the ground, unto the said CITY OF ROUND ROCK, a municipality, Williamson County, Texas, hereinafter called Grantee, all of Grantor's reversionary interests and rights to enforce all provisions relating to restrictions and covenants set forth in (i) that certain Deed For Community Park, by McNeilab, Inc., formerly known as McNeil Laboratories, Inc., as grantor, dated effective October 8, 1979, and recorded in Volume 778, Page 330, (ii) that certain Deed For Community Park, by McNeilab, Inc., formerly known as McNeil Laboratories, Inc., as grantor, dated effective December 17, 1981, and recorded in Volume 871, Page 369, and (iii) that certain Warranty Deed, by McNeilab, Inc., formerly known as McNeil Laboratories, Inc., as grantor, executed on December 16, 1981, and recorded in Volume 871, Page 374, all of the Official Public Records of Williamson County, Texas, in the following described property with all improvements thereon, lying and being situated in Williamson County, Texas, to -wit (the "Property"): Tract 1 A 14.06 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being out of that certain 38.58 acre tract conveyed to McNeil Laboratories, Inc., by Warranty Deed recorded in Volume 657, Page 655 of the Deed of Records of Williamson County, Texas, together with all improvements thereon, said 14.064 acres being more particularly described by metes and bounds in Exhibit "A" attached hereto and made a part hereof for all purposes. Tract 2 A 2.00 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being a portion of the remainder of that certain 38.85 acre tract conveyed to McNeilab, Inc., formerly McNeil Laboratories, Incorporated, by deed recorded in Volume 657, Page 655 of the Deed Records of Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit "B" attached hereto and made a part hereof for all urposes. EXHIBIT 1 Tract 3 A 2.35 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being a portion of the remainder of that certain 38.58 acre tract conveyed to McNeilab, Inc., formerly McNeil Laboratories, Incorporated, by deed recorded in Volume 657, Page 655 of the Deed Records of Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit "C" attached hereto and made a part hereof for all purposes. TO HAVE AND TO HOLD, SUBJECT TO such conditions, restrictions, reservations, easements, exceptions, and other matters affecting title as are found of record in the office of the County Clerk of Williamson County, Texas, or as may be actually located upon the ground, and in accordance with the restrictions and covenants below, the above described reversionary interests in the property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto the said GRANTEE, its successors and assigns, forever; and Grantor hereby binds itself and its successors to WARRANT AND FOREVER DEFEND, all singular, the premises unto the said GRANTEE, and its 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. This conveyance is made and accepted upon the following restrictions and covenants, herein made by said City of Round Rock: 1. If the use of the Property as a community park and recreation area shall cease, then and in any such event, the Property shall thereafter be occupied and used solely for retail, restaurant and hotel use. 2. Grantor reserves the right to receive ten percent (10%) of the net proceeds of any sale of the Property (or any portion thereof), by Grantee after the date hereof, calculated in accordance with the provisions of Exhibit "D" attached hereto and made a part hereof for all purposes. Such restrictions and covenants shall run with the land and be binding upon the Property and observed by the City of Round Rock, its successors and assigns. WITNESS MY HAND, this the day of 2006. GRANTOR: MCNEIL RETAIL, LTD., a Texas limited partnership By: EGP Retail Management, L.L.C. a Texas limited liability company, its general partner By: Name: Title: 2 STATE OF TEXAS COUNTY OF TRAVIS This instrument was acknowledged before me on , Executive Vice President of EGP limited liability company, General Partner of McNeil Retail, Ltd., behalf of said company and limited partnership. STATE OF TEXAS COUNTY OF WILLIAMSON , 2006, by Management, L.L.C., a Texas a Texas limited partnership, on Notary Public in and for the State of Texas GRANTEE: CITY OF ROUND ROCK, a municipality, Williamson County, Texas By: Name: Title: This instrument was acknowledged before me on 2006, by , the of the CITY OF ROUND ROCK, a municipality, Williamson County, Texas, on behalf of said municipality. Grantee's Address: City of Round Rock 221 E. Main St. Round Rock, Texas 78664 After Recording, Return to: Drenner & Golden, Stuart Wolff, LLP 301 Congress Avenue, Suite 1200 Austin, Texas 78701 Notary Public in and for the State of Texas 3 EXHIBIT A Tract 1 4 778PNE 334 X /-// /3 / T' 4 FIELD NOTES FOR MCNEIL PARK SITE Field Notes describing a 14.064 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being out of that certain 38.58 acre tract conveyed to McNeil Laboratories, Inc., by Warranty Deed recorded in volume 657, Page 655 of the Deed Records of Williamson County, Texas; said as14.064 acres being more particularly described by metes and bounds BEGINNING at an iron pin -found in the East right-of-way line of Interstate highway No. 35, being the most Westerly corner of said 38.58 acre tract and the most Westerly corner of the hereinafter described 14.064 tract of land; THENCE along said East right-of-way line, a West line hereof, N0I°04'10"W, 547.98 feet to an iron pin set for the most Northerly corner hereof; THENCE along the North and East lines hereof, the following six (6) courses: 1) S80°50'E, 173.46 feet to an iron pin set for an angle point hereof; 2) S51°10'E, 172.71 feet to an iron pin set for an angle point hereof; 3) N76°2.5'E, 171.83 feet to an iron pin set for an ell corner hereof; 4) S33 52 E, 639.14 feet to an iron pin set for an ell corner hereof; 5) N65°00'E, 232.00 feet to an ell corner hereof; 6) S25°00'E, 368.08 feet to an iron pin set under a fence in the South line of said 30.58 acre tract for the Southeast corner hereof; THENCE along said South line, as fenced, the South line hereof, the following four (4) courses: 1) 570°29'20"W, 104.94 feet to an iron pin found at a fence corner for an angle point hereof; 2) S68.46'15"W, 171.29 feet to an iron pin found at a fence corner for an angle point hereof; 3) S64°47'4094, 101.50 feet to an iron pin found at a fence corner for an angle point hereof; 4)-557°56'50"W, 130.16 feet to an iron pin found at a fence corner for the most Southerly corner hereof; THENCE N37°12'15"W, 204.52 feet to the center of a Sewer Manhole for an angle point hereof; THENCE along the centerline of said Sewerline N59°26'20"W, 633.85 feet to the center of a Sewer Manhole for an angle point hereof; THENCE N54.57'30"W, 66.41 feet to the Point of Beginning of the herein described tract of land, containing 14.064 acres of land more or less. I, Timothy E. Haynie, A REGISTERED PROFESSIONAL ENGINEER, do hereby certify that these field notes accurately represent the results of an on -the -ground survey made under my direction and supervision on the 25th day of April, 1979. All corners located are as shown. There are no encroachments, conflicts or protrusions apparent on the ground except as shown. ZIS OF ► 41/***......A4ta 982?" 8'1 ` HAYNIE & HALLMAN, INC. Timothy E. Haynie Professional Engineer No. 36982 Date 4— Co — -7G SKETCH TO VOL (l�eecE 335 CCOMpq/VY F-/EL.0 /VOTES Z SCAGf : / " = ?Op ' hgG_ FNv • TRON P/N FOUND O IRON PIN SET MC NE/G 4480,2.9 T0R/ES r EA/C. ,;t° vi 36-315.09e. rev 4 57, Ali. 6 SS�8 gi 4./ is 0 V • `' 90a )7f 0 a '7 q' 413O)b 2'H 3S oiQLEoAQEp g y: Haynie & Kaltman Inc. CONSULTING ENGINEERS 2115 North Mays Round Rock. Texas 78664 (512) 255-4564_ 255-5955 EXHIBIT B Tract 2 5 EXHIBIT B Tract 2 FIELD NOTES describing a 2.00 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being a portion of the remainder of that certain 38.58 acre tract conveyed to McNEILAB, INC., formerly McNeil Laboratories, Incorporated, by deed recorded in Volume 657, Page 655 of the Deed Records of Williamson County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at an iron pin found at an ell corner of that certain 14.064 acre tract known as the Henry S. McNeil Community Park, conveyed to the City of Round Rock, Texas, by deed recorded in Volume 778, Page 330 of the Deed Records of said County, for the most Westerly Southwest corner and POINT OF BEGINNING of the hereinafter described 2.00 acre tract; THENCE along an East line of said 14.064 acre tract, for a West line hereof, N33 52'W, 110.00 feet to a point for the Northwest corner hereof; THENCE along the North line hereof, the following two (2) courses: 1) N72 10'E, 229.93 feet to an angle point hereof; 2) N65 00'E, 163.40 feet to a point for the Northeast corner hereof; THENCE along the East line hereof, S25 00'E, 461.64 feet to a point under a fence in the South line of said 38.58 acre tract, for the Southeast corner hereof; THENCE along the South line of said 38.58 acre tract, as fenced, for the South line hereof, S70 26'W, 143.22 feet to an iron pin found at the Southeast corner of said 14.064 acre tract, for the most Southerly Southwest corner hereof; THENCE along an East line of said 14.064 acre tract, for a West line hereof, N25 00'W, 368.08 feet to an iron pin found at an ell comer of said 14.064 acre tract, for an ell corner hereof; THENCE along a North line of said 14.064 acre tract, for a South line hereof, S65 00'W, 232.00 feet to the POINT OF BEGINNING of the herein described tract, containing 2.00 acres of land more or less. EXHIBIT C Tract 3 6 EXHIBIT C Tract 3 FIELD NOTES describing a 2.35 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212,situated in Williamson County, Texas, being a portion of the remainder of that certain 38.58 acre tract conveyed to McNEILAB, INC., formerly McNeil Laboratories, Incorporated, by deed recorded in Volume 657, Page 655 of the Deed Records of Williamson County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING FOR REFERENCE at an iron pin found under a fence at the Southeast corner of that certain 14.064 acre tract known as the Henry S. McNeil Community Park, conveyed to the City of Round Rock, Texas, by deed recorded in Volume 778, Page 330 of said Deed Records; thence along said fence line, being the South line of said 38.58 acre tract, N70 26'E, 143.22 feet to a point under said fence for the Southwest corner and POINT OF BEGINNING of the hereinafter described 2.35 acre tract; THENCE departing said fence along the West line hereof, N25 00'W, 461.64 feet to a point for the Northwest comer hereof; THENCE along the North line hereof, N65 00'E, 238.36 feet to a point for the Northeast corner hereof; THENCE, along the East Iine hereof, the following three (3) courses: 1) S25 00'E, 349.17 feet to a point in the center -line of a creek, for an angle point hereof; 2) along said creek centerline, S47 43"w, 60.60 feet to an angle point hereof; 3) along said creek centerline, S03 40'W, 121.14 feet to a point under a fence in the South line of said 38.58 acre tract, for the Southeast corner hereof; THENCE along the South line of said 38.58 acre tract, as fenced, for a South line hereof, the following two (2) courses: 1) S70 42'W, 40.00 feet to a fence corner post, for an angle point hereof; 2) S70 26'W, 82.96 feet to the POINT OF BEGINNING of the herein described tract, containing 2.35 acre of land more or less. EXHIBIT D Net Profits Interest Grantee shall pay to Grantor a Profits Participation Interest (defined below) in accordance with the following: 1. Definitions. For the purposes of this Exhibit D, the following terms have the respective meanings assigned to them: (a) "Expenses of Sale" means the sum of all reasonable third -party expenses incurred by or on behalf of Grantee in connection with a Sale of the Property, including without limitation, attorney's fees, title insurance premiums, survey costs, real estate commissions, closing costs, and similar fees and expenses. (b) "Gross Proceeds" means the total amount of all cash and the face value of all notes and the fair market value of all property received or to be received as consideration from the Sale of the Property. (c) "Net Profits from Sale" means Gross Proceeds minus Expenses of Sale. (d) "Profits Participation Interest" means ten percent (10%) of the Net Profits from Sale. (e) "Sale" means the bona fide sale and conveyance of all or any part of the Property to an unrelated third party. Grantee will have the right to sell the Property at any time to any party without the necessity of consent by Grantor. For purposes hereof a "Sale" will not include any sale, transfer, or disposition of the Property to any affiliate entity which is owned or controlled by Grantee or a related entity in whole or in part. In the event of any such sale, transfer, or disposition of the Property to an affiliate entity, Grantor will retain its Profits Participation Interest in and to the Property, and all payments to be made hereunder to Grantor will be calculated and made as if there had been no such sale, transfer, or disposition. 2. Concurrently with the closing of a Sale, Grantee will pay or cause to be paid to Grantor the Profits Participation Interest in and to all cash and/or notes received by Grantee. In the event that Grantee enters into a Sale of the Property and accepts a promissory note ("Note") as partial consideration for the Sale, Grantor will be entitled to receive its pro -rata share of the Profits Participation Interest, if any, in and to all cash received by Grantee at such closing, and will be 7 further entitled to receive its Profits Participation Interest in and to payments under the Note only if, as, when, and to the extent, such payments are actually received by Grantee. 3. Grantor will execute and deliver to Grantee a release of Grantor's rights under this Agreement, in a recordable form upon a closing of a Sale of the Property (but only as to the portion of the Property that is sold) and payment to Grantor of the applicable Profits Participation Interest for the Sale. 8 DATE: September 21, 2006 SUBJECT: City Council Meeting - September 28, 2006 ITEM: 14.6.2. Consider a resolution accepting a Deed of Gift from McNeil Retail, Ltd. for reversionary interests in McNeil Park and authorizing the Mayor to execute same. Department: Staff Person: Justification: Administration Jim Nuse, City Manager This action will help the City gain the highest value for McNeil Park. Funds from the sale of the park will be used to improve Round Rock's Park System. Funding: Cost: N/A Source of Funds: N/A Outside Resources: Background Information: When McNeil Park was donated to the City of Round Rock, the deed contained a reversionary clause. This provision stated that if the park is not used for parkland, it would revert back to Johnson & Johnson. When Endeavor purchased the Johnson & Johnson site (McNeil Laboratories), they bought those rights. Endeavor is gifting the parkland to the City in exchange for a 10% interest in the net proceeds from the sale of the property. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS iii 10111111111 DEED OF GIFT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § 111 0011111 111111111111111111111111DEED 15 PGS 2006087974 KNOW ALL MEN BY THESE PRESENTS: NOTICE OF CONFIDENTIALTY RIGHTS - IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. That MCNEIL RETAIL, LTD., a Texas limited partnership, hereinafter called Grantor, for the purpose of making a gift, and the consideration recited being sufficient and adequate, and no lien, expressed or implied, being retained; HAS GRANTED, GIVEN AND CONVEYED and by these presents DOES GRANT, GIVE AND CONVEY, subject to such conditions, restrictions, reservations, easements, exceptions or other matters affecting title as are found of record in the office of the County Clerk of Williamson County, Texas, or as may be actually located upon the ground, unto the said CITY OF ROUND ROCK, a municipality, Williamson County, Texas, hereinafter called Grantee, all of Grantor's reversionary interests and rights to enforce all provisions relating to restrictions and covenants set forth in (i) that certain Deed For Community Park, by McNeilab, Inc., formerly known as McNeil Laboratories, Inc., as grantor, dated effective October 8, 1979, and recorded in Volume 778, Page 330, (ii) that certain Deed For Community Park, by McNeilab, Inc., formerly known as McNeil Laboratories, Inc., as grantor, dated effective December 17, 1981, and recorded in Volume 871, Page 369, and (iii) that certain Warranty Deed, by McNeilab, Inc., formerly known as McNeil Laboratories, Inc., as grantor, executed on December 16, 1981, and recorded in Volume 871, Page 374, all of the Official Public Records of Williamson County, Texas, in the following described property with all improvements thereon, lying and being situated in Williamson County, Texas, to -wit (the`Propert)): Tract 1 A 14.06 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being out of that certain 38.58 acre tract conveyed to McNeil Laboratories, Inc., by Warranty Deed recorded in Volume 657, Page 655 of the Deed of Records of Williamson County, Texas, together with all improvements thereon, said 14.064 acres being more particularly described by metes and bounds in Exhibit"A'attached hereto and made a part hereof for all purposes. Tract 2 A 2.00 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being a portion of the remainder of that certain 38.85 acre tract conveyed to McNeilab, Inc., formerly McNeil Laboratories, Incorporated, by deed recorded in Volume 657, Page 655 of the Deed Records of Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit`B'attached hereto and made a part hereof for all purposes. R-ov•o9•AS- Nem 1 Tract 3 A 2.35 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being a portion of the remainder of that certain 38.58 acre tract conveyed to McNeilab, Inc., formerly McNeil Laboratories, Incorporated, by deed recorded in Volume 657, Page 655 of the Deed Records of Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit"C'attached hereto and made a part hereof for all purposes. TO HAVE AND TO HOLD, SUBJECT TO such conditions, restrictions, reservations, easements, exceptions, and other matters affecting title as are found of record in the office of the County Clerk of Williamson County, Texas, or as may be actually located upon the ground, and in accordance with the restrictions and covenants below, the above described reversionary interests in the property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto the said GRANTEE, its successors and assigns, forever; and Grantor hereby binds itself and its successors to WARRANT AND FOREVER DEFEND, all singular, the premises unto the said GRANTEE, and its 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. This conveyance is made and accepted upon the following restrictions and covenants, herein made by said City of Round Rock: 1. If the use of the Property as a community park and recreation area shall cease, then and in any such event, the Property shall thereafter be occupied and used solely for retail, restaurant and/or hotel use. 2. Grantor reserves the right to receive ten percent (10%) of the net proceeds of any sale of the Property (or any portion thereof), by Grantee after the date hereof, calculated in accordance with the provisions of Exhibit`D'attached hereto and made a part hereof for all purposes. Such restrictions and covenants shall run with the land and be binding upon the Property and observed by the City of Round Rock, its successors and assigns. [SIGNATURE PAGE FOLLOWS] 2 WITNESS MY HAND, this the pS day of STATE OF TEXAS COUNTY OF TRAVIS GRANTOR: 2006. MCNEIL RETAIL, LTD., a Texas limited partnership By: EGP Retail Management, L.L.C. a Texas limited liability company, its general partner By: Name. e i t� , j Loe r+5 Title: J his instruy-nt /.s acknowledged before me on O , 2006, by , Executive Vice President of EGP anagement, L.L.C., a Texas • ed lia , lity compan , eneral Partner of McNeil Retail, Ltd., a Texas limited partnership� on behalf of said company and limited partnership. ('"-'111164---- lic in and or the State of Texas NANCY VANHEMERT $.§.:•••• Notary Public, State of Texas F.�,,c My Commission Expires ''�'` ``'' March 28, 2009 3 GRANTEE: CITY OF ROUND ROCK, a municipality, Williamson County, Texas By: % pP Na : �,t i'I'1 • v (,4.)6LG� Title: MAYOR./ STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on 0 L---8e.,4e , 2006, by 14\I c= ( X cs...__ , the (may D of the CITY OF ROUND ROCK, a municipality, Williamson County, Texas, on behalf of said municipality. Grantee's Address: After Recording, Return to: Drenner & Golden, Stuart Wolff, LLP 301 Congress Avenue, Suite 1200 Austin, Texas 78701 N • ary Public i and for the State of Texas 4 EXHIBIT A Tract 1 5 VOL 778PAGE 334 ,,..-1(1-72 f 3 I T 4 FIELD NOTES FOR McNEIL PARK SITE Field Notes describing a 14.064 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being out of that certain 38.58 acre tract conveyed to McNeil Laboratories, Inc., by Warranty Deed recorded in volume 657, Page 655 of the Deed Records of Williamson County, Texas; said 14.064 acres being more particularly described by metes and bounds as follows: BEGINNING at an iron pin found in the East right-of-way line of Interstate Highway No. 35, being the most Westerly corner of said 38.58 acre tract and the most Westerly corner of the hereinafter described 14.064 tract of land; THENCE along said East right-of-way line, a West line hereof. N01°04'10"W, 547.98 feet to an iron pin set for the most Northerly corner hereof;. THENCE along the North and East lines hereof, the following six (6) courses: 1) S80°50'E, 173.46 feet to an iron pin set for an angle point hereof; 2) S51°10'E, 172.71 feet to an iron pin set for an angle point hereof; 3) N76°25'E, 171.83 feet to an iron pin set for an ell corner hereof; 4) S33°52'E, 639.14 feet to an iron pin set for an ell corner hereof; 5) N65°00'E, 232.00 feet to an ell corner hereof; 6) S25°00'E, 368.08 feet to an iron pin set under a fence in the South line of said 30.58 acre tract for the Southeast corner hereof; THENCE along said South line, as fenced, the South line hereof, the following four (4) courses: 1) S70°29'20"W, 104.94 feet to an iron pin found at a fence corner for an angle point hereof; 2) S68°46'15"W, 171.29 feet to an iron pin found at a fence corner for an angle point hereof; 3) S64°47'40"W, 101.50 feet to an iron pin found at a fence corner for an angle point hereof; 4) S57°56'50"W, 130.16 feet to an iron pin found at a fence corner for the most Southerly corner hereof; THENCE N37°12'15"W, 204.52 feet to the center of a Sewer Manhole for an angle point hereof; THENCE along the centerline of said Sewerline N59°26'20"W, 633.85 feet to the center of a Sewer Manhole for an angle point hereof; THENCE N54.57'30"W, 66.41 feet to the Point of Beginning of the herein described tract of land, containing 14.064 acres of land more or less. I, Timothy E. Haynie, A REGISTERED PROFESSIONAL ENGINEER, do hereby certify that these field notes accurately represent the results of an on -the -ground survey made under my direction and supervision on the 25th day of April, 1979. A11 corners located are as shown. There are no encroachments, conflicts or protrusions apparent on the ground except as shown. lyN70,.11,4 Voc.,: 36982 s HAYNIE & HALLMAN, INC. Timothy\E. Haynie Professional Engineer No. 4— JZ(o - 19 36982 bate VOL ((SPloE JJ SKETCH TO ACCOMPANY F/EW NOTES deoace : /" = ?do • • TRON P/N FOC/A/O O I/p0/V PIN SET ZH 33 PREPARED 13r": Haynie & Kallman Inc. CONSULTING ENGINEERS 2115 North Mays Round flock. Texas 78664 (512) 255-4564. 255-595 EXHIBIT B Tract 2 6 EXHIBIT B Tract 2 FIELD NOTES describing a 2.00 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being a portion of the remainder of that certain 38.58 acre tract conveyed to McNEILAB, INC., formerly McNeil Laboratories, Incorporated, by deed recorded in Volume 657, Page 655 of the Deed Records of Williamson County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at an iron pin found at an ell comer of that certain 14.064 acre tract known as the Henry S. McNeil Community Park, conveyed to the City of Round Rock, Texas, by deed recorded in Volume 778, Page 330 of the Deed Records of said County, for the most Westerly Southwest corner and POINT OF BEGINNING of the hereinafter described 2.00 acre tract; THENCE along an East line of said 14.064 acre tract, for a West line hereof, N33 52'W, 110.00 feet to a point for the Northwest corner hereof; THENCE along the North line hereof, the following two (2) courses: 1) N72 10'E, 229.93 feet to an angle point hereof; 2) N65 00'E, 163.40 feet to a point for the Northeast corner hereof; THENCE along the East line hereof, S25 00'E, 461.64 feet to a point under a fence in the South line of said 38.58 acre tract, for the Southeast corner hereof; THENCE along the South line of said 38.58 acre tract, as fenced, for the South line hereof, S70 26'W, 143.22 feet to an iron pin found at the Southeast corner of said 14.064 acre tract, for the most Southerly Southwest corner hereof; THENCE along an East line of said 14.064 acre tract, for a West line hereof, N25 00'W, 368.08 feet to an iron pin found at an ell comer of said 14.064 acre tract, for an ell corner hereof; THENCE along a North line of said 14.064 acre tract, for a South line hereof, S65 00'W, 232.00 feet to the POINT OF BEGINNING of the herein described tract, containing 2.00 acres of land more or less. EXHIBIT C Tract 3 7 EXHIBIT C Tract 3 FIELD NOTES describing a 2.35 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212,situated in Williamson County, Texas, being a portion of the remainder of that certain 38.58 acre tract conveyed to McNEILAB, INC., formerly McNeil Laboratories, Incorporated, by deed recorded in Volume 657, Page 655 of the Deed Records of Williamson County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING FOR REFERENCE at an iron pin found under a fence at the Southeast corner of that certain 14.064 acre tract known as the Henry S. McNeil Community Park, conveyed to the City of Round Rock, Texas, by deed recorded in Volume 778, Page 330 of said Deed Records; thence along said fence line, being the South line of said 38.58 acre tract, N70 26'E, 143.22 feet to a point under said fence for the Southwest corner and POINT OF BEGINNING of the hereinafter described 2.35 acre tract; THENCE departing said fence along the West line hereof, N25 00'W, 461.64 feet to a point for the Northwest corner hereof; THENCE along the North line hereof, N65 00'E, 238.36 feet to a point for the Northeast corner hereof; THENCE, along the East line hereof, the following three (3) courses: 1) S25 00'E, 349.17 feet to a point in the center -line of a creek, for an angle point hereof; 2) along said creek centerline, S47 43"w, 60.60 feet to an angle point hereof; 3) along said creek centerline, S03 40'W, 121.14 feet to a point under a fence in the South line of said 38.58 acre tract, for the Southeast corner hereof; THENCE along the South line of said 38.58 acre tract, as fenced, for a South line hereof, the following two (2) courses: 1) S70 42'W, 40.00 feet to a fence corner post, for an angle point hereof; 2) S70 26'W, 82.96 feet to the POINT OF BEGINNING of the herein described tract, containing 2.35 acre of land more or less. EXHIBIT D Net Profits Interest Grantee shall pay to Grantor a Profits Participation Interest (defined below) in accordance with the following: 1. Definitions. For the purposes of this Exhibit D, the following terms have the respective meanings assigned to them: (a) `Expenses of Sale means the sum of all reasonable third -party expenses incurred by or on behalf of Grantee in connection with a Sale of the Property, including without limitation, attorney's fees, title insurance premiums, survey costs, real estate commissions, closing costs, and similar fees and expenses. (b) `Gross Proceeds' means the total amount of all cash and the face value of all notes and the fair market value of all property received or to be received as consideration from the Sale of the Property. (c) 'Net Profits from Salemeans Gross Proceeds minus Expenses of Sale. (d) 'Profits Participation Interest' means ten percent (10%) of the Net Profits from Sale. (e) 'Sale means the bona fide sale and conveyance of all or any part of the Property to an unrelated third party. Grantee will have the right to sell the Property at any time to any party without the necessity of consent by Grantor. For purposes hereof a "Sall' will not include any sale, transfer, or disposition of the Property to any affiliate entity which is owned or controlled by Grantee or a related entity in whole or in part. In the event of any such sale, transfer, or disposition of the Property to an affiliate entity, Grantor will retain its Profits Participation Interest in and to the Property, and all payments to be made hereunder to Grantor will be calculated and made as if there had been no such sale, transfer, or disposition. 2. Concurrently with the closing of a Sale, Grantee will pay or cause to be paid to Grantor the Profits Participation Interest in and to all cash and/or notes received by Grantee. In the event that Grantee enters into a Sale of the Property and accepts a promissory note (Note as partial consideration for the Sale, Grantor will be entitled to receive its pro -rata share of the Profits Participation Interest, if any, in and to all cash received by Grantee at such closing, and will be 8 further entitled to receive its Profits Participation Interest in and to payments under the Note only if, as, when, and to the extent, such payments are actually received by Grantee. 3. Grantor will execute and deliver to Grantee a release of Grantors rights under this Agreement, in a recordable form upon a closing of a Sale of the Property (but only as to the portion of the Property that is sold) and payment to Grantor of the applicable Profits Participation Interest for the Sale. 9 Form 8283 (Rev. December 2005) Department of the Treasury Internal Revenue Service Noncash Charitable Contributions N. Attach to your tax return H you claimed a total deduction of over $600 for all contributed property. ► See separate instructions. OMB No. 1545-0908 Attachment Sequence No. 155 Name(s) shown on your income tax retum McNeil Retail, Ltd. Identifying number Note. Figure the amount of your contribution deduction before completing this form. See your tax retum instructions. Section A. Donated Property of $5,000 or Less and Certain Publicly Traded Securities—List in this section only items (or groups of similar items) for which you claimed a deduction of $5,000 or less. Also, list certain publicly traded securities even if the deduction is more than $5,000 (see instructions). Information on Donated Property—If you need more space, attach a statement. P rt I (a) Name and address of the donee organization (b) Description of donated property (For a donated vehicle, enter the year, make, model, condition, and mileage.) A (e) How acquired by donor (f) Donor's cost or adjusted basis B (h) Method used to determine the fair market value A C D E B unt you claimed as a deduction for an item s $500 or less, you do not have to complete columns (d), (e), and (f). entire interest in a property listed in Part I. Complete lines 3a through 3c if conditions were placed on a contribution listed in Part 1; also attach the required statement (see instructions). 2a Enter the letter from Part I that identifies the property for which you gave less than an entire interest ► If Part II applies to more than one property, attach a separate statement. b Total amount claimed as a deduction for the property listed in Part I: (1) For this tax year ► (2) For any prior tax years ► c Name and address of each organization to which any such contribution was made in a prior year (complete only if different from the donee organization above): Name of charitable organization (donee) Address (number, street, and room or suite no.) City or town, state, and ZIP code d For tangible property, enter the place where the property is located or kept ► e Name of any person, other than the donee organization, having actual possession of the property ► 3a Is there a restriction, either temporary or permanent, on the donee's right to use or dispose of the donated property? b Did you give to anyone (other than the donee organization or another organization participating with the donee organization in cooperative fundraising) the right to the Income from the donated property or to the possession of the property, including the right to vote donated securities, to acquire the property by purchase or otherwise, or to designate the person having such income, possession, or right to acquire? c Is there a restriction limiting the donated property for a particular use? Yes I No For Paperwork Reduction Act Notice, see page 6 of separate instructions. Cat. No. 62299,1 Foran 8283 (Rev. 12-2005) (c) Date of the contribution (d) Date acquired by donor (mo., yr.) (e) How acquired by donor (f) Donor's cost or adjusted basis (g) Fair market value (see instructions) (h) Method used to determine the fair market value A B C D E Part II Partial Interests and Restricted Use Property—Complete lines 2a through 2e if you gave less than an entire interest in a property listed in Part I. Complete lines 3a through 3c if conditions were placed on a contribution listed in Part 1; also attach the required statement (see instructions). 2a Enter the letter from Part I that identifies the property for which you gave less than an entire interest ► If Part II applies to more than one property, attach a separate statement. b Total amount claimed as a deduction for the property listed in Part I: (1) For this tax year ► (2) For any prior tax years ► c Name and address of each organization to which any such contribution was made in a prior year (complete only if different from the donee organization above): Name of charitable organization (donee) Address (number, street, and room or suite no.) City or town, state, and ZIP code d For tangible property, enter the place where the property is located or kept ► e Name of any person, other than the donee organization, having actual possession of the property ► 3a Is there a restriction, either temporary or permanent, on the donee's right to use or dispose of the donated property? b Did you give to anyone (other than the donee organization or another organization participating with the donee organization in cooperative fundraising) the right to the Income from the donated property or to the possession of the property, including the right to vote donated securities, to acquire the property by purchase or otherwise, or to designate the person having such income, possession, or right to acquire? c Is there a restriction limiting the donated property for a particular use? Yes I No For Paperwork Reduction Act Notice, see page 6 of separate instructions. Cat. No. 62299,1 Foran 8283 (Rev. 12-2005) Form 8283 (Rev. 12-2005) Name(s) shown on your income tax return Page 2 Identifying number Section B. Donated Property Over $5,000 (Except Certain Publicly Traded Securities) --List in this section only items (or groups of similar items) for which you claimed a deduction of more than $5,000 per item or group (except contributions of certain publicly traded securities reported in Section A). An appraisal is generally required for property listed in Section B (see instructions). Information on Donated Property—To be completed by the taxpayer and/or the appraiser. Part I 4 Check the box that describes the type of property donated: ❑ Art* (contribution of $20,000 or more) ❑ Qualified Conservation Contribution 0 Equipment ❑ Art' (contribution of less than $20,000) 0 Other Real Estate 0 Securities ❑ Collectibles" 0 Intellectual Property 0 Other *Art includes paintings, sculptures, watercolors, prints, drawings, ceramics, antiques, decorative arts, textiles, carpets, silver, rare manuscripts, historical memorabilia, and other similar objects. "Collectibles include coins, stamps, books, gems, jewelry, sports memorabilia, dolls, etc., but not art as defined above. Note. If your total art contribution was $20,000 or more, you must attach a complete copy of the signed appraisal. If your deduction for any donated th $500 000 ou must attach a qualified appraisal of the property. See instructions. property was more an , y 5 (a) Description of donated property (if you need more space, attach a separate statement) (b) If tangible property was donated, give a brief summary of the overall physical condition of the property at the time of the gift (c) Appraised fair market value A See attached le, al descrl • tion B C D (d) Date acquired by donor (mo., yr.) (e) How acquired by donor (f) Donor's cost or adjusted basis bargain See instructions (g) For sales, enter amount received (h) Amount claimed as a deduction n verage Uri.• mg pace of securities A :ufr4wr>mintynr.F=iMMOMMI.>rt1carwl• :. B C D Part 11 Taxpayer (Donor) Statement—List each item included in Part 1 above that the appraisal identifies as having a value of $500 or less. See instructions. I declare that the following item(s) included in Part I above has to the best of my knowledge and belief an appraised value of not more than $500 (per item). Enter Identifying letter from Part I and describe the specific item. See instructions ► Signature of taxpayer (donor) ► Date I. Declaration of Appraiser I declare that I am not the donor, the donee, a party to the transaction in which the donor acquired the property, employed by, or related to any of the foregoing persons, or married to any person who Is related to any of the foregoing persons. And, if regularly used by the donor, donee, or party to the transaction, I performed the majority of my appraisals during my tax year for other persons. Also, I declare that I hold myself out to the public as an appraiser or perform appraisals on a regular basis; and that because of my qualifications as described in the appraisal, I am qualified to make appraisals of the type of property being valued. I certify that the appraisal fees were not based on a percentage of the appraised property value. Furthermore, I understand that a false or fraudulent overstatement of the property value as described in the qualified appraisal or this Form 8283 may subject me to the penalty under section 6701(a) (aiding and abetting the understatement of tax ('lability). I affirrn that I have not been barred from presenting evidence or testimony by the Office of Professional Responsibility. Sign Here Signature 0. Title ► Date ► Business address (including room or suite no.) Identifying number City or town, state, and ZIP code Part IV Donee Acknowledgment—To be completed by the charitable organization. This charitable organization acknowledges that it Is a qualified organization under section 170(c) and that it received the donated property as described in Section B, Part I, above on the following date ► Furthermore, this organization affirms that in the event it sells, exchanges, or otherwise disposes of the property described in Section B, Part I (or any portion thereof) within 2 years after the date of receipt, it will file Form 8282, Donee Information Return, with the IRS and give the donor a copy of that form. This acknowledgment does not represent agreement with the claimed fair market value. Does the organization Intend to use the property for an unrelated use? ❑ Yes ® No Name of charitable organization (donee) City of Round Rock Employer Identification number Address (number, street, and room or suite no.) 221 E. Main Street City or town, state, and ZIP code Round Rock, Texas 78664 Authorized signature Title Date FILED AND RECORDED OFFICIAL PUBLIC RECORDS 2006087974 10/06/2006 03:43 PM PHERBRICH $72.00 NANCY E. RISTER, COUNTY CLERK WILLIAMSON COUNTY, TEXAS /cal( }f4 1/ 1 Form 8283 (Rev. December 2005) Department of the Treasury Internal Revenue Service Noncash Charitable Contributions ► Attach to your tax return if you claimed a total deduction of over $500 for all contributed properly. a. See separate instructions. OMB No. 1545-0908 Attachment Sequence No. 155 Identifying number Name(s) shown on your income tax retum McNeil Retail, Ltd. Note. Figure the amount of your contribution deduction before completing this form. See your tax retum instructions. Section A. Donated Property of $5,000 or Less and Certain Publicly Traded Securities—List in this section only items (or groups of similar items) for which you claimed a deduction of $5,000 or Tess. Also, list certain publicly traded securities even if the deduction is more than $5,000 (see instructions). i au !reformation on Donated Property—If you need more space, attach a statement. lifilaiia (a) Name and address of the 1 donee organization (b) Description of donated property (For a donated vehicle, enter the year, make, model, condition, and mileage.) A (a) Now acquired by donor — .___ _- .___, t - (f) Donor's cost or adjusted basis B (h) Method used to determine the fair market value C D E -___ _ . �_.._ •_ _. r_. _ 1.... nn r n rev a.,.t rn note A n Ute tilt vtu if. yuu lc) Date of the contribution c.rannw ca. o ...�.......,.............._... (d) Date acquired by donor (mo., yr.) (a) Now acquired by donor — .___ _- .___, t - (f) Donor's cost or adjusted basis -. - (g) Fair market value (see Instructions) (h) Method used to determine the fair market value B C, D E Part I1 Partial Interests and Restricted Use Property—Complete tines 2a through 2e If you gave less than an entire interest in a property listed in Part 1. Complete lines 3a through 3c if conditions were placed on a contribution listed in Part 1; also attach the required statement (see instructions). 2a Enter the letter from Part I that identifies the property for which you gave less than an entire interest ► If Part II applies to more than one property, attach a separate statement. b Total amount claimed as a deduction for the property listed in Part I: (1) For this tax year 10- (2) (2) For any prior tax years ► c Name and address of each organization to which any such contribution was made in a prior year (complete only if different from the donee organization above): Name of charitable organization (donee) Address (number, street, and room or suite no.) City or town, state, and ZIP code d For tangible property, enter the place where the property is located or kept ► e Name of any person, other than the donee organization, having actual possession of the property 10- 3a 3a Is there a restriction, either temporary or permanent, on the donee's right to use or dispose of the donated property? b Did you give to anyone (other than the donee organization or another organization participating with the donee organization in cooperative fundraising) the right to the income from the donated property or to the possession of the property, including the right to vote donated securities, to acquire the property by purchase or otherwise, or to designate the person having such income, possession, or right to acquire? c Is there a restriction limiting the donated property for a particular use? Yes I No For Paperwork Reduction Act Notice, see page 6 of separate instructions. R- oto-�rasr-�� Cat No. 62299J Form 8283 (Rev. 12-2005) Form 8283 (Rev. 12-2005) Name(s) shown on your income tax return Page 2 Identifying number Section B. Donated Property Over $5,000 (Except Certain Publicly Traded Securities)—last In this section only items (or groups of similar items) for which you claimed a deduction of more than $5,000 per item or group (except contributions of certain publicly traded securities reported in Section A). An appraisal is generally required for property listed in Section B (see instructions). Information on Donated Property—To be completed by the taxpayer and/or the appraiser. 4 Check the box that describes the type of property donated: ❑ Art' (contribution of $20,000 or more) ❑ Qualified Conservation Contribution Art' (contribution of less than $20,000) 0 Other Real Estate Part 1 ❑ 0 Equipment "❑ Securities ❑ Collectibles 0 Intellectual Property 0 Other 'Art includes paintings, sculptures, watercolors, prints, drawings, ceramics, antiques, decorative arts, textiles, carpets. saver. rare manuscripts, historical memorablia, and other similar objects. "Collectibles include coins, stamps, books, gems, jewelry, sports memorabilia, ddb, etc.. but not art as defined above. Note. If your total art contribution was $20,000 or more, you must attach a complete copy of the signed appraisal. If your deduction for any donated property was more than $500,000, you must attach a qualified appraisal of the roperty See ' strtrctlons 5 (a) Description of donated property Of you need more space, attach a separate statement) P m (b) If tangible property was donated, give a brief summary of the overall physical condition of the property at the time of the gift (c) Appraised fair market value A See attached le. al descri •tion B C D (d) Date acquired by donor (mo., yr.) (e) How acquired by donor (f) Donor's cost or adjusted basis (g) For bargain sales, enter amount received See instructions (h) Amount claimed as a deduction i of securities price A Se • t. 2005 Purchase See attch. 4• s. B C D ' T D axpayer ( ono,) Statement—Ltst each Item Included In Parti above that the appraisal identifies as having a value of $500 or Tess. See instructions. I declare that the following items) included in Part 1 above has to the best of my knowledge and belief an appraised value of not more than $500 (per item). Enter identifying letter from Part I and describe the specific item. See instructions ► Signature of taxpayer (donor) ► Part 111 Declaration of Appraiser Date ► 1 declare that I am not the donor, the donee, a party to the transaction in which the donor acquired the property, employed by, or related to any of the foregoing persons, or married to any person who is related to any of the foregoing persons. And, if regularly used by the donor, donee, or party to the transaction, I performed the majority of my appraisals during my tax year for other persons. Also, 1 declare that I hold myself out to the public as an appraiser or perform appraisals on a regular basis; and that because of my qualifications as described in the appraisal, I am quaified to make appraisals of the type of property being valued. I certifythat the on a percentage of the appraised property appraisal theees were not based value. Furthermore, 1 understand that a false or fraudulent overstatement of property value as described in the qualified appraisal or this Form 8283 may subject me to the penalty under section 6701(a) (aiding and abetting the understatement of tax liability). I affirm that 1 have not been barred from presenting evidence or testimony by the Office of Professional Responsibility. Sign Here ` Signature s Business address (including room or suite no.) City or town, state, and ZIP code Part IV Title ,. Date ► IIdentifying number Donee Acknowledgment—To be completed by the charitable organization. This charitable organization acknowledges that it is a qualified organization under section 170(c) and that it received the donated property as described in Section B, Part I, above on the following date ► Furthermore, this organization affirms that in the event it sells, exchanges, or otherwise disposes of the property described in Section B, Part I (or any portion thereof) within 2 years after the date of receipt, it will file Form 8282, Donee Information Retum, with the IRS and give the donor a copy of that form. This acknowledgment does not represent agreement with the claimed fair market value. Does the organization intend to use the property for an unrelated use? Name of charitable or ► 0 Yes ® No ganization (donee) City of Round Rock Address (number, street, end room or suite no.) 22 E. M _'n Street Autho Erriplofyr — (� tion X85 City or town, state, and ZP code Round Rock, Texas 78664 OL' IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIlIIIIIIIIIIIIIIII D:E:GS DEED OF GIFT THE STATE OF TEXAS COUNTY OF WILLIAMSON § 2006087974 KNOW ALL MEN BY THESE PRESENTS: NOTICE OF CONFIDENTIALTY RIGHTS - IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. That MCNEIL RETAIL, LTD., a Texas limited partnership, hereinafter called Grantor, for the purpose of making a gift, and the consideration recited being sufficient and adequate, and no lien, expressed or implied, being retained; HAS GRANTED, GIVEN AND CONVEYED and by these presents GIVE AND CONVEY, subject to such conditions, restrictions, eservations,easements, xceptio s or other matters affecting title as are found of record in the office of the County Clerk of Williamson County, Texas, or as may be actually located upon the ground, unto the said CITY OF ROUND ROCK, a municipality, Williamson County, Texas, hereinafter called Grantee, all of Grantor's reversionary interests and rights to enforce all provisions relating to restrictions and covenants set forth in (i) that certain Deed For Community Park, by McNeilab, Inc., formerly known as McNeil Laboratories, Inc., as grantor, dated effective October 8, 1979, and recorded in Volume 778, Page 330, (ii) that certain Deed For Community Park, by McNeilab, Inc., formerly known as McNeil Laboratories, Inc., as grantor, dated effective December 17, 1981, and recorded in Volume 871, Page 369, and (iii) that certain Warranty Deed, by McNeilab, Inc., formerly known as McNeil Laboratories, Inc., as grantor, executed on December 16, 1981, and recorded in Volume 871, Page 374, all of the Official Public Records of Williamson County, Texas, in the following described property with all improvements thereon, lying and being situated in Williamson County, Texas, to -wit (the"Property): Tract 1 A 14.06 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being out of that certain 38.58 acre tract conveyed to McNeil Laboratories, Inc., by Warranty Deed recorded in Volume 657, Page 655 of the Deed of Records of Williamson County, Texas, together with all improvements thereon, said 14.064 acres being more particularly described by metes and bounds in Exhibit"A'attached hereto and made a part hereof for all purposes. Tract 2 A 2.00 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being a portion of the remainder of that certain 38.85 acre tract conveyed to McNeilab, Inc., formerly McNeil Laboratories, Incorporated, by deed recorded in Volume 657, Page 655 of the Deed Records of Williamson County, Texas, and being more particularly described by metes and bounds in Exh_ ibit`B'attached hereto and made a part hereof for all purposes. R - o .o9.As-Jygas 1 Tract 3 A 2.35 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being a portion of the remainder of that certain 38.58 acre tract conveyed to McNeilab, Inc., formerly McNeil Laboratories, Incorporated, by deed recorded in Volume 657, Page 655 of the Deed Records of Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit"C'attached hereto and made a part hereof for all purposes. TO HAVE AND TO HOLD, SUBJECT TO such conditions, restrictions, reservations, easements, exceptions, and other matters affecting title as are found of record in the office of the County Clerk of Williamson County, Texas, or as may be actually located upon the ground, and in accordance with the restrictions and covenants below, the above described reversionary interests in the property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto the said GRANTEE, its successors and assigns, forever; and Grantor hereby binds itself and its successors to WARRANT AND FOREVER DEFEND, all singular, the premises unto the said GRANTEE, and its 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. This conveyance is made and accepted upon the following restrictions and covenants, herein made by said City of Round Rock: 1. If the use of the Property as a community park and recreation area shall cease, then and in any such event, the Property shall thereafter be occupied and used solely for retail, restaurant and/or hotel use. 2. Grantor reserves the right to receive ten percent (10%) of the net proceeds of any sale of the Property (or any portion thereof), by Grantee after the date hereof, calculated in accordance with the provisions of Exhibit`j'attached hereto and made a part hereof for all purposes. Such restrictions and covenants shall run with the land and be binding upon the Property and observed by the City of Round Rock, its successors and assigns. [SIGNATURE PAGE FOLLOWS] 2 WITNESS MY HAND, this the p day of STATE OF TEXAS COUNTY OF TRAVIS his instru • tidalth:11 .4 ALA LAIL /i ,%�� ed Iia . lity compan behalf of said company and GRANTOR: 2006. MCNEIL RETAIL, LTD., a Texas limited partnership By: EGP Retail Management, L.L.C. a Texas limited liability company, its general partner NameBy: ..��: a� - , r e L J lot r,r Title:�� /� P. ,�— acknowledged before me on o 2006, by , Executive Vice President of EGP anagement, L.L.C., a Texas eneral Partner of McNeil Retail, Ltd., a Texas limited partnership, on limited partnership. Notary P.lic in and or the State of Texas 3 1,,,,,, P��V!t, , NANCY VANHEMERT i = Notary Public, State of Texas My Commisaion Expires %;t,� March 28, 2009 GRANTEE: CITY OF ROUND ROCK, a municipality, Williamson County, Texas By: Na Title: STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on I� c= �xu� c� o L-rnBFq �-- , 2006, by 1'I 1 , the ( .i D� of the CITY OF ROUND ROCK, a municipality, Williamson County, Texas, on behalf of said municipality. Grantee's Address: After Recording, Return to: Drenner & Golden, Stuart Wolff, LLP 301 Congress Avenue, Suite 1200 Austin, Texas 78701 N. ary Public i and for th�atTexas 4 EXHIBIT A Tract 1 5 778m 334 ,.L,Y / r3 / T" , FIELD NOTES FOR McNEIL PARK SITE Field Notes describing a 14.064 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being out of that certain 38.58 acre tract conveyed to McNeil Laboratories, Inc., by warranty Deed recorded in volume 657, Page 655 of the Deed Records of Williamson County, Texas; said 14.064 acres being more particularly described by metes and bounds as follows: BEGINNING at an iron pin found in the East right -of -wale line of Interstate Highway No. 35, being the most Westerly corner of said 38.58 acre tract and the most Westerly corner of the hereinafter described 14.064 tract of land; THENCE along said East right-of-way line, a West line hereof, N01°04'10"W, 547.98 feet to an iron pin set for the most Northerly corner hereof: THENCE along the North and East lines hereof, the following six (6) coursesr 1) SB0°50'E, 173.46 feet to an iron pin set for an angle point hereof; 2) S51°10'E, 172.71 feet to an iron pin set for an angle point 4)7533552'E, 639.14eet to an iron feet to an ironlpine setor for an ell corner hereof; 5) N65°00'E, 232.00 feet to an ell corner hereof; 6) S25°00'E, 368.08 feet to an iron pin set under a fence in the South line of said 30.58 acre tract for the Southeast corner hereof; THENCE along said South line, as fenced, the South line hereof, the following four (4) courses: 1) S70°29'20"W, 104.94 feet to an iron pin found at a fence corner for an angle point hereof; 2) S68°46'15"W, 171.29 feet to an iron pin found at a fence corner for an angle point hereof; 3) S64°47'40"W, 101.50 feet to an iron pin found at a fence corner for an angle point hereof; 4) S57°56'50"W, 130.16 feet to an iron pin found at a fence corner for the most Southerly corner hereof; THENCE N37°12'15"W, 204.52 feet to the center of a Sewer Manhole for an angle point hereof; THENCE along the centerline of said Sewerline N59°26'20"W, 633.85 feet to the center of a Sewer Manhole for an angle point hereof; THENCE N54°57'30"W, 66.41 feet to the Point of Beginning of the herein described tract of land, containing 14.064 acres of land more or less. I, Timothy E. Haynie, A REGISTERED PROFESSIONAL ENGINEER, do hereby certify that these field notes accurately represent the results of an on -the -ground survey made under my direction and supervision on the 25th day of April, 1979. All corners located are as shown. There are no encroachments, conflicts or protrusions apparent on the ground except as shown. latOF ribs .r.r.""rXir lwr PM-WI-autoi ...i HAYNIE b HALLMAN, INC. Timothy E. Haynie Professional Engineer No. 36982 Date 4- 'Z 6, — vow ;.t.b SKETCH TO t4CCOMP,4WVY F/EL.O /VOTES 3CAGQ : /" c lop • �4'ENo • TRON P/N F'O IAIO O I'QON P/N SET Mc NEa G480R.9 TO.e/ES LNC- 38..58Ac vo/ 4 57, Pi. 6 55 0- t9� 1 od 9 tAj (ob99 (?1 d r( 6, rot -5/0 5 *I 3°.I 6 5 a 40 b 'roi •Oa '/a"W 54 71' IH 33 N.4 %"RE/c'eg•eE.0 BY: Haynie & Kallman Inc. CONSULTING ENGINEERS 2115 North Mays Hound Hock. Texas 78664 (5121 255-4564 255-555E EXHIBIT B Tract 2 6 EXHIBIT B Tract 2 FIELD NOTES describing a 2.00 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212, situated in Williamson County, Texas, being a portion of the remainder of that certain 38.58 acre tract conveyed to McNEILAB, INC., formerly McNeil Laboratories, Incorporated, by deed recorded in Volume 657, Page 655 of the Deed Records of Williamson County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at an iron pin found at an ell comer of that certain 14.064 acre tract known as the Henry S. McNeil Community Park, conveyed to the City of Round Rock, Texas, by deed recorded in Volume 778, Page 330 of the Deed Records of said County, for the most Westerly Southwest comer and POINT OF BEGINNING of the hereinafter described 2.00 acre tract; THENCE along an East line of said 14.064 acre tract, for a West line hereof, N33 52'W, 110.00 feet to a point for the Northwest corner hereof; THENCE along the North line hereof, the following two (2) courses: 1) N72 10'E, 229.93 feet to an angle point hereof; 2) N65 00'E, 163.40 feet to a point for the Northeast corner hereof; THENCE along the East line hereof, S25 00'E, 461.64 feet to a point under a fence in the South line of said 38.58 acre tract, for the Southeast comer hereof; THENCE along the South line of said 38.58 acre tract, as fenced, for the South line hereof, S70 26'W, 143.22 feet to an iron pin found at the Southeast comer of said 14.064 acre tract, for the most Southerly Southwest corner hereof; THENCE along an East line of said 14.064 acre tract, for a West line hereof, N25 00'W, 368.08 feet to an iron pin found at an ell comer of said 14.064 acre tract, for an ell corner hereof; THENCE along a North line of said 14.064 acre tract, for a South line hereof, S65 00'W, 232.00 feet to the POINT OF BEGINNING of the herein described tract, containing 2.00 acres of land more or less. EXHIBIT C Tract 3 7 EXHIBIT C Tract 3 FIELD NOTES describing a 2.35 acre tract or parcel of land out of the Ephriam Evans Survey, Abstract No. 212,situated in Williamson County, Texas, being a portion of the remainder of that certain 38.58 acre tract conveyed to McNEILAB, INC., formerly McNeil Laboratories, Incorporated, by deed recorded in Volume 657, Page 655 of the Deed Records of Williamson County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING FOR REFERENCE at an iron pin found under a fence at the Southeast corner of that certain 14.064 acre tract known as the Henry S. McNeil Community Park, conveyed to the City of Round Rock, Texas, by deed recorded in Volume 778, Page 330 of said Deed Records; thence along said fence line, being the South line of said 38.58 acre tract, N70 26'E, 143.22 feet to a point under said fence for the Southwest corner and POINT OF BEGINNING of the hereinafter described 2.35 acre tract; THENCE departing said fence along the West line hereof, N25 00'W, 461.64 feet to a point for the Northwest corner hereof; THENCE along the North line hereof, N65 00'E, 238.36 feet to a point for the Northeast corner hereof; THENCE, along the East line hereof, the following three (3) courses: 1) S25 00'E, 349.17 feet to a point in the center -line of a creek, for an angle point hereof; 2) along said creek centerline, S47 43"w, 60.60 feet to an angle point hereof; 3) along said creek centerline, S03 40'W, 121.14 feet to a point under a fence in the South line of said 38.58 acre tract, for the Southeast comer hereof; THENCE along the South line of said 38.58 acre tract, as fenced, for a South line hereof, the following two (2) courses: 1) S70 42'W, 40.00 feet to a fence corner post, for an angle point hereof; 2) S70 26'W, 82.96 feet to the POINT OF BEGINNING of the herein described tract, containing 2.35 acre of land more or less.