Loading...
R-04-03-11-11A2 - 3/11/2004RESOLUTION NO. R -04-03-11-11A2 WHEREAS, the City desires to purchase a 0.057 acre tract of land from Jimmy Wallin and Katherine Wallin in fee simple for additional right-of-way for the Kiphen Road improvement project, and WHEREAS, the City desires to purchase a 0.104 acre tract and a 0.202 acre tract of land in fee simple, and a drainage easement interest in a 0.080 acre tract of land from Wallin Family Investments, L.P. for additional right-of-way and drainage for the Kiphen Road improvement project, and WHEREAS, Jimmy Wallin, Katherine Wallin, and Wallin Family Investments, L.P., the owners of the property, have agreed to sell said property to the City, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Real Estate Contract with Jimmy Wallin and Katherine Wallin, for the purchase of the above described property, a copy of said Real Estate Contract being attached hereto as Exhibit "A" and incorporated herein for all purposes. The Mayor is hereby further authorized and directed to execute on behalf of the City a Real Estate Contract with Wallin Family Investments, L.P., for the purchase of the above described property, a copy of said Real Estate Contract being attached hereto as Exhibit "B" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and 4PFDesktop\::ODMA/WORLDOX/O:/WDOX!RESOLUTI/R40311A2.WPD/dc the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this llth day of March, 2004. ATTEST: CHRISTINE R. MARTINEZ, City Secr WELL, Mayor City of Round Rock, Texas ary 2 REAL ESTATE CONTRACT State of Texas County of Williamson EXHIBIT THIS REAL ESTATE CONTRACT ("Contract") is made by and between JIMMY R. WALLIN, AND WIFE, KATHERINE R. WALLIN, (referred to in this Contract as "Seller", whether one or more) and the CITY OF ROUND ROCK, TEXAS (referred to in this Contract as "Purchaser"), upon the terms and conditions set forth in this Contract. ARTICLE I PURCHASE AND SALE By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, the tract(s) of land described as follows: Fee simple interest in 0.057 acres of land situated in the Willis Donaho Survey, Abstract No. 173, Williamson County, Texas, being a portion of a called 2.0 acre tract of land as described in that deed to Jimmy and Katherine R. Wallin and recorded in Volume 688, Page 322 of the Official Records of said County, more fully described by metes and bounds in Exhibit "A", attached hereto and incorporated herein; together with all and singular the rights and appurtenances pertaining to the property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such real property, rights, and appurtenances being referred to in this Contract as the "Property"). This purchase also includes any improvements and fixtures situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price for the Property shall be the sum of TWO THOUSAND FIVE HUNDRED and no/100 Dollars ($2,500.00). Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash at the closing. @PFDesktop\::ODMA/WORLDOX/O:/WDOX/CORR/TRANSPRT/KIPHENRD/WALL INJMfREALEST/00064490.WPD/sls ARTICLE III PURCHASER'S OBLIGATIONS Conditions to Purchaser's Obligations 3.01. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the closing.) Preliminary Title Commitment 3.02. Within twenty (20) days after the date hereof, Seller, at Purchaser's sole cost and expense, shall have caused the Austin Title Company, Round Rock office ("Title Company") to issue a preliminary title report (the "Title Commitment") accompanied by copies of all recorded documents relating to easements, rights-of-way, etc., affecting the Property. In the event that title to the property is not satisfactory to Purchaser, after notice of such unsatisfactory condition Seller shall promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser, or shall provide Purchaser with any assistance reasonably requested as necessary to eliminate or modify such matters. In the event Seller is unable to do so prior to the closing date or by other date as agreed to between the parties, Purchaser may terminate this Contract and it shall thereupon be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser, as provided in Article VII. Survey 3.03. Within ten (10) days from the date hereof, Purchaser, at Purchaser's sole cost and expense, shall cause to be delivered a current plat of survey of the Property, prepared by a duly licensed Texas land surveyor. The survey shall be staked on the ground, and the plat shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights-of-way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together with a metes and bounds description thereof. If any portion of the survey is unacceptable to Purchaser, then Purchaser shall give Seller notice of this fact. Seller shall promptly undertake to eliminate or modify all the unacceptable portions to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so prior to the closing date or by other date as agreed to between the parties, Purchaser may terminate this Contract and the Contract shall thereupon be null and void for all purposes and the Escrow Deposit shall be returned by the title company to Purchaser, as provided in Article VII. 2 Miscellaneous Conditions 3.04. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the closing. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the closing date, to the best of Seller's knowledge: (1) There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers; (2) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property, or any part thereof; (3) The Property herein is being conveyed to Purchaser under threat of condemnation. ARTICLE V CLOSING Closing Date 5.01. The closing shall be held at the office of Austin Title, Round Rock office, on or before March 31, 2004, or at such time, date, and place as Seller and Purchaser may agree upon, or within 10 days after the completion of any title curative matters if necessary for items as shown on the Title Commitment (which date is herein referred to as the "closing date"). Seller's Obligations at Closing 5.02. At the closing Seller shall: (1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (a) General real estate taxes for the year of closing and subsequent years not yet due and payable; 3 (b) Any exceptions approved by Purchaser pursuant to Article III hereof; and (c) Any exceptions approved by Purchaser in writing. (2) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued by Austin Title, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title to the Property subject only to those title exceptions listed herein, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy, provided, however: (a) The boundary and survey exceptions shall be deleted; (b) The exception as to restrictive covenants shall be endorsed "None of Record;" and (c) The exception as to the lien for taxes shall be limited to the year of closing and shall be endorsed "Not Yet Due and Payable." (3) Deliver to Purchaser possession of the Property. Purchaser's Obligations at Closing 5.03. At the Closing, Purchaser shall pay the cash portion of the purchase price. Prorations 5.04. General real estate taxes for the then current year relating to the Property shall be prorated as of the closing date and shall be adjusted in cash at the closing. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation. All special taxes or assessments to the closing date shall be paid by Seller. Agricultural roll -back taxes, if any, shall be paid by Purchaser. Closing Costs 5.05. All costs and expenses of closing in consummating the sale and purchase of the Property shall be borne and paid as follows: (1) Owner's Title Policy and survey to be paid by Purchaser. (2) Deed, tax certificates, and title curative matters, if any, paid by Purchaser. 4 (3) All other closing costs shall be paid by Purchaser. (4) Attorney's fees paid by each respectively. ARTICLE VI ESCROW DEPOSIT For the purpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser has delivered to Title Company the sum of Five Hundred Dollars ($500.00), the Escrow Deposit, which shall be paid by the title company to Seller in the event Purchaser breaches this Contract as provided in Article IX hereof. At the closing, the Escrow Deposit shall be paid over to Seller and applied to the cash portion of the purchase price, provided, however, that in the event the Purchaser shall have given written notice to the title company that one or more of the conditions to its obligations set forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, in the manner and as provided for in Article III, then the Escrow Deposit shall be forthwith returned by the title company to Purchaser. ARTICLE VII BREACH BY SELLER In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser's default, Purchaser may: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit shall be forthwith returned by the title company to Purchaser. ARTICLE VIII BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to receive the Escrow Deposit from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller's sole remedy hereunder in such event. ARTICLE IX MISCELLANEOUS Notice 9.01. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth opposite the signature of the party. 5 Texas Law to Apply 9.02. This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Parties Bound 9.03. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. Legal Construction 9.04. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded 9.05. This Contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. Time of Essence 9.06. Time is of the essence in this Contract. Gender 9.07. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Memorandum of Contract 9.08. Upon request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. 6 Compliance 9.09 In accordance with the requirements of Section 20 of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title insurance or Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection. Effective Date 9.10 This Contract shall be effective as of the date it is approved by the Round Rock City Council, which date is indicated beneath the Mayor's signature below. Possession and Use Agreement 9.11 By signing this Contract, Seller agrees to allow Purchaser to use and possess the Property for the purpose of constructing and/or improving a public road and related facilities, upon full execution of this contract. SELLER: it 7 7 fA mmallin Date Katherine R. Wallin Date PURCHASER: CITY OF ROUND ROCK By: Nyle Maxwell, Mayor 221 E. MAIN STREET ROUND ROCK, TEXAS 78664 Date: 7 0.057 Acre Tract Wallin Parcel 6 Page 1 of 3 DESCRIPTION FOR A 0.057 ACRE (2,480 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 2.0 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO JIMMY R. AND KATHERINE R. WALLIN AND RECORDED IN VOLUME 688, PAGE 322 OF THE OFFICIAL RECORDS OF SAID COUNTY, SAID 0.057 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING on a %2" iron rod found on the north right-of-way line of County Road 113 (Kiphen Road - prescriptive ROW varies) for the southwest corner of said 2.0 -acre tract and the southwest corner hereof; THENCE with the west line of said 2.0 -acre tract, N 09° 04' 58" W a distance of 10.91 feet to a Baker-Aicklen capped Y2" iron rod set for the northwest corner hereof; THENCE crossing said 2.0 -acre tract, the following two (2) courses and distances: 1. N 69° 16' 04" E a distance of 116.14 feet to a Baker-Aicklen capped %2" iron rod set for a point of curvature hereof, and 2. with the arc of a curve to the right, having a radius of 3844.72 feet, an arc length of 57.81 feet, a central angle of 00° 51' 41", and a chord which bears, N 69° 41' 55" E a distance of 57.81 feet to a Baker-Aicklen capped %2" iron rod set on the east line of said 2.0 -acre tract for the northeast corner hereof; THENCE with the east line of said 2.0 -acre tract, S 09° 04' 58" E a distance of 17.85 feet to a Y2" iron rod found on the north right-of-way line of said County Road 113 for the southeast corner hereof; 0.057 Acre Tract Wallin Parcel 6 Page 2 of 3 THENCE with the north right-of-way line of said County Road 113 and the south line of said 2.0 -acre tract, S 71° 40' 02" W a distance of 172.70 feet to the POINT OF BEGINNING and containing 0.057 acre (2,480 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. I, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 wrence A. Hunt / Registered Professional No. 4328 — State of Texas /a an Surveyor Job No.: 1171-2-001-21 Filename: W:\PROJECTS\CR-113\ROW\METES AND BOUNDS\PARCEL 6.DOC • 0 SKETCH TO ACCOMPANY DESCRIPTION LEGEND 1/2" IRON ROD FOUND (EXCEPT AS NOTED) CAPPED 1/2" BAKER-A!CKLEN IRON ROD SET A COTTON GIN SPINDLE FOUND ( ) RECORD INFORMATION PER VOLUME 688, PAGE 322 RUDOLPH WALLIN REMAINDER OF A CALLED 152.38 AC VOL. 450, PG. 114 N 09°04'58" W 10.91' (N 09°04'58" W) POINT OF BEGINNING WILLIS DONAJ10 SURVEY, ABSTRACT NO. 173 JIMMY R. AND KATHERINE R. WALLIN CALLED 2.0 AC VOL. 688, PG. 322 PARCEL 6 0.057 ACRE (2,480 SQ. FT.) M G) SCALE: I" = 50' WILLIAMSON COUNTY, TEXAS RUDOLPH WALLIN REMAINDER OF A CALLED 152.38 AC VOL. 450, PG. 114 S 09°04158" E 17.85' (S 06°40' E) ° 1/ 0/ SWI'` ) / 11 S 11° / EXISTING PRESCRIPTIVE RIGHT-OF-WAY OF COUNTY ROAD 113 - 3/8" EXISTING EDGE OF PAVEMENT J.E. THOMISON CALLED 1.628 AC VOL. 1238, PG. 486 NUMBER RADIUS ARC DELTA CH. BRG. CHORD C1 3844.72' _57.81' 00°51'41" N 69°41'55" E 57.81' C.R. 113 "KIPHEN ROAD" (PRESCRIPTIVE R.O.W. VARIES) PRESCRIPTIVE R.O.W. 0.121 ACRE (5,272 SQ. FT.) BEARING BASIS IS GRID NORTH FOR THE TEXAS CENTRAL ZONE NAD 83/93 HARN, PER GPS SURVEY PERFORMED DURING MAY, 1997. CHRISTIANSON-PARK CENTRAL JOINT VENTURE, A TEXAS JOINT VENTURE CALLED 46.526 AC DOC. NO. 2001025911 EXHIBIT "A" DATE: NOVEMBER 15, 2002 JOB NO.: 1171-2-001-21 BY: TJR PAGE 3 OF 3 BAKER-AICKLEN & ASSOCIATES, INC. ENGINEERS/SURVEYORS REAL ESTATE CONTRACT State of Texas County of Williamson EXHIBIT THIS REAL ESTATE CONTRACT ("Contract") is made by and between WALLIN FAMILY INVESTMENTS, L.P., (referred to in this Contract as "Seller", whether one or more) and the CITY OF ROUND ROCK, TEXAS (referred to in this Contract as "Purchaser"), upon the terms and conditions set forth in this Contract. ARTICLE I PURCHASE AND SALE By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, the tract(s) of land described as follows: Fee simple interest in 0.104 and 0.202 acres of land located in the Willis Donaho Survey, Abstract No. 173, Williamson County, Texas, being a portion of a called 152.38 acre tract of land as described in that deed to Rudolph Wallin and recorded in Volume 450, Page 114 ofthe Deed Records of said county, more fully described by metes and bounds in Exhibits "A" and "B", attached hereto and incorporated herein; and Drainage easement interest in 0.080 acres of land located in the Willis Donaho Survey, Abstract No. 173, Williamson County, Texas, being a portion of a called 152.38 acre tract of land as described in that deed to Rudolph Wallin and recorded in Volume 450, Page 114 of the Deed Records of said county, more fully described by metes and bounds in Exhibit "C", attached hereto and incorporated herein; together with all and singular the rights and appurtenances pertaining to the property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such real property, rights, and appurtenances being referred to in this Contract as the "Property"). This purchase also includes any improvements and fixtures situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price for the Property shall be the sum of TWENTY SIX THOUSAND THREE HUNDRED NINETY TWO and no/100 Dollars ($26,392.00). @PFDesktop\::ODMA/WORLDOX/O:/WDOX/CORA/TRANSPRT/KIPHENRD/WALLINRU,'REALEST/00064488.WPD/sls Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash at the closing. ARTICLE III PURCHASER'S OBLIGATIONS Conditions to Purchaser's Obligations 3.01. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions (any of which maybe waived in whole or in part by Purchaser at or prior to the closing.) Preliminary Title Commitment 3.02. Within twenty (20) days after the date hereof, Seller, at Purchaser's sole cost and expense, shall have caused the Austin Title Company, Round Rock office ("Title Company") to issue a preliminary title report (the "Title Commitment") accompanied by copies of all recorded documents relating to easements, rights-of-way, etc., affecting the Property. In the event that title to the property is not satisfactory to Purchaser, after notice of such unsatisfactory condition Seller shall promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser, or shall provide Purchaser with any assistance reasonably requested as necessary to eliminate or modify such matters. In the event Seller is unable to do so prior to the closing date or by other date as agreed to between the parties, Purchaser may terminate this Contract and it shall thereupon be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser, as provided in Article VII. Survey 3.03. Within ten (10) days from the date hereof, Purchaser, at Purchaser's sole cost and expense, shall cause to be delivered a current plat of survey of the Property, prepared by a duly licensed Texas land surveyor. The survey shall be staked on the ground, and the plat shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights-of-way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together with a metes and bounds description thereof. If any portion of the survey is unacceptable to Purchaser, then Purchaser shall give Seller notice of this fact. Seller shall promptly undertake to eliminate or modify all the unacceptable portions to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so prior to the closing date or by other date as agreed to between the parties, Purchaser may terminate this Contract and the Contract shall thereupon be null and void for all purposes and the Escrow Deposit shall be returned by the title company to Purchaser, as provided in Article VII. 2 Miscellaneous Conditions 3.04. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the closing. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the closing date, to the best of Seller's knowledge: (1) There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers; (2) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property, or any part thereof; (3) The Property herein is being conveyed to Purchaser under threat of condemnation. ARTICLE V CLOSING Closing Date 5.01. The closing shall be held at the office of Austin Title, Round Rock office, on or before March 31, 2004, or at such time, date, and place as Seller and Purchaser may agree upon, or within 10 days after the completion of any title curative matters if necessary for items as shown on the Title Commitment (which date is herein referred to as the "closing date"). Seller's Obligations at Closing 5.02. At the closing Seller shall: (1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (a) General real estate taxes for the year of closing and subsequent years not yet due and payable; 3 (b) Any exceptions approved by Purchaser pursuant to Article III hereof; and (c) Any exceptions approved by Purchaser in writing. (2) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued by Austin Title, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title to the Property subject only to those title exceptions listed herein, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy, provided, however: (a) The boundary and survey exceptions shall be deleted; (b) The exception as to restrictive covenants shall be endorsed "None of Record;" and (c) The exception as to the lien for taxes shall be limited to the year of closing and shall be endorsed "Not Yet Due and Payable." (3) Deliver to Purchaser possession of the Property. Purchaser's Obligations at Closing 5.03. At the Closing, Purchaser shall pay the cash portion of the purchase price. Prorations 5.04. General real estate taxes for the then current year relating to the Property shall be prorated as of the closing date and shall be adjusted in cash at the closing. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation. All special taxes or assessments to the closing date shall be paid by Seller. Agricultural roll -back taxes, if any, shall be paid by Purchaser. Closing Costs 5.05. All costs and expenses of closing in consummating the sale and purchase of the Property shall be borne and paid as follows: (1) Owner's Title Policy and survey to be paid by Purchaser. (2) Deed, tax certificates, and title curative matters, if any, paid by Purchaser. 4 (3) All other closing costs shall be paid by Purchaser. (4) Attorney's fees paid by each respectively. ARTICLE VI ESCROW DEPOSIT For the purpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser has delivered to Title Company the sum of Five Hundred Dollars ($500.00), the Escrow Deposit, which shall be paid by the title company to Seller in the event Purchaser breaches this Contract as provided in Article IX hereof. At the closing, the Escrow Deposit shall be paid over to Seller and applied to the cash portion of the purchase price, provided, however, that in the event the Purchaser shall have given written notice to the title company that one or more of the conditions to its obligations set forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, in the manner and as provided for in Article III, then the Escrow Deposit shall be forthwith returned by the title company to Purchaser. ARTICLE VII BREACH BY SELLER In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser's default, Purchaser may: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit shall be forthwith returned by the title company to Purchaser. ARTICLE VIII BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to receive the Escrow Deposit from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller's sole remedy hereunder in such event. ARTICLE IX MISCELLANEOUS Notice 9.01. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth opposite the signature of the party. 5 Texas Law to Apply 9.02. This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Parties Bound 9.03. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. Legal Construction 9.04. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded 9.05. This Contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. Time of Essence 9.06. Time is of the essence in this Contract. Gender 9.07. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Memorandum of Contract 9.08. Upon request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. Compliance 9.09 In accordance with the requirements of Section 20 of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title insurance or 6 Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection. Effective Date 9.10 This Contract shall be effective as of the date it is approved by the Round Rock City Council, which date is indicated beneath the Mayor's signature below. Possession and Use Agreement 9.11 By signing this Contract, Seller agrees to allow Purchaser to use and possess the Property for the purpose of constructing and/or improving a public road and related facilities, upon full execution of this contract. SELLER: WALLIN FAMILY INVESTMENTS, L.P. By: WALLIN MANAGEMENT COMPANY, L.L.C. By: �Jm 2/11 my��Rallin, Manager Date By: "0�2% -C.C, ;1)-7/t V Vernell Bradley, Manager Date #4 Longhorn Drive Round Rock, Texas 78681 PURCHASER: CITY OF ROUND ROCK By: Nyle Maxwell, Mayor 221 E. MAIN STREET ROUND ROCK, TEXAS 78664 Date: 7 0.104 Acre Tract Rudolph Wallin Parcel 5-A Page 1 of 3 b s a 9 EXHIBIT DESCRIPTION FOR A 0.104 ACRE (4,548 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.104 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a calculated point on the north right-of-way line of County Road 113 (Kiphen Road - prescriptive ROW varies) for the southeast corner and POINT OF BEGINNING hereof, said point being located N 09° 04' 58" W a distance of 1.46 feet from a '/2" iron rod found for the southwest corner of a called 2.0 acre tract of land as described in that deed to Jimmy R. and Katherine R. Wallin and recorded in Volume 688, Page 322 of the Official Records of said county; THENCE crossing said 152.38 -acre tract, the following four (4) courses: 1. with the north right-of-way line of said County Road 113, S 69° 22' 25" W a distance of 531.20 feet to a Baker-Aicklen capped %2" iron rod set for the southwest corner hereof, 2. with the arc of a curve to the right, having a radius of 115.00 feet, an arc length of 43.89 feet, a central angle of 21° 52' 03", and a chord which bears N 58° 20' 03" E a distance of 43.63 feet to a Baker-Aicklen capped %2" inch iron rod set for a point of tangency hereof, 3. N 69° 16' 04" E a distance of 490.28 feet to a Baker-Aicklen capped %2" inch iron rod set in the west line of said 2.0 -acre tract, for the northeast corner hereof, and 0.104 Acre Tract Rudolph Wallin Parcel 5-A Page 2 of 3 4. with the west line of said 2.0 -acre tract, S 09° 04' 58" E a distance of 9.45 feet to the POINT OF BEGINNING and containing 0.104 acre (4,548 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. I, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 ence A. Hunt / egistered Professional No. 4328 — State of Texas C� G; and Job No.: 1171-2-001-21 Filename: W:\PROJECTS\CR-113\ROW\METES AND BOUNDS\PARCEL 5-A.DOC 2_.Gt1Z urveyor I-- 2 O 0 0 u) _ 0Q II W Q -J -J 3 ?QQ`r W i Q 0"10 W W \ Tp�O 2> Z>Om !� J?uj O't ul I -a tn~�Q ,,' OQJ O �QO �� ��Q0 WO IL�IL� 1\ U WO F-, j� aT0 UO In • EC - 0 0 moo 0 2 `� -17-. o Cr. (.3 N E. Z ti � .., ti cEet- N.gwzo Z�� ta OW (14 PI NoO T�J ns I) it, ZF3Jfpi u NtiZY q.....1 Z. 00 —moi 1_ r-� ' •���\ Zo N 0 a 0 W Q 6. N Q - WO QO co Y1 > - M Li LI Z O ga ixF.ZQ� Z~W 0-WWt3N- QO>-Q z>>NOQ 0-3CO a. OF-f'MOa 2'0 tn20N2coo t - CI] ...1z( ��O T coJQJZ W tr ca VW�UO �O>- ct ccWO;g2 ZN�Q O co �WaO �w O Q0 03 Q CO z 03 W �yW 03 0 �cNoa ZWMO 0 -=cc CIS 4_ W•zt LY �' 1 -WN W 2MW E - o -5Q� (11,--1,44 0 (24.4' O 110 0) t- W a `. w :b! LiJW O J z Q p2 mf- 0a C� Ch Ocn NW Zcn 043 oa oo Z— QL, CC W WIZ 00 CrZ U at, 2 i j O O 0 OU � Cc > 0.202 Acre Tract Rudolph Wallin Parcel 5-B Page 1 of 3 a a $ EXHIBIT DESCRIPTION FOR A 0.202 ACRE (8,812 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.202 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a %2" iron rod found on the north right-of-way line of County Road 113 (Kiphen Road - prescriptive ROW varies) for the southwest corner of a called 2.0 acre tract of land as described in that deed to Jimmy R. and Katherine R. Wallin and recorded in Volume 688, Page 322 of the Official Records of said county, for the southwest comer and POINT OF BEGINNING hereof; THENCE crossing said 152.38 -acre tract, the following five (5) courses: 1. with the east line of said 2.0 -acre tract, N 09° 04' 58" W a distance of 17.85 feet to a Baker-Aicklen capped %2" iron rod set for the northwest corner hereof, 2. with the arc of a curve to the right, having a radius of 3844.72 feet, an arc length of 61.74 feet, a central angle of 00° 55' 12", and a chord which bears N 70° 35' 22" E a distance of 61.74 feet to a Baker-Aicklen capped %2" inch iron rod set for a point of tangency hereof, 3. N 71° 02' 58" E a distance of 376.00 feet to a Baker-Aicklen capped %2" iron rod set for the northeast corner hereof, 4. S 18° 57' 02" E a distance of 15.15 feet to a Baker-Aicklen capped %2" inch iron rod set the north right-of-way line of said County Road 113, for the southeast corner hereof, and 0.202 Acre Tract Rudolph Wallin Parcel 5-B Page 2 of 3 5. with the arc of a curve to the right, having a radius of 4679.53 feet, an arc length of 440.97 feet, a central angle of 05° 23' 57", and a chord which bears S 70° 40' 07" W a distance of 440.80 feet to the POINT OF BEGINNING and containing 0.202 acre (8,812 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. I, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 rence A. Hunt ,1 egistered Professiona No. 4328 — State o Job No.: 1171-2-001-21 Filename: W:\PROJECTS\CR-113\ROW\METES AND BOUNDS\PARCEL 5-B.DOC urveyor 0 3 w 0 z 0 Ca C.) § 0 % 2 § m $ 00 0 ? 0 CC CO Q -J 2 \ \ c.) § m Li k 0 / Cj R £ 0 2 } at 0 0 £ N.0 % 0 0 cc 1. & 0) CS § 0 cm CO n 2 (0 k G q e 0 j- 2c°a 7ITcv 2a 0 t- oco $zo ? 0`X f 3�d «CtJ� \ 04 } } 7 Oi -J tal § \ j \ 0 f 0.080 Acre Tract Rudolph Wallin Drainage Easement "C" Page 1 of 3 .0 3 EXHIBIT C DESCRIPTION FOR A 0.080 ACRE (3,500 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.080 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR REFERENCE on a broken TxDOT Type I concrete marker found for the southeast corner of a called 0.983 acre tract of land as described in that deed to the City of Round Rock and recorded in Document No. 2001044952 of the Official Records of said county; THENCE crossing said 152.38 -acre tract, the following three (3) courses: 1. in part across a called 33.302 acre tract of land as described in that deed to the State of Texas and recorded in Volume 1970, page 515 of the Official Records of said county, in part with the south line of said 0.983 -acre, S 68° 02' 26" W, pass a %2" iron rod found for the southwest comer of said 0.983 -acre tract at a distance of 975.45 feet and continuing for a total distance of 1088.63 feet to the southeast comer of a called 1.018 acre tract of land as described in said deed to the City of Round Rock and recorded in Document No. 2001044952 of the Official Records of said county, 2. with the east line of said 1.018 -acre tract, N 05° 57' 56" E a distance of 60.86 feet to the northeast corner of said 1.018 -acre, and 3. with the north line of said 1.018 -acre tract, S 68° 48' 20" W a distance of 251.15 feet to the southeast corner and POINT OF BEGINNING hereof; THENCE continuing across said 152.38 -acre tract the following four (4) courses: 1. S 68° 48' 20" W a distance of 70.00 feet to a point for the southwest comer hereof, 2. N 21° 11' 09" W a distance of 50.00 feet to a point for the northwest corner hereof, 0.080 Acre Tract Rudolph Wallin Drainage Easement "C" Page 2 of 3 3. N 68° 48' 20" E a distance of 70.00 feet to a point for the northeast comer hereof, and 4. S 21° 11' 09" E a distance of 50.00 feet to the POINT OF BEGINNING and containing 0.080 acre (3,500 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. I, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 ence A. Hunt / egistered Professional No. 4328 — State of Te Job No.: 1171-2-001-21 Filename: W:\PROJECTS\CR-113\ROW\METES AND BOUNDS\EASEMENT C.DOC Surveyor ltle!!!! ' d /eGtST��l,�l- Q- 'in O? n LAWRENCE A. HUNT 9 4328...o- .4;. 11'oFEss • d° F.. 1- z O O U u� _ c - O z Q W E 44 T� z J J 0 CJ W W W W • •ci CO 01 33 NU1 „V„ 1 /8111X3 919 '9d '0161 '70^ 3V 00£'££ - 1 1 `Jbd 0377V.9 S VX31 3O 31 b'1 S ?- 2QQd. OO N 3o`N QMa aZMO h CO 0QW_t Q ct 0 74 U L0 s 3 • O , ■ I -I/2" IRON PIPE FOUND 0 N tt W O) a O ~ O N O 0 z Z• F a LI O o11.1 0 cc 0 N N.n O o o O DISTANCE O 0 000_ 0 0 0 <p 1) W CO O cs BEARING S 68°48'20" W (S 71°41'38" W) W S 68°02'26" W N 05°57'56" E (N 08°51'14" E) 3 0 W : N e O ,0y• O oy •pp o N tow z z 0 NUMBER J J J J L5 J „V„ 11811-1X3 OV ZO£ ££ d '016/ '704 S VX31 dd d dc1 0377110 314'1S 97 Zo UW H Q 0 WW c to ir cl3 10 10 W W 2 O 2 W rOt. Cr 0 W O cT Zj0 00 O Z j 200> • N y Q Oc -ZW� Orap 171 LI XCt MCh Q W N c WTMW E M CI - DATE: March 5, 2004 SUBJECT: City Council Meeting - March 11, 2004 ITEM: *11.A.2. Consider a resolution authorizing the Mayor to execute Real Estate Contracts with Jimmy R. Wallin, and wife, Katherine R. Wallin, and with Wallin Family Investments, L.P. for the purchase of right-of-way for the Kiphen Road Improvement Project. Department: Legal Staff Person: Steve Sheets, City Attorney Laura Levinson Justification: Improvement to mobility in Northeast Round Rock. Funding: Cost: $28,892.00 (appraised value $27,392.00) Source of funds: Round Rock Transportation System Development Corp. Outside Resources: Paul Hornsby & Company, Inc. Background Information: Increased mobility to the Northeast quadrant of the City. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS REAL ESTATE CONTRACT State of Texas County of Williamson THIS REAL ESTATE CONTRACT ("Contract") is made by and between WALLIN FAMILY INVESTMENTS, L.P., (referred to in this Contract as "Seller", whether one or more) and the CITY OF ROUND ROCK, TEXAS (referred to in this Contract as "Purchaser"), upon the terms and conditions set forth in this Contract. ARTICLE I PURCHASE AND SALE By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, the tract(s) of land described as follows: Fee simple interest in 0.104 and 0.202 acres of land located in the Willis Donaho Survey, Abstract No. 173, Williamson County, Texas, being a portion of a called 152.38 acre tract of land as described in that deed to Rudolph Wallin and recorded in Volume 450, Page 114 of the Deed Records of said county, more fully described by metes and bounds in Exhibits "A" and "B", attached hereto and incorporated herein; and Drainage easement interest in 0.080 acres of land located in the Willis Donaho Survey, Abstract No. 173, Williamson County, Texas, being a portion of a called 152.38 acre tract of land as described in that deed to Rudolph Wallin and recorded in Volume 450, Page 114 of the Deed Records of said county, more fully described by metes and bounds in Exhibit "C", attached hereto and incorporated herein; together with all and singular the rights and appurtenances pertaining to the property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such real property, rights, and appurtenances being referred to in this Contract as the "Property"). This purchase also includes any improvements and fixtures situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price for the Property shall be the sum of TWENTY SIX THOUSAND THREE HUNDRED NINETY TWO and no/100 Dollars ($26,392.00). @PFDesktop\::ODMA/WORLDOX/O:/WDOX/CORR/TRANSPRT/KIPHENRD/WALLINRUREALEST/00064488. WPD/s1s R -011 -03 -n -/Mad Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash at the closing. ARTICLE III PURCHASER'S OBLIGATIONS Conditions to Purchaser's Obligations 3.01. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the closing.) Preliminary Title Commitment 3.02. Within twenty (20) days after the date hereof, Seller, at Purchaser's sole cost and expense, shall have caused the Austin Title Company, Round Rock office ("Title Company") to issue a preliminary title report (the "Title Commitment") accompanied by copies of all recorded documents relating to easements, rights-of-way, etc., affecting the Property. In the event that title to the property is not satisfactory to Purchaser, after notice of such unsatisfactory condition Seller shall promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser, or shall provide Purchaser with any assistance reasonably requested as necessary to eliminate or modify such matters. In the event Seller is unable to do so prior to the closing date or by other date as agreed to between the parties, Purchaser may terminate this Contract and it shall thereupon be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser, as provided in Article VII. Survey 3.03. Within ten (10) days from the date hereof, Purchaser, at Purchaser's sole cost and expense, shall cause to be delivered a current plat of survey of the Property, prepared by a duly licensed Texas land surveyor. The survey shall be staked on the ground, and the plat shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights-of-way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together with a metes and bounds description thereof. If any portion of the survey is unacceptable to Purchaser, then Purchaser shall give Seller notice of this fact. Seller shall promptly undertake to eliminate or modify all the unacceptable portions to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so prior to the closing date or by other date as agreed to between the parties, Purchaser may terminate this Contract and the Contract shall thereupon be null and void for all purposes and the Escrow Deposit shall be returned by the title company to Purchaser, as provided in Article VII. 2 Miscellaneous Conditions 3.04. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the closing. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the closing date, to the best of Seller's knowledge: (1) There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers; (2) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property, or any part thereof; (3) The Property herein is being conveyed to Purchaser under threat of condemnation. ARTICLE V CLOSING Closing Date 5.01. The closing shall be held at the office of Austin Title, Round Rock office, on or before March 31, 2004, or at such time, date, and place as Seller and Purchaser may agree upon, or within 10 days after the completion of any title curative matters if necessary for items as shown on the Title Commitment (which date is herein referred to as the "closing date"). Seller's Obligations at Closing 5.02. At the closing Seller shall: (1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (a) General real estate taxes for the year of closing and subsequent years not yet due and payable; 3 (b) Any exceptions approved by Purchaser pursuant to Article III hereof; and (c) Any exceptions approved by Purchaser in writing. (2) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued by Austin Title, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title to the Property subject only to those title exceptions listed herein, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy, provided, however: (a) The boundary and survey exceptions shall be deleted; (b) The exception as to restrictive covenants shall be endorsed "None of Record;" and (c) The exception as to the lien for taxes shall be limited to the year of closing and shall be endorsed "Not Yet Due and Payable." (3) Deliver to Purchaser possession of the Property. Purchaser's Obligations at Closing 5.03. At the Closing, Purchaser shall pay the cash portion of the purchase price. Prorations 5.04. General real estate taxes for the then current year relating to the Property shall be prorated as of the closing date and shall be adjusted in cash at the closing. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation. All special taxes or assessments to the closing date shall be paid by Seller. Agricultural roll -back taxes, if any, shall be paid by Purchaser. Closing Costs 5.05. All costs and expenses of closing in consummating the sale and purchase of the Property shall be borne and paid as follows: (1) Owner's Title Policy and survey to be paid by Purchaser. (2) Deed, tax certificates, and title curative matters, if any, paid by Purchaser. 4 (3) All other closing costs shall be paid by Purchaser. (4) Attorney's fees paid by each respectively. ARTICLE VI ESCROW DEPOSIT For the purpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser has delivered to Title Company the sum of Five Hundred Dollars ($500.00), the Escrow Deposit, which shall be paid by the title company to Seller in the event Purchaser breaches this Contract as provided in Article IX hereof. At the closing, the Escrow Deposit shall be paid over to Seller and applied to the cash portion of the purchase price, provided, however, that in the event the Purchaser shall have given written notice to the title company that one or more of the conditions to its obligations set forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, in the manner and as provided for in Article III, then the Escrow Deposit shall be forthwith returned by the title company to Purchaser. ARTICLE VII BREACH BY SELLER In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser's default, Purchaser may: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit shall be forthwith returned by the title company to Purchaser. ARTICLE VIII BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to receive the Escrow Deposit from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller's sole remedy hereunder in such event. ARTICLE IX MISCELLANEOUS Notice 9.01. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth opposite the signature of the party. 5 Texas Law to Apply 9.02. This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Parties Bound 9.03. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. Legal Construction 9.04. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded 9.05. This Contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. Time of Essence 9.06. Time is of the essence in this Contract. Gender 9.07. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Memorandum of Contract 9.08. Upon request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. Compliance 9.09 In accordance with the requirements of Section 20 of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title insurance or 6 Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection. Effective Date 9.10 This Contract shall be effective as of the date it is approved by the Round Rock City Council, which date is indicated beneath the Mayor's signature below. Possession and Use Agreement 9.11 By signing this Contract, Seller agrees to allow Purchaser to use and possess the Property for the purpose of constructing and/or improving a public road and related facilities, upon full execution of this contract. SELLER: WALLIN FAMILY INVESTMENTS, L.P. By: WALLIN MANAGEMENT COMPANY, L.L.C. By: i R.. VGa11in, Manager By: �,2.wr,a-e.- Vernell Bradley, Manager #4 Longhorn Drive Round Rock, Texas 78681 //a 11 Date PURCHASER: CITY OF ROUND ROCK By: e Maxwell, Mayor 221 E. MAIN STREET ROUND ROCK, TEXAS 78664 Date: 3 -aa -O Li Date 7 0.104 Acre Tract Rudolph Wallin Parcel 5-A Page 1 of 3 EXHIBIT I'' it\ DESCRIPTION FOR A 0.104 ACRE (4,548 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.104 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a calculated point on the north right-of-way line of County Road 113 (Kiphen Road - prescriptive ROW varies) for the southeast corner and POINT OF BEGINNING hereof, said point being located N 09° 04' 58" W a distance of 1.46 feet from a '/2" iron rod found for the southwest corner of a called 2.0 acre tract of land as described in that deed to Jimmy R. and Katherine R. Wallin and recorded in Volume 688, Page 322 of the Official Records of said county; THENCE crossing said 152.38 -acre tract, the following four (4) courses: 1. with the north right-of-way line of said County Road 113, S 69° 22' 25" W a distance of 531.20 feet to a Baker-Aicklen capped '/2" iron rod set for the southwest corner hereof, 2. with the arc of a curve to the right, having a radius of 115.00 feet, an arc length of 43.89 feet, a central angle of 21° 52' 03", and a chord which bears N 58° 20' 03" E a distance of 43.63 feet to a Baker-Aicklen capped %2" inch iron rod set for a point of tangency hereof, 3. N 69° 16' 04" E a distance of 490.28 feet to a Baker-Aicklen capped '/2" inch iron rod set in the west line of said 2.0 -acre tract, for the northeast corner hereof, and 0.104 Acre Tract Rudolph Wallin Parcel 5-A Page 2 of 3 4. with the west line of said 2.0 -acre tract, S 09° 04' 58" E a distance of 9.45 feet to the POINT OF BEGINNING and containing 0.104 acre (4,548 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. I, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 ence A. Hunt / 06, 2.602-- egistered Professional and urveyor No. 4328 — State of Texas Job No.: 1171-2-001-21 Filename: W:\PROJECTS\CR-113\ROW\METES AND BOUNDS\PARCEL 5-A.DOC ZI 0 0 0 4i H 7?lVd\9M0\MOd\£ C) w 0 0 n v co w ib c) N 0 O 0 r C) N 0 0 w m W to W 0 0 0 �JJ m z z P1 e. 0, c 0 w • 0 tIi z <DrC Or- t2 n �4„0zv 0 oZ,mx N CD_ v i„ n • ! 44;1:.-- r - N tri O m A) O 0 m X O ti 0 m CD m NOLL dI21-Osaa JNVdPI03,E V 0.202 Acre Tract Rudolph Wallin Parcel 5-B Page 1 of 3 IEXHIBIT 1 -54 a DESCRIPTION FOR A 0.202 ACRE (8,812 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.202 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a %2" iron rod found on the north right-of-way line of County Road 113 (Kiphen Road - prescriptive ROW varies) for the southwest corner of a called 2.0 acre tract of land as described in that deed to Jimmy R. and Katherine R. Wallin and recorded in Volume 688, Page 322 of the Official Records of said county, for the southwest corner and POINT OF BEGINNING hereof; THENCE crossing said 152.38 -acre tract, the following five (5) courses: 1. with the east line of said 2.0 -acre tract, N 09° 04' 58" W a distance of 17.85 feet to a Baker-Aicklen capped Y2" iron rod set for the northwest corner hereof, 2. with the arc of a curve to the right, having a radius of 3844.72 feet, an arc length of 61.74 feet, a central angle of 00° 55' 12", and a chord which bears N 70° 35' 22" E a distance of 61.74 feet to a Baker-Aicklen capped '/2" inch iron rod set for a point of tangency hereof, 3. N 71° 02' 58" E a distance of 376.00 feet to a Baker-Aicklen capped '/2" iron rod set for the northeast corner hereof, 4. S 18° 57' 02" E a distance of 15.15 feet to a Baker-Aicklen capped '/2" inch iron rod set the north right-of-way line of said County Road 113, for the southeast corner hereof, and 0.202 Acre Tract Rudolph Wallin Parcel 5-B Page 2 of 3 5. with the arc of a curve to the right, having a radius of 4679.53 feet, an arc length of 440.97 feet, a central angle of 05° 23' 57", and a chord which bears S 70° 40' 07" W a distance of 440.80 feet to the POINT OF BEGINNING and containing 0.202 acre (8,812 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. I, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 rence A. Hunt egistered Professiona No. 4328 — State o Job No.: 1171-2-001-21 Filename: W:\PROJECTS\CR-113\ROW\METES AND BOUNDS\PARCEL 5-B.DOC urveyor 11 0 0 CI -4 y OaVd\9A a\Mod\sn th W m 0 0 0 0 0 3 0 ri y -i n Z <rri mo -Zim O • m� (0 C) O O O Z x N Q0 oo Om v55 m • O z Z Ov v ~ Z 07 Z N - Exj o � � z _� ~0J oo z nn l' --Z- ; yo t7 "o'0 y� z �z uz m n v NI z r m z 0 0 N 0) V c0 W O c0 V_ 0 a 0 N Oi V w V 0 0 O 0 V s O 0 0 Co N of A 0 0 0 a 0 (al W ni m m O cn n v r - co 0 x 0 0 r N r O 0 a V O N w n z G) 9' 3'N171SIa `f1 m z a z 1,1 m 03 c 0 10 0.080 Acre Tract Rudolph Wallin Drainage Easement "C" Page 1 of 3 Y D EXHIBIT 1 DESCRIPTION FOR A 0.080 ACRE (3,500 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.080 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR REFERENCE on a broken TxDOT Type I concrete marker found for the southeast corner of a called 0.983 acre tract of land as described in that deed to the City of Round Rock and recorded in Document No. 2001044952 of the Official Records of said county; THENCE crossing said 152.38 -acre tract, the following three (3) courses: 1. in part across a called 33.302 acre tract of land as described in that deed to the State of Texas and recorded in Volume 1970, page 515 of the Official Records of said county, in part with the south line of said 0.983 -acre, S 68° 02' 26" W, pass a %2" iron rod found for the southwest corner of said 0.983 -acre tract at a distance of 975.45 feet and continuing for a total distance of 1088.63 feet to the southeast corner of a called 1.018 acre tract of land as described in said deed to the City of Round Rock and recorded in Document No. 2001044952 of the Official Records of said county, 2. with the east line of said 1.018 -acre tract, N 05° 57' 56" E a distance of 60.86 feet to the northeast corner of said 1.018 -acre, and 3. with the north line of said 1.018 -acre tract, S 68° 48' 20" W a distance of 251.15 feet to the southeast corner and POINT OF BEGINNING hereof; THENCE continuing across said 152.38 -acre tract the following four (4) courses: 1. S 68° 48' 20" W a distance of 70.00 feet to a point for the southwest corner hereof, 2. N 21° 11' 09" W a distance of 50.00 feet to a point for the northwest corner hereof, 0.080 Acre Tract Rudolph Wallin Drainage Easement "C" Page 2 of 3 3. N 68° 48' 20" E a distance of 70.00 feet to a point for the northeast corner hereof, and 4. S 21° 11' 09" E a distance of 50.00 feet to the POINT OF BEGINNING and containing 0.080 acre (3,500 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. I, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 44 rence A. Hunt / egistered Professional No. 4328 — State of Tex Job No.: 1171-2-001-21 Filename: W:\PROJECTS\CR-113\ROW\METES AND BOUNDS\EASEMENT C.DOC Surveyor rl�Y6Ro6t Cyd yf 9'�9`'T*,fies t;t \s1O3road\ 3SV3\9Mo\MO 2 C) 3 C 3 Fl z 0 z m e. w C w 0 0 'A C� v c .t O n • _ 17 00 0 0� 0 N• yWC o 71Z 0 of z� o n� crw N 9 09 0 aNno3 3dld Nodl „Z/I-I ■ m 0 to v r -i STATE OF TEXAS CALLED PART 7 - 33.302 AC VOL. 1970 PG. 5/5 EXHIBIT "A" -0wcv -Op 7)•• m •wLo OA:. z _o w Vrri N to 01 II/ N_ (n N O 0 r O) r to r 4s r W L2 LI 1NUMBE� N 05°57'56" E (N 08°51'14" E) to CO 2 2 S 68°48120" W (S 71°41'38" W) BEARING Of N a1 N 0 N at "I N o m W. Oo co O 70.00' I O O DISTANCE C• D 01 01 0 0 L6 STATE CALLED PART 7 TEXAS VOL. 1970, 33.302 AC EXHIBIT l "A " 5/5 O • z O 0 L N N 3i. al EXECUTED DOCUMENT FOLLOWS A .94` `itle Company THE STATE OF TEXAS 1-� LT SPECIAL WARRANTY DEED Kiphen Road Project 1111111111111111111111111111111111111111111111111111 § COUNTY OF WILLIAMSON § After ecordi r ti rn To: p,t,ot in Title Co. 141 E�y,J Settlers L 41A - Ste. 100 +1ASecs.100 Roue( TX 7860 DEED 6 PGS 2004028781 WHEREAS, the City of Round Rock, Texas is authorized to purchase land and such other property rights deemed necessary or convenient for the construction, expansion, enlargement, extension, improvement, or operation of a portion of the proposed Kiphen Road improvement project ("Project"); and, WHEREAS, the purchase of the hereinafter -described premises has been deemed necessary or convenient for the construction, expansion, enlargement, extension, improvement, or operation of the Project; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That, JIMMY R. WALLIN and wife, KATHERINE R. WALLIN; hereinafter referred to as Grantor, whether one or more, for and in consideration of the sum of Ten Dollars ($ 10.00) and other good and valuable consideration to Grantor in hand paid by the City of Round Rock, Texas, receipt and sufficiency of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, have this day Sold and by these presents do Grant, Bargain, Sell and Convey unto the City of Round Rock, Texas all those certain tracts or parcels of land lying and being situated in the County of Williamson, State of Texas, being more particularly described as follows: BEING a 0.057 acre (2,480 square foot) tract of land situated in the Willis Donaho Survey, Abstract No. 173, Williamson County, Texas, being a portion of a called 2.0 acre tract of land as described in that deed to Jimmy R. and Katherine R. Wallin and recorded in Volume 688, Page 322 of the Official Records of Williamson County, Texas, said 0.057 acre tract being more particularly described by metes and bounds in Exhibit "A" attached hereto and made a part hereof. NOTICE OF CONFIDENTIALITY 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. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: Easements and rights-of-way of record; all presently recorded restrictions, reservations, covenants, conditions, oil, gas or other mineral leases, mineral severances, and other instruments, other C:ADocuments and Settings\txaumwl\Local Settings\Temporary Internet Files\OLK5B5\00065915. DOC (P than liens and conveyances, that affect the property; rights of adjoining owners in any walls and fences situated on a common boundary; and any encroachments or overlapping of improvements. TO HAVE AND TO HOLD the premises herein described and herein conveyed together with all and singular the rights and appurtenances thereto in any wise belonging unto the City of Round Rock, Texas and its assigns forever; and Grantors do hereby bind ourselves, our heirs, executors, administrators, successors and assigns to Warrant and Forever Defend all and singular the said premises herein conveyed unto the City of Round Rock, Texas and its assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through, or under Grantors, but not otherwise. This deed is being delivered in lieu of condemnation. IN WITNESS WHEREOF, this instrument is executed on this the 177 day of )r" 1 , 2004. KATHERINE R. WALLIN Acknowledgment State of Texas County of Williamson r This instrument was acknowledged before me on this the I,/ day of by JIMMY R. WALLIN and wife, KATHERINE R. WALLIN. , 2004 otary Public, State of Texas PREPARED IN THE OFFICE OF: Sheets & Crossfield, P.C. 309 East Main Round Rock, Texas AFTER RECORDING RETURN TO: Austin Title Company 101 E. Old Settlers Blvd. Suite 100 Round Rock, Texas 78664 2 After Recording Return To: Aut n litio Co. 101 . Old $©tt ars Blvd. stew 100 QOUr d Rock TX 78864 0.057 Acre Tract Wallin Parcel 6 Pdge 1 of 3 aqV31ugE DESCRIPTION FOR A 0.057 ACRE (2,480 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 2.0 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO JIMMY R. AND KATHERINE R. WALLIN AND RECORDED IN VOLUME 688, PAGE 322 OF THE OFFICIAL RECORDS OF SAID COUNTY, SAID 0.057 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING on a 1/2" iron rod found on the north right-of-way line of County Road 113 (Kiphen Road - prescriptive ROW varies) for the southwest corner of said 2.0 -acre tract and the southwest corner hereof; THENCE with the west line of said 2.0 -acre tract, N 09° 04' 58" W a distance of 10.91 feet to a Baker-Aicklen capped 1/2" iron rod set for the northwest corner hereof; THENCE crossing said 2.0 -acre tract, the following two (2) courses and distances: 1. N 69° 16' 04" E a distance of 116.14 feet to a Baker-Aicklen capped 1/2" iron rod set for a point of curvature hereof, and 2. with the arc of a curve to the right, having a radius of 3844.72 feet, an arc length of 57.81 feet, a central angle of 00° 51' 41", and a chord which bears, N 69° 41' 55" E a distance of 57.81 feet to a Baker-Aicklen capped I/2" iron rod set on the east line of said 2.0 -acre tract for the northeast corner hereof; THENCE with the east line of said 2.0 -acre tract, S 09° 04' 58" E a distance of 17.85 feet to a 1/2" iron rod found on the north right-of-way line of said County Road 113 for the southeast corner hereof; - 0.057 Acre Tract Wallin Parcel 6 Page 2 of 3 THENCE with the north right-of-way line of said County Road 113 and the south line of said 2.0 -acre tract, S 71° 40' 02" W a distance of 172.70 feet to the POINT OF BEGINNING and .containing 0.057 acre (2,480 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. I, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 wrence A. Hunt / Registered Professional No. 4328 — State of Texa .an Surveyor s > ST�a '_Glis Job No.: 1171-2-001-21 Filename: W:\PROJECTS\CR-113\ROW\METES AND BOUNDS\PARCEL 6.DOC SKETCH TO ACCOMPANY DESCRIPTION LEGEND 1/2" IRON ROD FOUND (EXCEPT AS NOTED) A COTTON GIN SPINDLE FOUND ( ) RECORD INFORMATION PER VOLUME 688, PAGE 322 SCALE: 1" = 50' WILLIAMSON COUNTY, TEXAS RUDOLPH WALLIN REMAINDER OF A CALLED 152.38 AC VOL. 450, PG. 114 JIMMY R. AND KATHERINE R. WALLIN CALLED 2.0 AC VOL. 688, PG. 322 PARCEL 6 0.057 ACRE (2,480 SQ. FT.) RUDOLPH WALLIN REMAINDER OF A CALLED 152.38 AC VOL. 450, PG. 114 N 09°04'58" W 10.91' (N 09°04'58" W) POINT . OF BEGINNING EXISTING EDGE OF PAVEMENT J.E. THOMISON CALLED 1.628 AC VOL. 1238, PG. 486 EXISTING PRESCRIPTIVE RIGHT-OF-WAY OF COUNTY ROAD 113 - 3/8" C.R. 113 'KIPHEN ROAD" (PRESCRIPTIVE R.O.W. VARIES) 1 NUMBER CI RADIUS 3844.72' ARC 57.81' DELTA 00°51'41" CH. BRG. N 69°41'55" E CHORD 57.81' Au taro iUe Company . BEARING BASIS IS GRID NORTH FOR THE TEXAS CENTRAL ZONE NAD 83/93 HARN, PER GPS SURVEY PERFORMED DURING MAY, /997. CHRISTIANSON-PARK CENTRAL JOINT VENTURE, A TEXAS JOINT VENTURE CALLED 46.526 AC DOC. NO. 2001025911 EXHIBIT "A" DATE: NOVEMBER 15, 2002 JOB NO.: 1171-2-001-21 BY: TJR PAGE 3 OF 3 I?4 BAKER-AICKLEN & ASSOCIATES, INC. ENGINEERS/SURVEYORS ILED AND RECORDED OFFICIAL PUBLIC RECORDS 2004028781 04/15/2004 08:56 AM CARRILLO $24.00 NANCY E. RISTER, COUNTY CLERK WILLIAMSON COUNTY, TEXAS 1,CANNED #(.AI IT EXECUTED DOCUMENT FOLLOWS .✓ i o ;; �{'—Iy1'c' w I �ti ; 11 ,' IIIIIIIBIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII CERT 13 PGS 2004052039 COMPANY OFFICERS' CERTIFICATE We, VERNELL SUE BRADLEY and JIMMY R. WALLIN, Managers of WALLIN MANAGEMENT COMPANY, L.L.C., a Texas limited liability company (the "Company"), do hereby certify to AUSTIN TITLE COMPANY the following: 1. The Company is duly organized and existing under the laws of the State of Texas. The Company is duly qualified to do business in the State of Texas and is in good standing in the State of Texas. The Company has paid when due all franchise and all other taxes required to maintain its corporate existence and no such taxes are delinquent. There are no proceedings pending for the forfeiture of the Company's Certificate of Organization or for the Company's dissolution, voluntarily or involuntarily. 2. All tax returns required to be filed by the Company in any jurisdiction have been filed and all taxes, assessments, fees, and other governmental charges upon the Company or upon any of its property have been paid prior to the time that such taxes could give rise to a lien on any such property. There is no tax assessment against the Company and there is no basis for any such assessment. There are no actions, suits, or legal, equitable, arbitration, or administrative proceedings pending, or to the best knowledge of the Company and the undersigned threatened, against the Company which, if adversely determined, would have a material adverse effect on the validity or enforceability of any obligation of the Company to any third party or the financial condition or business operations of the Company or could otherwise impair the ability of the Company to perform its obligations. 3. The Company has the power and authority to conduct its business as it is now conducted and to own all of its property, including without limitation all property, real and personal, described below. All documents and agreements executed or to be executed by the Company in connection with the sale of the Property in its capacity as general partner of Wallin Family Investments, L.P. (a) are within its corporate powers, (b) have been duly authorized by all necessary action, (c) do not and will not contravene its charter, bylaws, or any other law or governmental regulation, (d) to the best knowledge and belief of the undersigned after due inquiry, do not and will not contravene any contractual restriction binding on or affecting the Company or any of its property, and (e) to the best knowledge and belief of the undersigned, are, or will be when executed and delivered, legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws or equitable principles from time to time in effect which generally affect the enforcement of creditors' rights and remedies). 4. VERNELL SUE BRADLEY is the keeper of the records and minutes of the proceedings of the Company. There is no provision of the Articles of Organization or Regulations of the Company limiting the power of the Managers to pass the resolutions set forth below and the same are in conformity with the provisions of such Articles of Organization or Regulations. The following is a true and correct copy of the resolutions adopted either by a unanimous consent in writing of all Managers, which unanimous written consent was and is in the form required by and in conformity with the Regulations of Corporate Officers' Certificate -1- Wallin.6088-001 the Company and the law. The following resolutions have never been modified, rescinded, or repealed and are now in full force and effect: WHEREAS, WALLIN FAMILY INVESTMENTS, L.P. desires to convey to The City of Round Rock, Texas the real property in Williamson County, Texas (the "Property") more particularly described as: Tract One: 0.104 of an acre, more or less, out of the Willis Donaho Survey, Abstract No. 173, Williamson County Texas, and being more particularly described in Exhibit "A" attached hereto. Tract Two: 0.202 of an acre, more or less, out of the Willis Donaho Survey, Abstract No. 173, in Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit "B" attached hereto. Tract Three: 0.080 of an acre, more or less, out of the Willis Donaho Survey, Abstract No. 173, in Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit "C" attached hereto, said tract to be conveyed as a drainage easement only, not in fee simple. WHEREAS, the Company is the general partner of WALLIN FAMILY INVESTMENTS, L.P.; RESOLVED, that VERNELL SUE BRADLEY and JIMMY R. WALLIN, the duly elected Managers of the Company, are hereby authorized and directed to take all actions, including without limitation the making and executing on behalf of the Company, in its capacity as General Partner of the Limited Partnership, of any and all deeds and other documents and agreements requested by Austin Title Company and deemed appropriate by the Managers in connection with the sale of said real property to The City of Round Rock by WALLIN FAMILY INVESTMENTS, L.P.; RESOLVED, that in connection with such sale, the Managers are authorized in the name of and on behalf of the Company to take any and all actions which they deem necessary or advisable to cause the Company to properly fulfill its function as the general partner of WALLIN FAMILY INVESTMENTS, L.P.; RESOLVED, that all such instruments which may be executed by the Managers on behalf of the Company, be and they shall be considered as being the act of the Company; RESOLVED, that all acts, transactions, and/or agreements undertaken prior to the adoption of these Resolutions by any officers or representatives of the Company in its name and for its accounts in connection with the foregoing matters are hereby ratified, confirmed, and adopted by the Company; RESOLVED, that the Managers of the Company are hereby authorized and directed to certify these Resolutions to Austin Title Company and to deliver such other certifications as may be requested by Austin Title Company in connection herewith; and Corporate Officers' Certificate -2- Walli n.6088-001 5. Attached hereto as Exhibit "A" is a true and correct copy of the Company's Articles of Organization. Attached hereto as Exhibit "B" is a true and correct copy of the Company's Regulations or Operating Agreement. EXECUTED this day of Jul 2004. VERNELL SUE BRADLEY, Manager THE STATE OF TEXAS COUNTY OF WILLIAMSON R./ALLIN, Manager SUBSCRIBED TO AND SWORN AND ACKNOWLEDGED before me, the undersigned authority, this day ofJune, 2004, by VERNELL SUE BRADLEY, Manager of WALLIN MANAGEMENT COMPANY, L.L.C., a Texas limited liability company, on behalf of said company. THE STATE OF TEXAS USA PRICHARD MY COMMISSION EXPIRES July 2, 2007 NOTAR COUNTY OF WILLIAMSON UBLIC/ *STATE OF TEXAS SUBSCRIBED To AND SWORN AND ACKNOWLEDGED before me, the undersigned authority, this 2_11- 9 day ofJune, 2004, by JIMMY R. WALLIN, Manager of WALLINMANAGEMENT COMPANY, L.L.C., a Texas limited liability company, on behalf of said company. .°. i " . USA PRICHARD 1*= MY COMMISSION EXPIRES July 2, 2007 CtA&C. NOTAR LI *STATE OF TEXAS Corporate Officers' Certificate -3- Wa II i n.6088-001 EXHIBIT . DESCRIPTION FOR A 0.104 ACRE (4,548 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY,, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.104 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS; BEGINNING at a calculated point on the north right-of-way line of County Road 113 (Kiphen Road - prescriptive ROW varies) for the southeast corner and POINT OF BEGINNING hereof, said point being located N 09° 04' 58" W a distance of 1.46 feet from a %2" iron rod found for the southwest corner of a called 2.0 acre tract of land as described in that deed to Jimmy R. and Katherine R. Wallin and recorded in Volume 688, Page 322 of the Official Records of said county; THENCE crossing said 152.38 -acre tract, the following four (4) courses: 1. with the north right-of-way line of said County Road 113, S 69° 22' 25" W a distance of 531.20 feet to a Baker-Aicklen capped %2" iron rod set for the southwest corner hereof, with the arc of a curve to the right, having a radius of 115.00 feet, an arc length of 43.89 feet, a central angle of 21° 52' 03", and a chord which bears N 58° 20' 03" E a distance of 43.63 feet to a Baker-Aicklen capped 'A" inch iron rod set for a point of tangency hereof, 3. N 69° 16' 04" E a distance of 490.28 feet to a Baker-Aicklen capped 'A" inch iron rod set in the west line of said 2.0 -acre tract, for the northeast corner hereof, and 4. with the west line of said 2.0 -acre tract, S 09° 04' 58" E a distance of 9.45 feet to the POINT OF BEGINNING and containing 0.104 acre (4,548 square feet) (Aland. Bearing basis is grid north for the Texas Central Zone NAI) 83/93 HARN, per GPS survey performed during May, 1997. 1, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 ence A. Hunt egistered Professional . d urveyor No. 4328 — State of Texas kb No-: 1171-Z-001-21 Eikaame: W:\PROIECTS\CR-113\ILOWVIMETE$ AND BOUND$VARCEL 5-ADOC 4 J Zti LLo AC K) tkl -• t1I `' A. a J 1c wo 4iW a k O V al Z▪ >oM ' 3 &1Waa W 3' 4��Noa x o 9 h b In yZZIGOF- w c)1Cc 0Ft*arU z~p0vN� Ft Q o ° o o �QQ�zw 00 a0 al h xZ la c.J 4-- O wQ U M 0 ZD k z.:( 4a c= �Q oi Z c 44 CC Q N 0 co z co C) Q % tu w e 0• Z _ - V 0Z F -Z N X O • 0 W 4 N 0W (5 � Q a 4. 0ci • co • Fa 2to CU 0 O C I w M 0 0 a CO 0 in Q h 0 O' K 0 co a 0 O W 0 tIrr QC EOOP .Qwo (PAGE 51 ortO G\PARCEL 5 0 0 3 DESCRIPTION FOR A 0202 ACRE (8,812 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.202 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 2" iron rod found on the north right-of-way line of County Road 113 (Kiphen Road - prescriptive ROW varies) for the southwest comer of a called 2.0 acre tract of land as described in that deed to Jimmy R. and Katherine R. Wallin and recorded in Volume 688, Page 322 of the Official Records of said county, for the southwest corner and POINT OF BEGINNING hereof; THENCE crossing said 152.38 -acre tract, the following five (5) courses: 1. with the east line of said 2.0 -acre tract, N 09° 04' 58" W a distance of 17.85 feet to a Baker-Aicklen capped 2" iron rod set for the northwest corner hereof, 2. with the arc of a curve to the right, having a radius of 3844.72 feet, an arc length of 61.74 feet, a central angle of 00° 55' 12", and a chord which bears N 70° 35' 22" E a distance of 61.74 feet to a Baker-Aicklen capped '/" inch iron rod set for a point of tangency hereof, 3. N 71° 02' 58" E a distance of 376.00 feet to a Baker-Aicklen capped '/2" iron rod set for the northeast corner hereof, 4. S 18° 57' 02" E a distance of 15.15 feet to a Baker-Aiclden capped 1/2" inch iron rod set the north right-of-way line of said County Road 113, for the southeast corner hereof, and 5_ with the arc of a curve to the right, having a radius of 4679.53 feet, an arc length of 440.97 feet, a central angle of 05° 23' 57", and a chord which bears S 70° 40' 07" W a distance of 440.80 feet to the POINT OF BEGINNING and containing 0.202 acre (8,812 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. 1, Lawrence A._ Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision, BAKER-A1CKLEN & ASSOC-, INC. 203 R Main Street, Suite 201 Round Rock, Texas 78664 rence A_ 1-1 egistered Profeioiia urveyor No. 4328 — State o Job No.: 1171-2.00I-21 Fib:name: W:\PROJECTS\CR-I 13\ROW\METES AND $OUNDS\PARML 5-B.DQC SC um !)-2 0 'i 0v ocao oQCo4o a�,UN •. u0 1�\,i k a 0 N 2 I. 3 ti h O'hp O � J h 0 WO6- Zr1 � 0 b h 0 0 0 At 00.0 � zzy 0^ol a 1/1 1 i�toI't 03 Z-� -Nl t_0 H• Oz �1= c3z o to z>O� z> �� s 0 Q 0 a Q 40 to W 0 V. w N 4IZ o O OU b r • N -+ v M o onw o Z NC a O 4 N Zi Cki �q $k 4.1 O� oti 4� I'(( A CL.c)a • za as („z mw 44 ca 00 Ny Z.1 Q Z to aw wa 0Q aZ U - z 1- j O Z5 0 w U 0 Et L. WO • 0 1 v U to b v o FINO• 3 b4 u CO -4,:i .‘t .‘c ~4N u 3 }q •� a U0 o it tat h- WZ v oW01 7 h Wo 4 J DESCRIPTION FOR A 0.080 ACRE (3,500 SQUARE FOOT) TRACT OF LAND SI -MATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.080 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS; BEGINNING FOR REFERENCE on a broken TkDOT Type 1 concrete marker found for the southeast corner of a called 0.983 acre tract of land as described in that deed to the City of Round Rock and recorded in Document No. 2001044952 of the Official Records of said county; THENCE crossing said 152.38 -acre tract, the following three (3) courses: 1 in part across a called 33.302 acre tract of land as described in that deed to the State of Texas and recorded in Volume 1970, page 515 of the Official Records of said county, in part with the south line of said 0.983 -acre, S 68° 02' 26" W, pass a Y2" iron rod found for the southwest comer of said 0.983 -acre tract at a distance of 975.45 feet and continuing for a total distance of 1088.63 feet to the southeast corner of a called 1.018 acre tract of land as described in said deed to the City of Round Rock and recorded in Document No. 2001044952 of the Official Records of said county, 2. with the east line of said 1.018 -acre tract, N 05° 57' 56" E a distance of 60.86 feet to the northeast corner of said 1.018 -acre, and 3. with the north line of said 1.018 -acre tract, S 68° 48' 20" W a distance of 251.15 feet to the southeast corner and POINT OF 13EGINNING hereof; THENCE continuing across said 152.38 -acre tract the following four (4) courses: I. S 68° 48' 20" W a distance of 70.00 feet to a point for the southwest corner hereof, 2. N 21° 11' 09" W a distance of 50.00 feet to a point for the northwest corner hereof, 3. N 68° 48' 20" £ a distance of 70.00 feet to a point for the northeast comer hereof and 4. S 21° 11' 09" R a distance of 50.00 feet to the POINT OF BEGINNING and containing 0.080 acre (3,500 square feet) of land. Bearing basis is grid north for the Texas Central Zone -NAD 83/93 HARN, per GPS survey performed during May, 1997. I, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month, of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC_,1NC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 Job No.: 1171-2-001-21 Filwmc; WAPEOJ JS CE-1I31ROW1METBS ence A. Hunt / egistered Profegsicinal No. 4328 — State'of Te AND BOUNDS\EASEMENT C3?OC Surveyor O U y Q 41 lt 4. 4vt O V F - z 0 ozQ z ..J -J la k OhO. 0O ooOMo,o O QmN0 d d X. •X ke a S 68.48'24" W (8 71.41'381 W) ko4,mm. •mq►ati� a b zzyyz,- W rPon.. `w a W w m o o, W fa Z Z ._ -J NgQgII) .J J J _1 -J • V. 1181HX3 S15 'Jd '0461-70n 0V 00£1£ - 1 lelVd 0377V0 SVX31 30 31V2S • 0 4 z.XQa gO�ti cs Q CC CV o c h Qw� t<It I-1/2" IRON PPE FOUND o ow N 0 0 hla 0 taN~ a 4 z'M Qo>-a 4'7M4 • V. 1I61HX3 0 V,9Jd '0161 '70n • 208'£S - 1 -WOW 0377V0 SVX31 30 31 V1S NO• rftM }. • �t U ecCI 0. 4 Wis OZ Ww0 � PQ y W X0 3 .i Title Company After Recording Return To: Austin Title Co. 101 E. Old Settlers Blvd. Ste. 100 Round Rock, TX 78664 0 0 0 t '1 FILED AND RECORDED OFFICIAL PUBLIC RECORDS 2004052039 07/02/2004 08:47 AM ALLEN $38.00 NANCY E. RISTER, COUNTY CLERK WILLIAMSON COUNTY, TEXAS EXECUTED DOCUMENT FOLLOWS • O 9 -fl 61 Act v\) MW c3 Title Comnoanv 111 II 11111 CERT 41 PGS 2004052040 CERTIFICATE AND CONSENT OF GENERAL PARTNER DATE: June 2q , 2004 LIMITED PARTNERSHIP: WALLIN FAMILY INVESTMENTS, L.P., a Texas limited partnership PROPERTY: Tract One: 0.104 of an acre, more or less, out of the Willis Donaho Survey, Abstract No. 173, Williamson County Texas, and being more particularly described in Exhibit "A" attached hereto. Tract Two: 0.202 of an acre, more or less, out of the Willis Donaho Survey, Abstract No. 173, in Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit "B" attached hereto. Tract Three: 0.080 of an acre, more or less, out of the Willis Donaho Survey, Abstract No. 173, in Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit "C" attached hereto, said tract to be conveyed as a drainage easement only, and not in fee simple. 1. Certificate. The undersigned, the general partner of WALLIN FAMILY INVESTMENTS, L.P., a Texas limited partnership, certify to Lender the following: (a) The Limited Partnership is a Texas limited partnership consisting of the undersigned general partner and no other general partner. (b) The partnership agreement of the Limited Partnership, a true and correct copy of which is attached to this Certificate as Exhibit "D" (the "Partnership Agreement"), is currently in full force and effect, and there have been no amendments or modifications to the agreement since its execution. (c) No proceedings are pending for the dissolution, voluntary or involuntary, of the Limited Partnership. (d) The Limited Partnership has the power and authority to conduct its business as it is now conducted and to own all of its real and personal property, including without limitation the Property described above. All documents and agreements executed or to be executed by the Limited Partnership in connection with the sale of property in Williamson County, Texas (i) are within the Limited Partnership's powers; (ii) have been duly authorized by all necessary partnership action; (iii) do not contravene any of the documents or agreements by which the Limited Partnership exists, or any law or governmental regulation; (iv) do not contravene any contractual restriction Certificate and Consent of Partners -1- Wallin.6088-001 binding on or affecting the Limited Partnership or any of its property and (v) are or will be when executed, to the best knowledge and belief of the undersigned, legal, valid and binding obligations of the Limited Partnership, enforceable against the Limited Partnership in accordance with their terms (except to the extent the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws or equitable principles from time to time in effect, affecting generally the enforcement of creditors' rights and remedies). There is no pending action, suit or proceeding before any court, arbitrator, or governmental authority that may be reasonably be expected to affect such documents and agreements, or the Limited Partnership' s ability to perform its obligations thereunder. 2. Consent. The undersigned hereby consent and agree to ratify and adopt the following: (a) The Limited Partnership approves and consents to the sale ofproperty located in Williamson County, Texas described above. (b) WALLIN MANAGEMENT COMPANY, L.L.C., in its capacity as a General Partner of the Limited Partnership, is duly authorized and has full and complete authority to execute and deliver without joinder of any other partners, on behalf of and in the name of the Limited Partnership, the sale documents and all other documents required by Austin Title Company. (c) All acts, transactions, and/or agreements undertaken prior to the execution of this Certificate and Consent by the General Partner in the name of the Limited Partnership and for its accounts with Lender in connection with the foregoing matters are hereby ratified, confirmed, and adopted by the Limited Partnership. 3. Nothing herein shall be construed to confer any management authority on the limited partners or in any way to abrogate or amend the terms of the Partnership Agreement. EXECUTED by the General Partner on the date set opposite its signature below, to be effective ,14.4/49 2 , 2004. Certified and Agreed to by the Limited Partnership: WALLIN FAMILY INVESTMENTS, L.P. By: WALLIN MANAGEMENT COMPANY, L.L.C., GENERAL PARTNER By: Uh%4 2.1._ � LYI.dGL�-7 VERNELL SUE BRADLEY, Manage By: Certificate and Consent of Partners �•til-d-4/i= MYWALLIN, Manager -2- WaIIi n.6088-001 STATE OF TEXAS COUNTY OF WILLIAMSON SUBSCRIBED AND SWORN TO AND ACKNOWLEDGED before me this ` day of June, 2004, by VERNELL SUE BRADLEY, Manager of WALLIN MANAGEMENT COMPANY, L.L.C., General Partner of WALLIN FAMILY INVESTMENTS, L.P., on behalf of said limited partnership. 4•�"Y 4`?; USA PRICHARD MY COMMISSION EXPIRES July 2, 2007 STATE OF TEXAS COUNTY OF WILLIAMSON § NOTARY PUBLI *STATE OF TEXAS SUBSCRIBED AND SWORN To AND ACKNOWLEDGED before me this day of May, 2004, by JIMMY R. WALLIN, Manager of WALLIN MANAGEMENT COMPANY, L.L.C., General Partner of WALLIN FAMILY INVESTMENTS, L.P., on behalf of said limited partnership. USA PRICHARD MY COMMISSION EXPIRES July 2, 2007 NOT Y P : LIC *STATE OF TEXAS Certificate and Consent of Partners -3- Wallin.6088-001 b O D EXHIBIT DESCRIPTION FOR A 0.104 ACRE (4,548 SQUARE FOOT) TRACT OF LAND SITUATED EN THE WILLIS DONAHO SURVEY,, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.104 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS; BEGINNING at a calculated point on the north right-of-way line of County Road 113 (Kiphen Road - prescriptive ROW varies) for the southeast corner and POINT OF BEGINNING hereof, said point being located N 09° 04' 58" W a distance of 1.46 feet from a'/Z" iron rod found for the southwest corner of a called 2.0 acre tract of land as described in that deed to Jimmy R. and Katherine R. Wallin and recorded in Volume 688, Page 322 of the Official Records of said county; THENCE crossing said 152.38 -acre tract, the following four (4) courses: 1. with the north right-of-way line of said County Road 113, S 69° 22' 25" W a distance of 531.20 feet to a Baker-Aicklen capped %2" iron rod set for the southwest corner hereof, 2_ with the arc of a curve to the right, having a radius of 115.00 feet, an arc length of 43.89 feet, a central angle of 21° 52' 03", and a chord which bears N 58° 20' 03" E a distance of 43.63 feet to a Baker-Aicklen capped '/2" inch iron rod set for a point of tangency hereof, 3. N 69° 16' 04" E a distance of 490.28 feet to a Baker-Aicklen capped 'A" inch iron rod set in the west line of said 2.0 -acre tract, for the northeast corner hereof, and 4. with the west line of said 2.0 -acre tract, S 09° 04' 58" E a distance of 9.45 feet to the POINT OF BEGINNING and containing 0.104 acre (4,548 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAT) 83/93 HARN, per GPS survey performed during May, 1997. 1, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 ence A. Hunt j2— egistered Professional No. 4328 — State of Texas Job No.: 1171-2-001-21 Filename: W:1PRO)ECTS\CR-113\1LOVWr4EfES ANA BOUNAS\PARCEL 5-A_r>OC Ge d urveyor TO ACCOMPANY DESCRIPTION W 0 H x a w so 41 Z 12. ai m v 4 • --1om� co Lai O G40 oi �zwv a.I"t" \N ittro> 1 oW • o 1 x1 m ti6-4 a 60RI06 lk cr OO 0 1-- -J c. o' CC w 0 0 •N O) h z 0 h N co Ki 0 0 OC 0 W:\PROJECTS\CR-113\ROW\DW8\PAACEL 5-A. wp (PAGE 3J Duc•mbwr 06, ZOOP - kOfprr EXHIBIT B DESCRIPTION FOR A 0.202 ACRE (8,812 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH W.ALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.202 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a '/2" iron rod found on the uorth right-of-way line of County Road 113 (Kiphen Road - prescriptive ROW varies) for the southwest comer of' a called 2.0 acre tract of land as described in that deed to Jimmy R. and Katherine R. Wallin and recorded in Volume 688, Page 322 of the Official Records of said county, for the southwest corner and POINT OF BEGINNING hereof; THENCE crossing said 152.38 -acre tract, the following five (5) courses: 1. with the east line of said 2.0 -acre tract, N 09° 04' 58" W a distance of 17.85 feet to a Baker-Aicklen capped %2" iron rod set for the northwest comer hereof, 2. with the arc of a curve to the right, having a radius of 3844.72 feet, an arc Length of 61.74 feet, a central angle of 00° 55' 12", and a chord which bears N 70° 35' 22" E a distance of 61.74 feet to a Baker-Aicklcn capped '/z." inch iron rod set for a point of tangency hereof, 3. N 71° 02' 58" E a distance of 376.00 feet to a Baker-Aicklen capped '/2" iron rod set for the northeast comer hereof, 4. S 18° 57' 02" E a distance of 15.15 feet to a Baker-Aicklen capped %2" inch iron rod set the north right-of-way line of said County Road 113, for the southeast comer hereof, and 5_ with the arc of a curve to the right, having a radius of 4679.53 feet, an arc length of 440.97 feet, a central angle of 05° 23' 57", and a chord which bears S 70° 40' 07" W a distance of 440.80 feet to the POINT OF BEGINNING and containing 0.202 acre (8,812 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. 1, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AJCK LEN & ASSOC., INC. 203 E_ Main Street, Suite 201 Round Rock, Texas 78664 Job No.: 1171-2-001-21 Filcuamc: W:\PROTECTS\CR-113\ROW\METES AND BOUND rence A Hunt ,. egistered Prarsibna ; ; urveyor No. 4328 — State o S\PARCF_L S-B.DOC 0 z O W 0� ti0 O O O0.OLQ O` CC W U h 0 ti) z a W co O n or W to J N J a X V a b 0 03 0 U W N N )fi M 2 0 O 0 y ti w 0 N b h 0 0 `t- or) a n 0 V Et co h 0.G N 03 M 003 0 v a M n 01 (0 z Z -J o Q tit w -J x 4 .J zQ Q cc)w y4 N H Q 0 0Zz W a F0 0 4z ---; O U a 0 � • 0 4 'U N or 4 N P) 0 • W o ZE 4 L. °° z4) 4) cc Oj W • O a . ■ o, 1* r - 0 0 N w�Er 14. 0.WWcnN= >>NO ct O�hOe (.) b0 0 `` z p o a N W (9 -J . w Fr'ZX-"" oz1"o Q N 0 0 a Ce0 la 0 O 4.1ti M O W I- ca Co a-3030. Zo z ng o •1 to cs N t•Q N ON��M2awzoc. �wQ--t.:\ o`d zWaJoo r yr1.3-1o p. W lilc cQio '-uf > N.- EXHIBIT � C DESCRIPTION FOR A 0.080 ACRE (3,500 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.080 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR REFERENCE on a broken TXDOT Type 1 concrete marker found for the southeast corner of a called 0.983 acre tract of land as described in that deed to the City of Round Rock and recorded in Document No. 2001044952 of the Official Records of said county; THENCE crossing said 152.38 -acre tract, the following three (3) courses: 1. in part across a called 33.302 acre tract of land as described in that deed to the State of Texas and recorded in Volume 1970, page 515 of the Official Records of said county, in part with the south line of said 0.983 -acre, S 68° 02' 26" W, pass a Y2" iron rod found for the southwest corner of said 0.983 -acre tract at a distance of 975.45 feet and continuing for a total distance of 1088.63 feet to the southeast corner of a called 1.018 acre tract of land as described in said deed to the City of Round Rock and recorded in Document No. 2001044952 of the Official Records of said county, 2. with the east line of said 1.018 -acre tract, N 05° 57' 56" E a distance of 60.86 feet to the northeast corner of said 1.018 -acre, and 3. with the north line of said 1.018 -acre tract, S 68° 48' 20" W a distance of 251.15 feet to the southeast corner and POINT OF BEGINNING hereof; THENCE continuing across said 152.38 -acre tract the following four (4) courses: 1. S 68° 48' 20" W a distance of 70.00 feet to a point for the southwest corner hereof, 2. N 21° 11' 09" W a distance of 50.00 feet to a point for the northwest corner hereof, 3. N 68° 48' 20" E a distance of 70.00 feet to a point for the northeast comer hereof and 4. S 21° 11' 09" E a distance of 50.00 feet to the POINT OF BEGINNING and containing 0.080 acre (3,500 square feet) of land. Bearing basis is grid north for the Texas Central Zone •NAD 83/93 HARN, per GPS survey performed during May, 1997. I, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER AICKLEN & ASSOC_, INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 ence A. Hunt / egistered Profe,sipnal Surveyor No. 4328 — State.of Te Job No.: 1171-2-001-21 Filename: W_1PROJECTSCP.-113\ROW\I BT 5 AND BOUNDS\EASEMENT CDOC i Q o !- N Ci 6.1 Ct Q 1- z 0 Q U z ,Qac J • V. 118IHX3 OV z0 IS 'Qd '0461 701 £'££ - L 111Vd 03776'0 SVX31 .10 31V1S • za..a tu IS VJ 0 'a ,' .1 act`I> 0 U 0�QL U) • 4 • a 1 titu x CC ct X co0 4 0 cc ta O � I-1/2" IRON PPE FOUND g0 a an 0 97 U) La U Z ti0 - ,,,. 0002.) h. ti 40 .4..- ,� 70 Ilii S 68.48'2O• W (5 7!•4f'38" W) t1! 6a•48'20' W la N 05.37$6• F (N 08.31'14" fc) z o x 0o -- 'Q ita a a � 4 Z y y W Z ti el q ? Iq 10 Z v -' -' _1 '4 „V.11611 -1X3 619 .9d '0461 0,1 0V Z0£'££ - L 1JVd 031740 SVX31 d0 31VIS N 3 � tst 44 LZ 4 u 34V ca 0 e.lc. po Hca 0 et �� ) 6 0o--' ,rocY .- '1 ak- �r u Zd aIll 4 rca pa ARTICLES OF LIMITED PARTNERSHIP FOR WALLIN FAMILY INVESTMENTS, L.P. These Articles of Limited Partnership govern the operation and management of a limited Partnership identified as WALLIN FAMILY INVESTMENTS, L.P. and the respective rights and obligations of all partners and assignees. DISCLOSURE The units or percentages of ownership of WALLIN FAMILY INVESTMENTS, L.P. have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The units or percentages of ownership are offered and sold in reliance on exemptions from the registration requirement of the Securities Act and such laws, and particularly regulation enacted by the Securities and Exchange Commission effective April 15, 1982 pertaining to certain offers and sales of securities without registration under the Securities Act of 1933. The Partnership will not be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will not file reports, proxy statements and other information with the Securities and Exchange Commission. The limited Partnership interests of WALLIN FAMILY INVESTMENTS, L.P. have not, nor will be, registered or qualified under federal securities laws or the laws of any other jurisdiction. The limited Partnership interests of WALLIN FAMILY INVESTMENTS, L.P. may not be offered for sale, sold, pledged, or otherwise transferred unless so registered or qualified, or unless an exemption from registration or qualification exists. The availability of any exemption from registration or qualification must be established by an opinion of counsel for the owner thereof, which opinion and counsel must be reasonably satisfactory to WALLIN FAMILY INVESTMENTS, L.P. and its General Partner. You are also advised that an investment in WALLIN FAMILY INVESTMENTS, L.P. should be considered to be long-term and illiquid in nature. The Partnership is or has been formed for an initial term of 50 years. See Article 11 on Page 12 for particulars about the duration and continuation of the Partnership. This part of the Articles of Limited Partnership prescribe the voting requirements for liquidation and dissolution of the Partnership. Partners have no personal ownership of the property of the Partnership. A forced partition of the Partnership property is denied by law and by these Articles. A liquidation of the Partnership during the initial term of years requires a vote of 100 percent in interest of all general and limited partners. Partners may not unilaterally withdraw from the Partnership or force the Partnership to redeem their ownership interest. See, in particular, Article 5 on Pages 6 through 8 about the formation of the Partnership as an entity and restrictions that seriously limit a partner's ability to withdraw and a partner's rights to Partnership property. Articles of Organization for -1- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 EXHIBIT "D" The information beginning at Page 5 is important. This section of the Articles speaks to the relative distribution rights and voting rights of Partnership units. The Partnership will be taxed as a Partnership for federal income tax reporting purposes. Most business and investment companies retain some of their annual earnings. To the extent a retention of earnings is made, you may incur an income tax liability of items of income and gain that you do not actually receive in the year of realization. Language in Article 10 on Page 12 gives management a right to retain earnings. A decision to retain earnings cannot be arbitrary. Management must follow the rules prescribed on Page 12. Likewise, management must follow the specific guidelines in Article 9 on Page 11 in making calls for additional capital contributions. The business and investment activities of the Partnership are managed by a general partner. Under the law, a limited partner cannot participate in the management of the Partnership. For this reason, the Articles imposes a high standard of conduct upon the general partner. The general partner must act fairly and may not engage in activity that results in self-dealing. A limited partner has very limited voting rights and no rights with regard to the management of the Partnership. WALLIN FAMILY INVESTMENTS, L.P. is a closely held company. These Articles significantly limit transfers of ownership to outsiders. These restrictions are considered necessary to comply with federal and state securities laws limiting the sale/transfer of equity in a closely held company. The restrictions are also considered necessary to protect the integrity and compatibility of the ownership group. It is very important that you read, and understand, these limitations. Seek the advice of counsel of your choice to advise you before you accept an ownership position in the Partnership. In an effort to promote harmony and to avoid the hardship often associated with litigation, alternative disputes resolution requirements are prescribed in this agreement. Your right to resolve any claim or dispute is limited by the Articles of Partnership. Be sure to read, and understand, the Articles of Partnership that provide for an alternative resolution of disputes and claims. Articles of Organization for -2- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 THE ARTICLES ARTICLE 1 - NAME, JURISDICTION The name of the Partnership is WALLIN FAMILY INVESTMENTS, L.P. (hereinafter called the "Partnership"). The limited Partnership is formed under, and is to be governed by, the law of the State of Texas. ARTICLE 2 - AUTHORIZED BUSINESS AND INVESTMENT ACTIVITY The Partnership may conduct any lawful business and investment activity permitted under the laws of the State of Texas and in any nation or political subdivision in which it may have a business or investment interest. The scope of its investment authority includes the following: The Partnership, acting by and through its authorized representative, may acquire, hold, rent, lease, sell, convey, exchange, convert, improve, insure, repair, manage, control, and to invest and reinvest, the funds of the Partnership in real and personal property (both tangible and intangible property), including property acquired "subject to" or "in assumption of' an existing indebtedness. The Partnership may borrow money and may pledge property as collateral security. Investments may include the acquisition of and the exercise of options to purchase real and personal property. The Partnership may make any payment, receive any money, take any action, and make, execute, deliver and receive any contract, deed, instrument or document that may be considered necessary or reasonable and that are incidental to the ownership, management and preservation of property. The Partnership, acting by and through its authorized representative(s), will have the authority to lend, borrow, lease, sell, and purchase property, including undivided fractional interests in property, upon terms and conditions that are reasonably prudent under the facts and circumstances then existing. The Partnership will have the authority to guarantee the promissory obligations of others. Without limiting the general authority above, the Partnership will have the authority to hold, acquire and sell as investment property: Publicly traded securities, including stocks, bonds, warrants, futures, mutual funds, Partnerships, real estate investment trusts, diversified asset funds, including international investments and investment funds. This general authority includes the acquisition of securities on margin and the acquisition and sale of options, futures, derivatives, put and call rights. Ownership interests in a closely held corporation, Partnership, limited liability company or trust. This authority is to further include: the acquisition of a general Partnership interest or limited Partnership interests, the execution of a Partnership agreement in the capacity of a general partner or as a limited partner, participation as a member of a joint venture, or a participation in any other form of syndication for investment. Articles of Organization for -3- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 • Obligations of the United States government or of any foreign government. Cash deposits, money market funds, brokerage company investment and money market accounts, certificates of deposit, savings accounts, and checking accounts, without limitation as to the location of the account or depository. • Promissory notes, secured and unsecured, including mortgage notes purchased at a discount. • Land, improved and unimproved, whether presently income producing or held for potential appreciation in value. • Minerals, mineral rights and working interests in mineral producing property or property held for future development. • Equipment, equipment leases, implements, stock in trade, leasehold improvements, and livestock. • Annuities and insurance policies (including life insurance policies). • Collectibles held for appreciation in value and future sale. The Partnership may serve as the general partner of a limited Partnership. The Partnership may form or invest in a trust, Partnership, corporation, or other organization in which it is a shareholder, partner, member, beneficiary, or owner, including trusts formed by the Partnership to acquire, own, manage, operate, sell, mortgage, and otherwise deal with property located in another jurisdiction. ARTICLE 3 - DESIGNATION OF GENERAL PARTNER The management of the Partnership is vested exclusively in a general partner. Reference to "general partner," used in the singular, will also include the plural. Reference to "general partners," used in the plural, will also include the singular. WALLIN MANAGEMENT COMPANY, L.L.C. is designated as the general partner of the Partnership. The law of the State of Texas and general business fiduciary principles that require fairness and prohibit self-dealing apply to the service of a general partner. The general partner is to have the exclusive authority to perform all duties of the office of general partner as prescribed by the State of Texas (particularly as to the management and operation of the Partnership's business and its investment activities). No one acting in the capacity of a limited partner may bind the Partnership to any commitment, obligation or liability whatsoever. All other rights in the nature of voting rights prescribed by the State of Texas law are to be exercised by all partners according to their Articles of Organization for -4- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 percentages of interest in the Partnership. Unless and except as otherwise provided in this agreement, a vote of a majority in interest of the partners is required with regard to any matter that requires the affirmative vote or consent of all partners. ARTICLE 4 - OFFICE AND PRINCIPAL LOCATION The Partnership may maintain an office in any location as reasonably necessary to conduct the business of the Partnership. The Partnership is to designate one address as its principal office. The records (or an accurate copy of original records) that the Partnership is required by law to maintain are to be located at this address. The Partnership may establish a records office in any jurisdiction that requires the Partnership to maintain a records office. ARTICLE 5 - PARTNERSHIP EQUITY, CLASSIFICATIONS OF OWNERSHIP, DISTRIBUTION RIGHTS, TRANSFER RIGHTS A. Units and Percentage Interest. The limited Partnership is authorized to issue 100 Partnership units. For the purpose of calculating voting and distribution rights, the percentage interest of a partner is to be determined by dividing his, her or its units (the numerator) by the total of all issued and outstanding units. Fractional units of ownership are permitted. A partner's percentage interest will be determinative of: (1) the partner's ownership interest in the Partnership as an entity; (2) a partner's share of cash available for distribution; (3) a partner's allocable share of items of income, gain, loss, deduction and credit; (4) a partner's distributive share of cash and other property upon dissolution of the Partnership; and (5) a partner's voting rights. B. All Units Are To Be of the Same Class For Distribution Purposes. All Partnership units are to be treated as equity of the same class for the purpose of allocating and distributing items of income, gain, loss, deduction and credit. A partner's allocable share of each such item will be equal to his, her or its percentage interest in the Partnership. With regard to distribution rights, each Partnership unit will be "equity of the same class," as that term is defined by Internal Revenue Code §2701, and will be entitled to pro rata distributions of items of income, gain, loss, deduction and credit realized by the Partnership. C. General Partner's Percentage of Ownership. A general partner's position in the Partnership is that of a manager and director. Under state law, the general partner must be a partner of the limited Partnership. For convenience, the units or percentage of ownership acquired by a general partner, as general partner, are classified as general Partnership units, even though the general partner's Articles of Organization for -5- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 equity interest is otherwise equity of the same class for distribution purposes. The term "limited Partnership units" or "limited Partnership interest" identify all Partnership units that are not classified as general Partnership units. 1. General Partner's Percentage of Ownership. The minimum percentage of ownership that must be maintained by a general partner, and classified as a general partner's ownership interest, is to be determined from time to time by a majority in interest of all partners. The determination is to be fair and reasonable. 2. General Partner Also Having Limited Partnership Units. Insofar as the law of the State of Texas permits, a general partner may also own a limited Partnership interest in the Partnership. 3. General Partner's Units Are Not Transferable, Reversion. A general partner's percentage of ownership classified as a general Partnership interest is not transferable. The equivalent number of units (or fraction of a unit) equal to a general partner's percentage interest in the Partnership will revert to a limited Partnership interest at the time the general partner ceases to serve as general partner for any reason. 4. Allocations of Earned Income. Allocations of earned income (income to the Partnership attributable to personal services rendered by the general partner) shall at all times comply with the requirements of Internal Revenue Code § 704(e). D. Reallocation of Units and Percentages of Ownership, Adjustments. The Partnership, acting by its general partner, or in the alternative, all partners by a vote of at least a majority in interest, will have the authority to adjust or reallocate the units (and percentages of ownership) based upon the value of each partner's capital account in relationship to the total value of all the Partnership capital accounts. The reallocation of ownership percentages or units of ownership is to be determined by dividing the value of each partner's capital account by the total value of all of the capital accounts. The adjustment is mandatory for any calendar year in which distributions of cash and other property to partners are not pro rata. The adjustment is mandatory for any calendar year in which a contribution of new capital is made by an existing partner or by a new partner. For the purpose of determining and adjusting percentages of ownership and aliquot units of ownership, the capital accounts of the partners are to be adjusted to account for unrealized appreciation or depreciation in the value of Partnership assets. Any reallocation resulting from contributions or additions to capital is to be fairly representative of the market value of the property contributed to the Partnership and the market value of all of the property owned by the Partnership on the date a contribution of capital is made. E. Schedule of Ownership. The general partner is to maintain a schedule that identifies each partner and each partner's units and percentage of ownership. Certificates of ownership are not required. F. Attributes of Ownership in the Partnership as an Entity. The Partnership is an entity under both state and federal law. The following requirements apply to all partners, both general and Articles of Organization for -6- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 limited. No partner will be entitled to withdraw, or demand the return of, all or any part of his, her, or its capital contribution to the Partnership. No partner may withdraw funds from the Partnership or require that the Partnership pay to him, her or it the value of his, her or its capital account in the Partnership except upon dissolution and liquidation of the Partnership. No partner, general or limited, will have the unilateral right to compel a liquidation or dissolution of the Partnership or to compel a partition and/or distribution of any property of the Partnership. No partner will have a direct or indirect ownership interest in any property of the Partnership nor will any partner have any right to the income produced by, or the personal use of, property that he, she or it contributes to the Partnership. G. Assignee Interests. The law generally applicable to a limited Partnership provides that: (1) The only transferable interest of a partner is the partner's allocation of the profits and losses of the Partnership and the partner's right to receive distributions. Except as other provided in a Partnership agreement, a partner cannot transfer voting rights without the consent of other partners admitting the assignee or transferee as a partner. For the purpose of this instrument, the term "assignee" identifies a transferee that acquires distribution rights, but not voting rights. (2) An assignee may not participate in the management or conduct of the limited Partnership business, may not require access to information concerning limited Partnership transactions, and may not inspect or copy the limited Partnership books or records. The transferor retains the rights and duties of a partner other than the interest in distributions transferred to an assignee. (3) An assignee has the right to receive distributions to which the transferor would otherwise be entitled; and to receive upon the dissolution and winding up of the limited Partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor. In a dissolution and winding up, an assignee is entitled to an account of limited Partnership transactions only from the date of dissolution. (4) A transfer to an assignee is ineffective if contractual restrictions in the Partnership agreement preclude the transfer and if the assignee has notice of the contractual restrictions at the time of transfer. (5) A creditor of a partner may acquire the interest of an assignee only if a court of competent jurisdiction issues a charging order. A charging order constitutes a lien on the judgment debtor's transferable interest (distribution rights). The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of an assignee. For the purpose of this agreement: (1) No partner may transfer a Partnership interest without the consent of at least a majority in interest of all partners, both general and limited partners. Any transfer that is made without Articles of Organization for -7- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 the required consent of the partners is an unauthorized transfer. The term "unauthorized assignee" identifies the transferee in an transaction that constitutes an unauthorized transfer. (2) The Partnership is not required to recognize the distribution rights of an unauthorized assignee who has notice of these restrictions prior to the transfer. In any case, an assignee will never have the right to vote the interest of the partner who is transferor. Nor will the partner who is the transferor of an unauthorized transfer have the right to vote his, her or its interest in the Partnership. If the Partnership, with the consent of at least a *majority in interest of all partners, both general and limited partners, recognizes the transfer as a valid assignment of distribution rights, it may make pro rata distributions to the assignee permitted by law and the transferee will be responsible, for income tax purposes, to report his, her, or its aliquot share of Partnership items of income, gain, loss, deduction and credit. (3) The Partnership will have the unilateral right to redeem the limited interest of an assignee. The redemption prescribed by this agreement will also liquidate the interest of the partner who makes an unauthorized transfer. (4) If there is any doubt as to who is to receive distributions from the Partnership after an unauthorized transfer has been made, the Partnership may suspend distributions with regard to the transferred interest; may escrow distributions; or may escrow the distributions with a court of competent jurisdiction in an interpleader action. All costs incurred by the Partnership to defend the integrity of the Partnership and its restrictions on unauthorized transfers, including all legal costs, accounting costs, and court costs, will be allocated to, and charged against, the capital account of the partner who has made an unauthorized transfer. The amount of any charge shall be reported as a distribution to the partner or to the partner's assignee for federal income tax purposes. H. Purpose of Restrictions on Transfers of Ownership. The restrictions on transfer of ownership are designed to comply with state law requirements that limit transfers of ownership and to avoid potential non-compliance issues that apply to the transfer of unregistered securities. This Partnership is formed by those who know and trust one another and who intend to continue the Partnership as a closely held company. The partners do not want potential interference from outsiders. Capital is material to the business and investment objectives of the Partnership and the preservation of its federal tax status. An unauthorized transfer of a partner's interest to outsiders can jeopardize the ability of the Partnership to raise additional capital from existing partners and from lenders and can adversely affect the Partnership's tax structure. Permitted Transfers. A partner who is an individual person, but not a general partner who is an individual person, may transfer his or her units of ownership to any one or more of the following without the requirement that other owners consent to the transfer. A "permitted" transfer will include all of the rights of the partner who makes the transfer including all voting and distribution rights associated with the equity interest transferred to a permitted transferee. (1) A transfer may be made an estate planning revocable "living" trust that manages and controls all or any part of the property of a partner during his or her life and/or that directs Articles of Organization for -8- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 the disposition of the trust property upon the death of the partner. The trustee of the estate planning trust may vote the interest of the partner held in trust and may receive any distribution of income, gain, cash or other property from them for and on behalf of the transferor. (2) A transfer may be made to any other partner of this Partnership. (3) A transfer may be made to outright or in trust for the use and benefit of any one or more of the following persons: (a) The spouse of an individual partner. (b) Any lineal descendant of a partner. (c) A Partnership, limited Partnership or limited liability company that is controlled by vote or value by the partner, his or her spouse, his or her lineal descendants, and/or family trusts that are administered for the primary use and benefit of any one or more persons who are the partner who makes the transfer, his or her spouse, and his or her lineal descendants. Control represents an ownership interest, by vote or value, of at least 51 percent. Those who are entitled to the property and estate of a deceased partner upon his or her death will be entitled to the distribution and voting rights attributable to the full interest of a deceased partner without the consent of other partners. A creditor of the partner and/or the estate of a deceased partner is not a permitted transferee. As an alternative to disposition of the Partnership interest in a last will and testament or living trust, a partner, other than a general partner, may designate the post-mortem beneficiary or beneficiaries of his, her, or its interest in this Partnership in a written beneficiary designation. To be effective, the written beneficiary designation must be signed by the partner and must be delivered to the Partnership within a reasonable time before or after the death of the designating partner. A written beneficiary designation will override any other general disposition of the partner's interest in this Partnership in any other instrument that predates the beneficiary designation. A transfer of distribution rights may be made to any one or more of the following potential transferees without the consent of other partners. A permitted transferee will have all distribution rights attributable to the transferred interest, but will not have the voting rights attributable to the interest unless at least a majority in interest of all partners, both general and limited partners, admit the transferee as a partner. The voting rights attributable to the interest transferred to a permitted transferee will be suspended until the permitted transferee is admitted as a partner. The list of permitted transferees includes: (1) Any organization described in each of the following sections of the Internal Revenue Code of the United States of America: §170(b)(1)(A); §170(c), and specifically including §170(b)(1)(E) with regard to private foundations; §2055(a); and §2522(a). Articles of Organization for -9- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 (2) Any charitable remainder trust created under Section 664 of the Internal Revenue Code of the United States and/or any charitable income trust created under Treas. Reg. § 1.170A-6(c)(2)(i) and (ii); Treas. Reg. §25.2522(c)(2)(v) and (vi); Treas. Reg. §20.2055-2(e)(2)(v) and (vi). (3) Any family member or relative, or a trust for any family member or relative, who is not (a) the spouse of an individual owner, or (b) any lineal descendant of an owner. J. Other Transfers Require the Consent of No Less Than All Other Partners. The following transfers will require the affirmative consent of no less than all other partners. (1) A direct or indirect transfer to a creditor of a partner or the creditor of a partner's estate in partial or total satisfaction of a claim. (2) A direct or indirect transfer to the spouse or former spouse of a partner pursuant to a decree of divorce or a settlement incident to divorce or marital separation. This requirement, under the conditions of a pending or threatened divorce or marital separation, over -rides a transfer to a spouse as a permitted estate planning transfer. K. Voting Rights, Distributions, Pursuant to a Durable Power of Attorney. The personal representative of a partner other than the general partner, acting under a valid durable power of attorney executed by the partner, may vote the interest of the partner, and, if the power of attorney permits, the personal representative may receive any distribution of income, gain, cash or other property from the Partnership for and on behalf of the partner. Neither the general partner or the Partnership shall be responsible to the partner for distribution made to the personal representative or the application of distributions made to the personal representative. L. Transferees Bound by the Terms of This Instrument. Each partner, transferee, and assignee are bound by the exact terms and requirements of this instrument. The acceptance of any benefit from the Partnership by a partner, transferee, or assignee will be tantamount to full and complete acceptance of all of the terms of this agreement. ARTICLE 6 - TAXABLE AS A PARTNERSHIP WALLIN FAMILY INVESTMENTS, L.P. will constitute a Partnership for federal income tax purposes, and the Partnership will report all items of income, gain, loss, deduction and credit as a Partnership. The tax year of the Partnership for accounting and federal income tax purposes will be the calendar year unless otherwise determined, or changed, in accordance with the requirements of federal tax law. The Partnership, acting by and through its general partner, will have the obligation to maintain the books and records of the Partnership in accordance with federal law, the laws of the State of Texas, and generally accepted accounting practices; to see to the preparation of all necessary tax reports and other information required by law; and to deliver to each partner a report of his, her or its distributive share of items of income, gain, loss, deduction and credit in the form and manner required by law. The term "generally accepted accounting practices" does not identify or mean the Generally Accepted Accounting Principles Articles of Organization for -10- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 (GAAT) as promulgated by the Financial Accounting Standards Board. The Tax Matters Partner, for federal income tax purposes, will be the general partner. ARTICLE 7 - CAPITAL ACCOUNTS A capital account will be established for each partner and will be maintained in such a manner to correspond with the capital of the partners as reported for federal income tax purposes. Each partner's capital account is to be: (1) credited with the value of the partner's contribution of cash or other property to the Partnership (or such capital as may be otherwise acquired by a partner); (2) credited or charged annually with the partner's distributive share of items of income, gain, loss, deduction and credit for federal income tax purposes. Distributions of cash or other property to a partner are to be charged against the partner's capital account as a withdrawal of capital. The federal income tax basis of a partner's units of ownership or percentage interest in the Partnership and all other matters pertaining to the distributive share and taxation of items of income, gain, loss, deduction and credit will be as otherwise prescribed by Sub -chapter K of the Internal Revenue Code. The capital accounts will not bear interest. No partner will be entitled to withdraw or demand the return of any part of his or her or its capital contribution to the Partnership or his, her or its capital account in the Partnership except upon dissolution of the Partnership or as may be otherwise provided or permitted by the terms of this agreement or any written amendment of this agreement. ARTICLE 8 - LOANS FROM A PARTNER If any partner advances funds to the Partnership, other than as a capital contribution, or if a partner makes any other payment to or on behalf of the Partnership to cover operating costs or capital expenses, the advance or payment will be deemed to be a loan to the Partnership that is to bear interest at market rates from the date the advance was made until paid. The term "market rates" will mean the rate of interest identified as the "prime rate" by the Wall Street Journal in its Money Rates column, or, if two rates are reported as the "prime rate," the average of the two. The applicable prime rate for advances made during the year will be the prime rate for the first day of the year. The applicable prime rate for any unpaid amount which continues into another year will be, for the year, the prime rate for the first day of the year. The prescribed interest amount is to compound on January 1 of each year. ARTICLE 9 - CALLS FOR ADDITIONAL CAPITAL CONTRIBUTIONS The Partnership, acting by its general partner or general partners then serving, will have the authority to require the partners to contribute additional capital when: (1) additional capital is reasonably needed to pay existing or anticipated expenses of operation and administration; debt service for any amounts borrowed by the Partnership; insurance and tax payments; the cost of acquiring, maintaining and Articles of Organization for -11- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 selling property of the Partnership; and (2) the calls for capital are not discriminatory, that is, when all partners, both general and limited, are required to contribute capital to the extent of each partner's units of ownership or percentage interest in the Partnership. A required contribution of capital must be made within 60 (sixty) days from the date the call is made. If a partner cannot, or does not, contribute capital in an amount equal to his, her, or its units or percentage interest in the Partnership, other partners may pay the deficiency as an additional capital contribution. In each such case, the Partnership, acting by and through its general partner, will have the authority to reallocate the units or percentages of ownership of all partners, increasing the units of ownership or percentage interest of those who made contributions and decreasing the units of ownership or percentage interest of those who did not make a full contribution. The reallocation of ownership units or percentages is to be determined by dividing the value of each partner's capital account by the total value of all of the capital accounts of all partners. ARTICLE 10 - RETAINED EARNINGS AND AVAILABLE CASH, RESERVES The Partnership may retain from its earnings, and from available cash, amounts reasonably needed for working capital, debt service, and for anticipated capital improvements. The term "available cash" indicates the actual cash of the Partnership in checking accounts, money market funds and 90 -day Treasury Bills. A majority in interest of the partners may require the general partner to make a pro rata distributions of available cash to the extent that available cash is not needed for working capital, debt service, and for anticipated capital improvements. ARTICLE 11 - DURATION, LIQUIDATION RIGHTS WALLIN FAMILY INVESTMENTS, L.P. is established for an initial term of years measured from the commencement of the Partnership as an entity and ending at 11:59 P.M. on December 31 of the year 2052 (the initial term of years). The limited Partnership is to continue from year to year thereafter until the Partnership is liquidated and dissolved according to the voting requirements then prescribed by these Articles of Limited Partnership. Any vote to liquidate the limited Partnership before the expiration of the prescribed initial term of years will require the affirmative vote of 100 percent in interest of all general and limited partners. Any vote to amend this certificate or Articles of Limited Partnership to permit a liquidation voting requirement of less than the prescribed voting percentage will require the affirmative vote of * 100 percent in interest of all general and limited partners. A vote to liquidate and dissolve the Partnership during any "year to year" term will require the affirmative vote of 70 percent in interest of all partners. The Partnership, as an entity for federal income tax purposes and as an entity under the law of the State of Texas, will not terminate by reason of: (1) the death or disability of a limited partner; or (2) the removal, resignation, death, disability or other inability to continue service of a general partner or the addition or substitution of a general partner, unless, at the conclusion of 90 days from the act constituting Articles of Organization for -12- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 a technical act of termination under the law of the State of Texas, the Partnership does not, in fact, have at least one general partner then serving; or (3) the bankruptcy or insolvency of any partner, general or limited; or (4) a partner's marital separation or divorce; or (5) the withdrawal of a limited partner including the redemption of his, her or its ownership interest; or (6) any other act or omission to act, not having the approval or consent of all partners, that is or may be construed to be a termination of the Partnership as an entity under the law of the State of Texas. To the greatest extent permitted by the law of the State of Texas, any act or omission to act that is construed to be a termination or dissolution shall nonetheless be construed as an intended reconstitution and continuation of the Partnership, without the requirement of liquidation and winding -up. To the extent WALLIN FAMILY INVESTMENTS, L.P. inadvertently forfeits its status as a limited Partnership under the State of Texas law, WALLIN FAMILY INVESTMENTS, L.P. will nonetheless continue as a general Partnership and subject to the applicable requirements of the Articles of Limited Partnership until reconstituted as a limited Partnership under the law of the State of Texas or under the law of any other jurisdiction. ARTICLE 12 - LIQUIDATING DISTRIBUTIONS Upon termination and dissolution of the Partnership, the Partnership, acting by and through its general partner will proceed to wind up the affairs of the Partnership. The liabilities and obligations of the Partnership to creditors and all expenses incurred by the Partnership in its liquidation and dissolution will be paid and will have first priority in winding up. The Partnership may retain from available cash and other assets of the Partnership sufficient reserves for the payment of anticipated and contingent liabilities. Undistributed cash, and other property valued at its fair market value on the date of distribution, will be distributed to the partners in the following order: (1) Distributions will first be made to repay any loans to the Partnership by a partner, including the full amount of any deferred payment obligation. (2) Distributions will then be made to the partners in an amount equal to the credit balances in their capital accounts so that the capital account of each partner is brought to zero. For the purpose of determining distributions in liquidation, a negative capital account balance will be considered to be a loan from the Partnership to a partner. (3) The balance, if any, will be made to the partners in an amount equal to each partner's percentage interest in the Partnership. ARTICLE 13 - LIQUIDATING DISTRIBUTIONS, ACCOUNTING AND DISCHARGE The Partnership acting by and through its general partner may deliver an accounting and plan of liquidation to each of the partners. The general partner may require that each partner deliver a written statement that he/she/it has examined the accounting and plan of liquidation and consents to plan of liquidation. An acceptance and consent of the partners may be required as a precondition to making partial and final liquidating distributions. The general partner may require that the partner's statement include: Articles of Organization for -13- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 (1) a discharge and release from any loss, liability, claim or question concerning the exercise of due care, skill, and prudence of a general partner in the management, investment, retention, and distribution of property during a general partner's term of service, except for any undisclosed error or omission having basis in fraud or bad faith. (2) an indemnity of a general partner, to include the payment of attorney's fees, from any asserted claim of any taxing agency, governmental authority, or other claimant after a liquidating distribution of Partnership cash and other property has been made. Any partner having a question or potential claim may require an audit of the Partnership's books and records as an expense of Partnership administration. Failure to require the audit prior to acceptance of the report, or the acceptance of payment, will operate as a final release and discharge of the general partner except for any undisclosed error or omission having basis in fraud or bad faith. A general partner, in making or preparing to make a partial or final distribution, will have the authority to: (1) partition any asset or class of assets and deliver divided and segregated interests to partners; (2) sell any asset or class of assets (whether or not susceptible to partition in kind), and deliver to the partners a divided interest in the proceeds of sale and/or divided or undivided interests in any note and security arrangement taken as part of the purchase price; and/or (3) deliver undivided interests in an asset or class of assets to the partners subject to any indebtedness which may be secured by the property. The Partnership will continue beyond its scheduled termination date for a time reasonably necessary to conclude the administration of the Partnership, pay expenses of termination and to distribute all of the Partnership property to the partners. ARTICLE 14 - REMOVAL, REPLACEMENT, ELECTION OF A GENERAL PARTNER A general partner may be removed from office for cause by the affirmative vote of at least a majority in interest of all partners acting in concert. The term "for cause" will mean and include: any material act of self-dealing by a general partner; any material act constituting gross negligence or intentional fraud; and/or any act constituting the willful and intentional disregard of a lawful directive from the limited partners as permitted by the Articles of Limited Partnership and/or the State of Texas law. The term "material" identifies a significant monetary damage to the Partnership as the result of the act or omission to act by a general partner constituting self-dealing, gross negligence or fraud. The term does not include incidental or insignificant monetary damage to the Partnership; monetary damages incurred by someone who is not a partner and for which the Partnership is not liable; nor an intangible loss or damage which cannot be valued under the fair market valuation standards of federal tax law. If the issues of self-dealing, gross negligence or fraud and material damage to the Partnership are finally resolved against the general partner as the result of a conclusive fact-finding by the court or a jury or pursuant to binding arbitration decision, the voting rights attributable to a general partner's percentage of ownership are to be disregarded in voting to remove the general partner. A vote of a majority in interest of all partners is sufficient (1) to elect a new general partner as replacement for a general partner that has ceased to serve for any reason or whose resignation is pending; Articles of Organization for -14- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 and (2) to increase the number of general partners and to elect an additional general partner. The Partnership shall have no more than three general partners serving at any one time. ARTICLE 15 - AUTHORITY OF THE GENERAL PARTNER WITH REGARD TO SIGNING CERTIFICATES OF PARTNERSHIP, COMPLIANCE The general partner will have the right to sign, on behalf of all partners, any amendment to the Partnership's Certificate of Limited Partnership made by the partners. In the event a general partner is unwilling or unable to sign a required amendment to the Certificate of Limited Partnership as evidence of the withdrawal, removal, death, substitution or addition of a general partner, the amended certificate may be signed by: (1) the remaining general partner or partners, if more than one general partner is then serving; (2) by any successor to a general partner designated in the Articles of Partnership or any amendment thereto (i.e., the default successor if a new general partner is not elected within the time required by law after the predecessor ceased to serve); or (3) by a new general partner elected by the partners within the time prescribed by law and the Articles of Limited Partnership. Each partner serving, or to serve, as general partner by the authority of this instrument, appoints his, her or its successor or any remaining general partner (if more than one) as his, her or its attorney in fact, and with the authority to sign the amended certificate on his, her, or its behalf. In the event the laws of the state of the State of Texas should require dissolution of the Partnership because of the removal, resignation, death, disability, or inability of a general partner to continue service, or other event of withdrawal, the Partnership will nonetheless be reconstituted and will continue as a limited Partnership, governed by these Articles of Limited Partnership, and without further action of the limited partners. ARTICLE 16 - TRANSACTIONS, TITLE TO ASSETS, ACQUISITION AND TRANSFERS Except as may be otherwise limited by the Articles of Partnership, a general partner has the authority at any time and from time to time to sell, exchange, lease and/or transfer legal and equitable title to the Partnership property upon such terms and conditions, and for such consideration, as a general partner considers to be reasonable. The execution of any document of conveyance or lease by a general partner will be sufficient to transfer complete legal and equitable title to the interest conveyed without the joinder, ratification, or consent of the limited partners. No purchaser, tenant, transferee, lender or obligor will have any obligation whatsoever to see to the application of payments made to a general partner. A general partner is permitted to register or take title to Partnership assets: (1) in the name of the Partnership; (2) in the name of any general partner as trustee or nominee for WALLIN FAMILY INVESTMENTS, L.P. with or without disclosing the identity of his or her, or its principal; (3) registration of securities in "street name" under a custodial arrangement with an established securities brokerage firm, trust department or other custodian; (4) a trust formed to own and manage Partnership property or any partial interest in property. Any person dealing with the Partnership may rely upon the affidavit of the general partner or general partners that states: Articles of Organization for -15- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 On my oath, and under the penalties of perjury, I swear that I am the duly elected and authorized General Partner of WALLIN FAMILY INVESTMENTS, L.P. (the "Partnership""). I certify that 1 have not been removed as General Partner and have the authority to act for, and bind, the Partnership in the transaction of the business for which this affidavit is given as affirmation of my authority. WALLIN MANAGEMENT COMPANY, L.L.C. By: By: Vernell Sue Bradley, Manager Jimmy R. Wallin, Manager Sworn and subscribed before me, the undersigned authority, by this day of NOTARY PUBLIC *STATE OF TEXAS ARTICLE 17 - GENERAL PARTNER COMPENSATION, EMPLOYMENT OF PROFESSIONAL HELP A. Compensation. A general partner is entitled to a reasonable annual compensation for services rendered to the Partnership, reasonable compensation to be measured by the time required in the management and administration of the Partnership, the value of property under the general partner's administration, and the responsibilities assumed in the discharge of the duties of office. A general partner will be entitled to a reimbursement for all reasonable and necessary business expenses incurred in the management and administration of the Partnership. The partners acting in concert, and by vote of not less than a majority in interest, may award additional compensation to a general partner or may limit the compensation to be paid to a general partner. B. Employment of Advisors, Managers, Technical Assistance. The general partner may employ, as an expense of administration, advisors, managers and service providers that the general partner considers necessary and appropriate to administer the property of the Partnership. These advisors and service providers include (without expressly excluding others): (1) A qualified manager for all or any part of the Partnership assets, delegating to the manager rights and responsibilities that are reasonably necessary to administer and manage the assets placed under a management or agency contract. (2) Legal and tax advisors, including trial counsel. (3) Investment advisors and brokers, including the delegation of investment authority to a qualified investment advisor or agent. Articles of Organization for -16- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 (4) Accounting professionals, including those who provide tax preparation services. (5) Custodial agents having the authority to hold Partnership investments. (6) Real property, business, and other kinds of appraisers. (7) Mediators and arbitrators to assist with the resolution of any conflict, dispute or disagreement. (8) Environmental experts with regard to the investment or ownership of property governed by this instrument. A general partner may rely upon the appraised fair market value of an asset or liability obtained from an appraiser qualified by experience and training to value the asset or liability in question. A general partner may rely upon the opinion of legal and tax counsel concerning the interpretation, construction or effect of any provision of this instrument, or concerning any dispute or disagreement with regard to the administration and management of the Partnership. A general partner's personal liability for acts, and omissions to act, is to be limited if the general partner reasonably relied upon the advice of independent counsel and advisors, particularly: (1) As to tax matters, the general partner relied upon the advice of tax counsel. (2) As to legal matters, the general partner relied upon the advice of legal counsel. (3) As to investment matters, the general partner relied upon the advice of an investment advisor. (4) As to life insurance matters, the general partner relied upon the advice of a life underwriter. (5) As to general insurance matters, the general partner relied upon the advice of a qualified insurance advisor. (6) As to valuation matters, the general partner relied upon the valuation opinion or report of a qualified appraiser. C. Formation of Trusts, Companies, Partnerships. The Partnership, acting by its general partner, is permitted and authorized to form, or to participate in the formation of, a trust (revocable or irrevocable), corporation, Partnership, limited Partnership, joint venture, and/or limited liability company, and to invest Partnership property in one or more trusts (revocable or irrevocable), Partnerships, joint ventures, limited Partnerships, corporations, limited liability companies and/or other entities. An investment or formation will be considered to be "prudent" if the investment will reasonably accomplish any one or more of the following objectives: (1) The organization provides a greater protection to the assets of the Partnership, or protection of the Partnership and its partners, from operating liabilities incident to an investment or incident to the conduct of a trade or business; Articles of Organization for -17- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 (2) The organization provides a convenient and cost-effective method for owning and managing Partnership property located in another jurisdiction; (3) A joint enterprise with other capital investors is reasonably expected to produce an eventual yield large enough to offset any limitations on the marketability of the investment in a closely held company, Partnership, or investment trust. (4) The arrangement helps avoid issues of self-dealing, self -inurement, retained economic or personal benefits in property contributed by partner. (5) Other objectives considered to be important by all of the partners and as evidenced by a written plan that includes the consent of each partner. D. Acceptance of Restricted Property. The general partner may accept restricted property and continue to hold and manage the property in the form contributed to the Partnership. Restricted property includes: (1) Equity in a closely held company, Partnership, or investment trust including equity that is non -controlling as to liquidation rights and that is non -controlling as to the election or replacement of management. (2) Non-voting or limited voting equity in a closely held company, Partnership, or business trust. (3) Partial interests in land, buildings, subsurface rights, easement rights. (4) Land restricted in use by a conservation easement, other restrictions and limitations on sale or use. (5) Publicly traded stock subject to statutory or contractual resale restrictions. (6) Stock options. A general partner will not be personally responsible to other partners for an under -valuation or over -valuation of restricted property contributed to the Partnership if (1) the general partner reasonably relied upon the professional appraisal of the property in setting value, or (2) all partners agree to the value of the restricted property. E. Accounting. The accounting period for WALLIN FAMILY INVESTMENTS, L.P. will be the calendar year. The accounting method will be on a cash basis (as opposed to accounting on an accrual basis). Assets governed by this instrument may be carried at historical cost. The general partner shall: (1) Be responsible for the timely preparation and filing of tax returns and tax information reports required by applicable state and federal law without joinder by any limited partner. (2) Maintain accurate books of account in keeping with generally accepted accounting principles and that report: Articles of organization for -18- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 (3) ► all transactions pertaining to Partnership property; ► all disbursements for costs, expenses, and fees; ► each delivery of funds and/or other property to the Partnership and, for in-kind contributions to the Partnership, the value of the property upon receipt by the Partnership; ► all investments and reinvestment of the Partnership property; ► the value of each partner's capital account, or an assignee's capital account, including a history of credits and debits to each capital account. The general partner is to maintain records of the cost or other basis of Partnership assets and may report the values of assets at historical cost basis. (4) The general partner is to maintain for a period of at least five years copies of bank statements, brokerage statements, and other reports provided by a depository, brokerage, or management company. (5) The general partner is to deliver each year to each partner and to each assignee, as soon as possible after the Partnership's annual federal tax report has been prepared, a report of each partner's share and each assignee's share of items of income, gain, loss, deduction and credit. The financial records of the Partnership shall be open for inspection at any reasonable time by a partner or a permitted assignee. A partner and each permitted assignee will have the authority to demand and receive from the Partnership the following information: Upon demand, copy and delivery costs to be paid by the Partnership, the Partnership's five most recent federal income tax reports. Within a reasonable time after demand has been made, preparation, copy and delivery costs to be paid by the Partnership, a balance sheet for the Partnership showing assets and liabilities as of the end of the most recent calendar year. Asset values are to be shown at their historical (or cost) basis and, in another column, at the estimated fair market value of the assets as of the calendar year end. The general partner will have no obligation to have certain assets, such as real estate, investment trusts, equipment, valued by appraisal. Values for publicly traded investments, for which quotes are available on a daily basis, may be reported at close -of -business day values. Within a reasonable time after demand has been made, production, copying, and delivery costs to be paid by the partner, copies of Partnership business and transaction records listed in the demand. Production costs include the time charge of an accountant or other person/agency employed to gather, assemble and deliver the records. Articles of Organization for -19- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 The general partner is required to produce the information indicated above even if the obvious reason for a request is to harass or inconvenience the general partner. ARTICLE 18 - LIMITED PUT AND CALL RIGHTS A. Put and Call Rights Defined. (1) Put Right Defined. A put right is the right of a partner or assignee to require that the Partnership to redeem the owner's interest in the Partnership. If a put right is exercised, the Partnership is required to redeem the interest of the partner or assignee. (2) Call Right Defined. A call right is the right of the Partnership, as an entity, to acquire the interest of a partner or assignee in full redemption of all of the equity interest of the partner or assignee. B. Contractual Prescription of Put and Call Rights. A partner or assignee will have the right to "put" his, her or its interest to the Partnership for redemption under the following circumstances. (1) A partner may petition other partners for the right to withdraw as a partner. a. A vote of at least a majority in interest of all other partners is required to permit the withdrawal of the partner. The "consent date" is the day when, in accumulation, a partner acquires the required consent of the partners permitting withdrawal. b. A partner who is given the right to withdraw may put his, her, or its ownership to the Partnership for redemption. The partner must exercise the put right within 180 (one hundred eighty) days from the consent date. Unless there is an agreement otherwise, the date that the general partner receives notice of the exercise of a put right is called the "notice date." (2) An assignee may petition the partners for the right to withdraw. (3) a. A vote of all of the partners having voting rights is required to permit the withdrawal of an assignee. The "consent date" is the day when, in accumulation, an assignee acquires the required consent of the partners permitting withdrawal. b. An assignee who is given the right to withdraw may put his, her, or its ownership to the Partnership for redemption. The assignee must exercise the put right within 180 (one hundred eighty) days from the consent date. Unless there is an agreement otherwise, the date that the general partner receives notice of the exercise of a put right is called the "notice date." The Partnership has the unilateral right to redeem the interest of an assignee. Articles of Organization for -20- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 a. The decision of the general partner to redeem the interest of an assignee must be ratified by a vote of at least a majority in interest of the partners. The date notice exercising the Partnership's call right is delivered to the assignee is called the "notice date." b. An assignee does not have voting rights. The consent of an assignee to the exercise of a call right is not required. C. Sales Price and Terms of Payment. The redemption of an equity interest in WALLIN FAMILY INVESTMENTS, L.P. is to be governed by the following requirements. (1) The purchase price (also called the "purchase money obligation") is to be the fair market value of the Partnership interest as determined by an appraisal of the equity interest to be acquired by the Partnership. The appraiser is to be selected by the Partnership acting by and through its general partner. The appraiser must be qualified by training and experience to perform business appraisals of Partnerships and the equity of Partnerships. The term "fair market value" is as defined by the Uniform Standards of Professional Appraisal Practice. The Uniform Standards of Professional Appraisal Practice defines market value as: "The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus." Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (a) buyer and seller are typically motivated; (b) both parties are well informed or well advised, and acting in what they consider [to be] their best interests; (c) a reasonable time is allowed for exposure in the open market; (d) payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable thereto; (e) the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Reference: Uniform Standards of Appraisal Practice (The Appraisal Foundation). A business appraiser employed by the Partnership may consider any impairment of value as the result of a non -controlling position as to voting and liquidation rights, the lack of liquidity of the investment, and of a limited market (or no market) for the equity interest. This value is called the "redemption value" of a beneficial owner's equity interest. All assets are to be adjusted to fair market value as of the valuation date, and Partnership is to provide the appraiser with updated appraisals of Partnership assets. (2) The valuation date will be the first day of the calendar year in which notice is delivered (the notice date). If notice is delivered in October, November, or December, the partner or assignee whose interest is to be acquired may elect to postpone the redemption transaction so that the valuation date is the first day of the calendar year that follows October, November, or December. The prescribed closing date is to be postponed to account for the delay. The Partnership and the partner or assignee whose interest may be acquired may agree to an alternate valuation date. Articles of Organization for -21- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 (3) The transaction is to be concluded (closed) on the first Tuesday of the calendar month following the expiration of 90 (ninety) days from the notice date (the "closing date"). For a notice date in January, February or March, the transaction is to be concluded (closed) on the first Tuesday of the calendar month following the expiration of 120 (one hundred twenty) days from the date actual notice of exercise is delivered. (a) Closing is to be at the business office of the Partnership at 10 o'clock a.m. on the first Tuesday of the month. (b) A different closing date, hour, and place may be designated by mutual agreement. (c) Seller need not sign closing papers or a transfer of his/her/its Partnership interest for the sale to close. Voting rights with regard to the Partnership interest will terminate upon closing. (4) A true and correct copy of the appraisal report is to be delivered to the selling partner no later than 15 -days prior to the designated closing date. If the seller has substantial objections to the valuation report and the appraiser's conclusion of value, the sale may be postponed by mutual agreement until the issues are resolved. Absent objections, or if there are objections and buyer/seller cannot agree to a postponement, the sale is to nonetheless close as of the prescribed date, hour and location based upon values reported by the appraiser. If the seller refuses to accept payment at the appraised value, the general partner is to deposit the dollar amount in a segregated money market account. Delivery of the account to seller (and acceptance by seller) will constitute a full settlement of all issues. Accrued interest within the account is to constitute full and adequate consideration for the time value of money. If the payment of the purchase money obligation is to be satisfied in whole or in part by a transfer of promissory note or property in kind, the deposit in escrow of the transfer documents will be sufficient to discharge the Partnership of any continuing obligation to pay additional compensation to the seller for the time value of money. A valuation contest is to be resolved according the alternative dispute resolution requirements prescribed by this instrument. (5) Alternative forms of payment of the purchase money obligation are permitted. The redemption value may be satisfied by a distribution of cash, by distribution of property in kind, with a promissory note, or by using any combination of these methods. Distributions of property "in kind" in satisfaction of the redemption obligation includes the delivery of an undivided or partial interest in a Partnership asset or class of assets. The Partnership may require that the seller assume any indebtedness secured by a Partnership asset to be distributed in kind as a prerequisite to distribution. (6) A promissory note will be considered to be a reasonable payment alternative if the redemption value is greater than 7.5 percent of the total net value of the market value of the Partnership assets. "Net value" is the market value of the Partnership assets reduced by the value of debt. Articles of Organization for -22- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 (a) The note is to be payable in 10 (ten) equal annual installments with interest thereon at market rates, adjusted annually as the first day of each calendar year at the option of the Partnership. (b) The term "market rates" will mean the rate of interest identified as the "prime rate" by the Wall Street Journal in its Money Rates column, or, if two rates are reported as the "prime rate," the average of the two. If Internal Revenue Code Sections 483 and 1274A apply to this transaction, the rate of interest of the purchase money obligation will be fixed at the minimum rate of interest then required by law. (c) In no event will the interest rate exceed the maximum rate of interest permitted under applicable state law. The first installment of principal, with interest due thereon, will be due and payable on the first day of the calendar year following closing, and subsequent annual installments, with interest due thereon, will be due and payable, in order, on the first day of each calendar year that follows until the entire amount of the obligation, principal and interest, is fully paid. The Partnership will have the right to prepay all or any part of the purchase money obligation at any time without premium or penalty. (d) The payment obligation will mature and will become immediately due and payable upon the liquidation of the Partnership. Liquidating distributions are not be paid to partners and assignees until the debt, plus accrued interest, is paid in full. The owner of the promissory obligation will have the right to mature the entire debt, and to require immediate payment for the balance of the debt, if the Partnership materially defaults in its payment obligation. Material default represents the non-payment of an installment within 20 (twenty) business days after the payment is due. D. Other Agreement. This agreement does not preclude any other withdrawal and redemption on terms of agreement other than as prescribed by this agreement. The terms of agreement require: (1) The consent of the partner or assignee whose interest is to be acquired. (2) For the withdrawal of a partner, the consent of at least a majority in interest of all other partners. (3) For the withdrawal of an assignee, the consent of all partners. ARTICLE 19 - APPOINTMENT AND SERVICE OF A GOVERNOR The partners recognize the potential need for outside and independent assistance to govern the resolution of disputes; to avoid the appearance of self-dealing; and to avoid adverse tax consequences to the Partnership and/or any one or more of the partners associated with property acquired by the Partnership. To accomplish these objectives, this Article provides for the appointment and service of a "governor." Articles of Organization for -23- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 A. Designation of Governor. A governor may be appointed by the general partner or by a majority in interest of all other partners. The selection of a governor by at least a majority in interest of the partners will over -ride the selection of a governor by the general partner. Two or more candidates for service as governor may be selected and may serve jointly as governor or as a committee of governors. If the Partnership is served by three or more governors, the decision of a majority will be determinative. Reference to "governor" in the singular will include the plural. Any vacancy in the office of governor as the result of a resignation, removal, or any other cause is to be filled according to this designation procedure. To avoid any influence that might be applied to prejudice the governor's independence and decision making authority, a governor, once appointed, may be removed from office only in the following limited circumstances. (1) The vote of all partners will be sufficient to remove the governor. (2) A court of competent jurisdiction may remove the governor. B. Qualifications of a Governor. A candidate for service as governor must be independent and may not be related to, or be subordinate to, any partner. The term "related to" is to be construed liberally to exclude any person who remotely has any relationship of any degree to a partner, including relationships established by an existing or prior marriage. The term "subordinate to" is to be construed liberally to exclude any employee, business associate, or agent of a partner or the employee, business associate, or agent of a business or investment company, Partnership or other organization in which a partner or any relative of a partner has a direct or indirect proprietary interest of any kind. Any person who provides professional services to any one or more of those identified above is not per se a prohibited person if the compensation for his or her services does not exceed 2 (two) percent or more of his or her or its income during any calendar year. C. Special Fiduciary Authority of a Governor. A governor is a fiduciary and will be bound by the rules of fairness prescribed by state law. The governor will have all authority vested in a trustee by the laws of the State of Texas. A governor will serve without bond or other security. A governor will be entitled to a fair and reasonable compensation for his, her or its service, and a full reimbursement of reasonable expenses incurred as the result of his, her or its service. Compensation and expenses are to be charged to the Partnership and are to paid by the Partnership. D. Memorandum of Appointment. The scope and service of a governor may be documented by a memorandum or agreement that prescribes: (1) Specific services the governor is to provide. (2) The period of time in which the governor is to serve and/or any limitation on the governor's term of service. (3) The compensation to be paid to the governor or the basis for determining the governor's compensation. Articles of Organization for -24- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 (4) Any limit on the costs and expenses that the governor may incur, and charge to the Partnership. (5) Any bonding requirement. If the agreement is silent, the governor is to serve without the requirement of bond. (6) Any special provisions that pertain to the removal of the governor during his, her, or its term of service. (7) Any other provision that is germane to the service of the governor. E. Default Authority. If the general partner, or in the alternative, the partners, do not specifically limit the service of a governor in a memorandum or agreement, the governor is to have the following authority. (1) Valuation. The governor will have the exclusive right and obligation to employ one or more business appraisers to determine the fair market value of Partnership equity if the Partnership is to redeem the equity interest of a partner or assignee. The governor's selection of an appraiser and the governor's final determination of value is to be conclusive. (2) Voting Rights. This section pertains to closely held equity contributed to, or otherwise acquired by, the Partnership. The term closely held equity includes voting stock in a closely held corporation, voting units or shares in a business or investment Partnership, voting units or shares in a business or investment trust. The partners recognize the following potential problems. (a) The government may claim in an estate tax audit closely held equity contributed by a partner should be included in the partner's estate for federal estate tax purposes if: ► the equity interest contributed to the Partnership has voting rights; and ► the partner who makes the contribution retains the right to vote the equity interest or indirectly retains voting right because of his or her service as general partner or as a trustee, officer or director of a trust or company that serves as general partner. (b) A general partner's right to vote the equity interest may be interpreted as self-dealing because the general partner may vote the equity interest to his, her, or its own personal financial advantage. In each such case, the governor shall have the exclusive and continuing right to vote the equity interest to the exclusion of the general partner. Articles of Organization for -25- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 (3) Life Insurance Policies. The govemor will have the exclusive right to exercise all incidents of ownership with respect to a life insurance policy transferred to the Partnership or otherwise acquired by the Partnership if the insured person is a partner and if, on advice of legal counsel, there is a risk that the policy may be directly includable in the estate of the insured person. (4) Accounting and Transaction Reports. If the governor is elected by the partners, the governor will have the right on behalf of all partners and all assignees to examine all of the books, records, and transactions of the Partnership and to require an audit of the Partnership books, records, and transactions. (5) Binding Resolution of Claims, Disputes. Included in detail, below. F. Alternative Resolution of Disputes. The governor will have the unilateral authority to investigate disputes, conflicts and claims and to prescribe the method or methods to be used to finally resolve a dispute, claim, or conflict. This protocol is binding upon the Partnership, all partners, and all assignees. (1) Investigative Powers. The governor may investigate any claim, including a development and documentation of all relevant facts and relevant law. The governor may employ attorneys, accountants, and other professionals reasonably required to complete an investigation. The governor is to provide each party to a conflict, dispute or claim with his, her, or its findings of fact, a memorandum of the applicable law, and his, her, or its conclusions and recommendations based upon an interpretation of the facts and the law. If the parties cannot thereafter agree to a settlement, the governor may proceed with any one or more of the following alternatives. (2) Mediation. The governor may require that the parties to a dispute or claim submit to mediation. The governor shall select the mediator and shall prescribe the terms and conditions of the mediation. (3) Binding Arbitration. The governor may require that the dispute or claim be resolved by binding arbitration and may select the arbiter. (4) Litigation. The governor may determine that the dispute or claim should be resolved by a court of competent jurisdiction and may instigate the proceeding or may permit the parties to the dispute or claim to proceed with litigation. Whenever a dispute, conflict, or claim involves an interpretation or construction of this instrument, the governor may file an action in a court of competent jurisdiction for the interpretation and construction of this instrument. (5) Allocation of Contest and Resolution Costs. The governor is to fairly and reasonably determine who should be responsible for the payment of costs and expenses incurred by any party in the resolution of a claim or dispute. In so doing, the governor may consider the Articles of Organization for -26- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 relative merits of the claim and all mitigating circumstances. For example, the governor may assess all costs against a claimant who has filed a frivolous claim. The governor may assess all costs against the Partnership if the claim has merit and if the claim should have been settled before the invocation of this alternative disputes resolution mechanism. The governor will not be required to make this determination if the claim is submitted for resolution by an arbiter or is to be resolved in a court of competent jurisdiction. No one may file a lawsuit against the Partnership or any partner without first complying with the following procedure. (1) A claimant must deliver written notice to the general partner, or in the alternative, all other partners, of his, her or its claim and the factual basis supporting the claim or dispute. (2) The claimant must defer the filing of a lawsuit for 30 days after the required written notice has been delivered and for an additional period of time (1) that will permit a governor with disputes resolution authority to investigate the claim and issue a report; (2) that will permit a thorough mediation effort if the governor prescribes mediation; (3) that will permit a binding resolution of the claim by an arbiter if the governor requires arbitration. To protect the claimant: (a) The running of any applicable statute of limitation that may bar the claim will be suspended as of the date a written claim is made in the form and manner prescribed. (b) The claimant may file a lawsuit, without prejudice or penalty, if a governor with disputes resolution authority has not been appointed within 30 days from the delivery of notice. This exception will not apply if a governor with disputes resolution authority has already been appointed. (c) The claimant may file a lawsuit, without prejudice or penalty, if the governor does not complete an investigation and does not issue the required report within 90 (ninety) days after the claim has been delivered. All costs incurred by the Partnership and any partner in defending a claim by a claimant who has not followed this procedure are to be charged against the claimant. If the claimant is a partner or assignee, the costs incurred by the Partnership to defend the claim may be deducted from the capital account of the claimant and will be treated for income tax purposes as a distribution to, for, and on behalf of the claimant. G. Best Judgment. A governor is permitted and authorized to exercise "best judgment' in the course of service in the capacity of governor. The governor will not be personally liable for any act or omission to act unless it is conclusively established that the act or omission to act was motivated by an actual intent to harm the Partnership, a partner, an assignee or a claimant or is an act of self-dealing for personal pecuniary benefit. The Partnership will pay or reimburse the costs of defending and/or settlement of any claim made against the governor unless it is conclusively Articles of Organization for -27- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 established that the governor's conduct was motivated by an actual intent to harm the Partnership, a partner, an assignee, or a claimant. ARTICLE 20 - COUNTERPARTS, POWER OF ATTORNEY The execution and acceptance of these Articles of Limited Partnership and Certificate of Limited Partnership may be evidenced by a separate certificate signed by a limited partner acknowledging that a true and correct copy of this agreement has been received, reviewed in its entirety, and accepted. Each limited partner, in accepting these Articles, makes, constitutes and appoints the general partner, with full power of substitution, as his, her, or its attorney-in-fact and personal representative to sign, execute, certify, acknowledge, file and record the Certificate of Limited Partnership, and to sign, execute, certify, acknowledge, file and record all appropriate instruments amending these Articles and the Certificate of Limited Partnership on behalf of the limited partner. In particular, a general partner as attorney-in-fact may sign, acknowledge, certify, file and record on behalf of each limited partner such instruments, agreements, and documents which: (1) reflect the exercise by the general partner of any of the powers granted to a general partner under these Articles; (2) reflect any amendments made to these Articles; (3) reflect the admission or withdrawal of a general partner or limited partner; and (4) as may otherwise be required of the Partnership or a partner by the laws of the state of the State of Texas, federal law, or the laws of any other applicable jurisdiction. The power of attorney herein given by each limited partner is a durable power and will survive the disability or incapacity of the principal. ARTICLE 21 - NOTICE Any notice required or permitted in these Articles will be effective if written and hand delivered to the intended recipient or if placed in the United States Mail marked "Certified Mail, Return Receipt Requested" with postage prepaid. Notice will be deemed to be delivered to the intended recipient if addressed to the intended recipient at his or her last known mailing address, and the receipt is returned as having been delivered or is marked "Refused," "Addressee Unknown," "Unable to Forward," or other similar designation or notation. In this regard, it will be the affirmative duty of each partner to provide the Partnership at all times with a current address for the delivery of notice and to notify the Partnership of any change of address. CONCLUSION This document is a contract that binds each partner, their heirs, personal representatives, successors, and assigns. The terms and conditions prescribed by this agreement will bind each assignee or successor in interest. The acceptance of any benefit or protection provided by this agreement will constitute complete and final acceptance of the exact terms of this agreement. The use of pronouns, masculine or feminine, will be construed in context and may include an individual, without regard to gender, or an entity (e.g., a corporation, trust, limited Partnership, general Partnership, limited liability company). The venue of any action brought to construe this contract, for specific performance of any contractual obligation or other cause directly related to this contract, is the State of Texas. Articles of Organization for -28- Wallin.ArticlesOrgLP Wallin Family Investments, L.P. 6088-001 a . • Dated and Effective: �,,(�,t'eit, .5/ , 2002 1 Partnership Unit 49-1/2 Partnership Units 49-1/2 Partnership Units Articles of Organization for Wallin Family Investments, L.P. WALLIN MANAGEMENT COMPANY, L.L.C., General Partner By: By: Vernell Sue Bradley, Manager er mi , Mana er Y� a11ing I 9 PiZtA ItORIS GWENDOLYN WALLIN, Limited Partner ESTATE OF RUDOLPH GUST WALLIN, DECEASED, Limited Partner By: :l/r climm Wallin, Independent Executor FILED AND RECORDED OFFICIAL PUBLIC RECORDS 2004052040 E, 07/02/2004 08:47 AM ALLEN $94.00 NANCY E. RISTER, COUNTY CLERK WILLIAMSON COUNTY, TEXAS After Recording Return To: 101 E. Austin d Settlers Co.lvd. Ste. 100 Round Rock, TX 78664 -29- Austin Title Company Wallin.ArticlesOrgLP 6088-001 EXECUTED DOCUMENT FOLLOWS EXECUTED DOCUMENT FOLLOWS Austin Til E: orrpi:.rty THE STATE OF TEXAS COUNTY OF WILLIAMSON IIIIIII11111III111111111111111111111111111EED 0 PGS SPECIAL WARRANTY DEED Kiphen Road Project 2004052035 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. WHEREAS, the City of Round Rock, Texas is authorized to purchase land and such other property rights deemed necessary or convenient for the construction, expansion, enlargement, extension, improvement, or operation of a portion of the proposed Kiphen Road improvement project ("Project"); and, WHEREAS, the purchase of the hereinafter -described premises has been deemed necessary or convenient for the construction, expansion, enlargement, extension, improvement, or operation of the Project; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That, WALLIN FAMILY INVESTMENTS, L.P., a Texas limited partnership; hereinafter referred to as Grantor, whether one or more, for and in consideration of the sum of Ten Dollars ($ 10.00) and other good and valuable consideration to Grantor in hand paid by the City of Round Rock, Texas, receipt and sufficiency of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, have this day Sold and by these presents do Grant, Bargain, Sell and Convey unto the City of Round Rock, Texas all those certain tracts or parcels of land lying and being situated in the County of Williamson, State of Texas, being more particularly described as follows: TRACT ONE: 0.104 of an acre, more or less, out of the WILLIS DONAHO SURVEY, ABSTRACT NO. 173, Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit "A" attached hereto and made a part hereof. TRACT TWO: 0.202 of an acre, more or less, out of the WILLIS DONAHO SURVEY, ABSTRACT NO. 173, Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit "B" attached hereto and made a part hereof. C:\Documents and Settings\txamnwI\Local Settings\Temporary Internet Files\OLK9\SWD 06-24-04 CORR TRANS KIPHENRD WALLIN (00068985 ).DOC RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: Easements and rights-of-way of record; all presently recorded restrictions, reservations, covenants, conditions, oil, gas or other mineral leases, mineral severances, and other instruments, other than liens and conveyances, that affect the property; rights of adjoining owners in any walls and fences situated on a common boundary; and any encroachments or overlapping of improvements. TO HAVE AND TO HOLD the premises herein described and herein conveyed together with all and singular the rights and appurtenances thereto in any wise belonging unto the City of Round Rock, Texas and its assigns forever; and Grantors do hereby bind ourselves, our heirs, executors, administrators, successors and assigns to Warrant and Forever Defend all and singular the said premises herein conveyed unto the City of Round Rock, Texas and its assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through, or under Grantors, but not otherwise. This deed is being delivered in lieu of condemnation. IN WITNESS WHEREOF, this instrument is executed on this the day ofu, , 2004. WALLIN FAMILY INVESTMENTS, L.P., a Texas limited partnership By: Wallin Management Company, L.L.C. General Partner By: Vernell Sue Bradley, Manager By: Jimmy R. Wallin, Manager 2 Acknowledgment State of Texas County of Williamson 124.1.k This instrument was acknowledged before me on this the day of , 2004 by Vernell Sue Bradley, and Jimmy R. Wallin, Managers of Wallin Management Company, L.L.C., a Texas Limited Liability Company, General Partner of WALLIN FAMILY INVESTMENTS, L.P., a Texas limited partnership, on behalf of said limited partnership. LISA PRICHARD MY COMMISSION EXPIRES -63,•• ,••ti. July 2, 2007 Notary , Ste of Texas PREPARED IN THE OFFICE OF: Sheets & Crossfield, P.C. 309 East Main Round Rock, Texas AFTER RECORDING RETURN TO: Austin Title Company 101 E. Old Settlers Blvd. Suite 100 Round Rock, Texas 78664 0.104 Acre Tract Rudolph Wallin Parcel 5-A Page 1 of 3 EXHIBIT iI\ DESCRIPTION 714`I-bti' FOR A 0.104 ACRE (4,548 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, I'hXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.104 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a calculated point on the north right-of-way line of County Road 113 (Kiphen Road - prescriptive ROW varies) for the southeast corner and POINT OF BEGINNING hereof, said point being located N 09° 04' 58" W a distance of 1.46 feet from a '/2" iron rod found for the southwest corner of a called 2.0 acre tract of land as described in that deed to Jimmy R. and Katherine R. Wallin and recorded in Volume 688, Page 322 of the Official Records of said county; THENCE crossing said 152.38 -acre tract, the following four (4) courses: 1. with the north right-of-way line of said County Road 113, S 69° 22' 25" W a distance of 531.20 feet to a Baker-Aicklen capped %z" iron rod set for the southwest corner hereof, 2. with the arc of a curve to the right, having a radius of 115.00 feet, an arc length of 43.89 feet, a central angle of 21° 52' 03", and a chord which bears N 58° 20' 03" E a distance of 43.63 feet to a Baker-Aicklen capped '/2" inch iron rod set for a point of tangency hereof, 3. N 69° 16' 04" E a distance of 490.28 feet to a Baker-Aicklen capped %z" inch iron rod set in the west line of said 2.0 -acre tract, for the northeast comer hereof, and 0.104 Acre Tract Rudolph Wallin Parcel 5-A Page 2 of 3 4. with the west line of said 2.0 -acre tract, S 09° 04' 58" E a distance of 9.45 feet to the POINT OF BEGINNING and containing 0.104 acre (4,548 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. I, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 ence A. Hunt jy 06. egistered Professional and No. 4328 — State of Texas Job Na: 1171-2-001-21 Filename: W:\PROJECTS\CR-113\ROW\MErES AND BOUNDS\PARCEL 5-ADOC ZcriZ eyor 2QQv w1 QOnU 4.1 w ato 3 aj ( W h J?W�t �a (r)o Wo w U 0 O c� W m W COO h of (0 1- J .'�. OwQO ori Z W -J CC U W CL N 0 ":-ii 4� z0►0 j0cc -)I- F- W A O� Y ZQ QQ W O aW 4• !-ci) OZ VOO0 Oi N ▪ -6Z H Id Cr 0 CI tr Cr F2 Nx a O F- U J -W Ua (-) O4- C> • o d to Z Zd Yei Ow '0 II 0 Y• ENGINEERS/SURVEYORS i m U W i1) O O CON h 22 F- O M O N h (.3 U o) O M) 0 O 0 0 0 h w CO 22 U w:\PROJECTS\CR-113\ROW\DWG\PARCEL 5-A,dvp (PAGE 3J December 06, 2002 - 1:0Ipm 0.202 Acre Tract Rudolph Wallin Parcel 5-B Page I of 3 DESCRIPTION FOR A 0.202 ACRE (8,812 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED 1N VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.202 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 1/2" iron rod found on the north right-of-way line of County Road 113 (Kiphen Road - prescriptive ROW varies) for the southwest corner of a called 2.0 acre tract of land as described in that deed to Jimmy R. and Katherine R. Wallin and recorded in Volume 688, Page 322 of the Official Records of said county, for the southwest corner and POINT OF BEGINNING hereof; THENCE crossing said 152.38 -acre tract, the following five (5) courses: 1. with the east line of said 2.0 -acre tract, N 09° 04' 58" W a distance of 17.85 feet to a Baker-Aicklen capped 1/2" iron rod set for the northwest corner hereof, 2. with the arc of a curve to the right, having a radius of 3844.72 feet, an arc length of 61.74 feet, a central angle of 00° 55' 12", and a chord which bears N 70° 35' 22" E a distance of 61.74 feet to a Baker-Aicklen capped 1/2" inch iron rod set for a point of tangency hereof, 3. N 71° 02' 58" E a distance of 376.00 feet to a Baker-Aicklen capped 1/2" iron rod set for the northeast corner hereof, 4. S 18° 57' 02" E a distance of 15.15 feet to a Baker-Aicklen capped 1/2" inch iron rod set the north right-of-way line of said County Road 113, for the southeast corner hereof, and 0.202 Acre Tract Rudolph Wallin Parcel 5-B Page 2 of 3 5. with the arc of a curve to the right, having a radius of 4679.53 feet, an arc length of 440.97 feet, a central angle of 05° 23' 57", and a chord which bears S 700 40' 07" W a distance of 440.80 feet to the POINT OF BEGINNING and containing 0202 acre (8,812 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. 1, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 rence A. Hunt_ _1. egistered ProfesSioiia No. 4328 — State o Job No.: 1171-2-001-21 Filename: W:\PROJECTS\CR-113\ROWIMETES AND BOUNDS\PARCEL 5-B.DOC DESCRIPTION ACCOMPANY 1- o o0cn Z Q a coJ -J W U ti 0) 0 w C1 6E W m CO 3 It) O `3 O u0 o 0 a 0 2- 41 ? W N O h co O CC W co O J N U 1- -4 O U cc O O a Q cc cc W O ti Zti z W U Q0 W up g O O A (o W N N h 1I) O n- O O 0 'at A n '? CO M 0 0 O y h M N h 0 rn O a •t h A co Ns - N 0 O N t-_ x O ON C7 2� QM OZ Wit- ▪ U Quizo6 zz 33 �WJadp O� \ O coLa 2>O 1- 1= ). O v>4Q ►xuv3-- WOti t! 4 O >-xQWO OCA 0. M 1-3Jcn la. 1-4 4c ZE Q J P4 . I-- 7 k U o N U) O 0 4 Austin Title Company w;\PROJECTS\CR-113\ROw\OWG\PARCEL, 5-6.dwg (PAGE 31 D.c,mbrr 06, 2002 - I2:56pm FILED AND RECORDED OFFICIAL PUBLIC RECORDS 2004052038 07/02/2004 08:47 AM ALLEN $16.00 NANCY E. RISTER, COUNTY CLERK WILLIAMSON COUNTY, TEXAS EXECUTED DOCUMENT FOLLOWS Austin Title f`:I rs i hN II 1111 1111 III IIIIII 111111111 III AFFIDAVIT REGARDING DEBTS AND TAXES STATE OF TEXAS § COUNTY OF thr-'Y § 11 AFF 2 PGS 2004052038 BEFORE ME, the undersigned authority, on this day personally appeared Jimmy R. Wallin, and, after being duly sworn, upon his oath states: "My name is Jimmy R. Wallin. Rudolph Gust Wallin died on September 30, 2002. I am the Independent Executor of the Estate of Rudolph Gust Wallin, Deceased, pending in Cause No.02-0437-CP3 in the County Court at Law Number Three of Williamson County, Texas." "All debts and expenses of the estate have been paid, and while the Federal Estate Tax Return and Texas State Inheritance Tax Return were filed in this estate, no taxes have been payable either to the federal government or the state government. The Federal Estate Tax Closing Letter for said Estate was received on December 1, 2003 from Ms. Susan Hansen, IRS Field Director of the Cincinnati Compliance Service Center, and a letter from the Texas Comptroller's office regarding completion of their examination of the Texas Inheritance Tax Return was received on July 1, 2003." SIGNED AND DATED this �" day of vet , 2004. de. wdia. my R. Wallin SUBSC :ED, SWORN TO, AND ACKNOWLEDGED BEFORE ME BY Jimmy R Wallin, this � • ay of 3U..V , 2004, to certify which witness my hand and seal of office. LISA PRICHARD MY COMMISSION! EXPIRES July 2, 2007 Affidavit Regarding Debts and Taxes _Qi)_Q ,ri-!11?c?J Notary iW. ic, Sta e of Texas After Recording Return To: Austin Title Co. 101 E. Old Settle Blvd. SteRound Roc k 00 TX 78664 itie Cornpany. Wallin.6187-001 FILED AND RECORDED OFFICIAL PUBLIC RECORDS 2004052036 07/02/2004 08.47 AM ALLEN $32.00 NANCY E. RISTER, COUNTY CLERK WILLIAMSON COUNTY, TEXAS EXECUTED DOCUMENT FOLLOWS Austin Ti C�, N THE STATE OF TEXAS COUNTY OF WILLIAMSON 111111111111111111111111111111111 DRAINAGE EASEMENT IIIIIIIIIIIIIIIIIII ,s:TGS KNOW ALL BY THESE PRESENTS: 1 2004052037 That WALLIN FAMILY INVESTMENTS, L.P., a Texas limited partnership, and their successors and assigns, hereinafter referred to as Grantor (whether one or more), for and in consideration of the sum of Ten and No/ 100 ($10.00) Dollars cash in hand paid and other good and valuable consideration paid to Grantor by CITY OF ROUND ROCK, TEXAS, its agents and assigns, hereinafter referred to as Grantee, receipt of which consideration is hereby acknowledged, has GRANTED, SOLD and CONVEYED, and by these premises does hereby GRANT, SELL and CONVEY unto Grantee a perpetual easement interest in, on, over, upon, above and across the below - described property: 0.080 of an acre, more or less, out of the WILLIS DONAHO SURVEY, ABSTRACT NO. 173, Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit "A" attached hereto and made a part hereof. The perpetual easement, rights and privileges herein granted shall be used for the purposes of opening, constructing and maintaining a permanent drainage easement, along with any structures which may be necessary to facilitate the proper drainage of the adjacent property and roadway facilities, in, along, upon and across said premises described in Exhibit AA @ together with the right and privilege at all times of the Grantee herein, its agents, employees and representatives of ingress and egress to and from said premises for the purpose of making any improvements, modifications or repairs which the City deems necessary. The perpetual easement, right-of-way, rights and privileges herein granted shall also encompass the right of Grantee to trim, cut, fell and remove therefrom all trees, underbrush, vegetation, and obstructions, structures or obstacles within the limits of the Property, but only such as necessary to carry out the purposes of the easement; reserving to the landowners and their heirs and assigns, however, all such rights and privileges as may be used without interfering with or abridging the rights and purposes of the easement herein acquired by Grantee. Grantee shall indemnify Grantor against any loss and damage which shall be caused by the exercise of the rights of ingress and egress or by any wrongful or negligent act or omission of Grantee's agents or employees in the course of their employment. Grantee shall be responsible for the correction of, or compensation for, any damage to Grantor's property which is the result of actions outside the granted purposes of this easement. C:\DOCUMENTS AND SETTINGS\TXAUMW I\LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLK9\WALLIN--KIPHEN DRAINAGE EASEMENT (6-28-04) (00069108).DOC k -oz 03-11- 1/PZ TO HAVE AND TO HOLD the same, in perpetuity, in and to Grantee, and its successors and assigns, together with all and singular all usual and customary rights thereto in anywise belonging, and together with the right and privilege at any and all times to enter said premises, or any part thereof, for the purpose of constructing or maintaining said utilities and drainage and for making connections therewith. And Grantor does hereby bind his heirs, executors, administrators and assigns to WARRANT AND FOREVER DEFEND, all and singular, the said premises unto City of Round Rock, Texas, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. The perpetual easement, right-of-way, rights and privileges granted herein are exclusive, and Grantor covenants not to convey any other easement or conflicting rights within the premises covered by this grant, without the express written consent of Grantee, which consent shall not be unreasonably withheld. EXECUTED on this the ( day of /LC-U.Q , 2004. GRANTOR: WALLIN FAMILY INVESTMENTS, L.P., a Texas limited partnership By: Wallin Management Company, L.L.C. General Partner By: Vernell Sue Bradley, Manager By: Jimmy R. Wallin, Manager 2. Acknowledgment State of Texas County of Williamson This instrument was acknowledged before me on this the day of J Lute- - , 2004 by Vernell Sue Bradley, and Jimmy R. Wallin, Managers of Wallin Management Company, L.L.C., a Texas Limited Liability Company, General Partner of WALLIN FAMILY INVESTMENTS, L.P., a Texas limited partnership, on behalf of said limited partnership. LISA PRICHARD MY COMMISSION EXPIRES Jury 2, 2007 Nota "s' ublic, / tate of Texas PREPARED IN THE OFFICE OF: Sheets & Crossfield, P.C. 309 East Main Round Rock, Texas AFTER RECORDING RETURN TO: Austin Title Company 101 E. Old Settlers Blvd. Suite 100 Round Rock, Texas 78664 3. 0.080 Acre Tract Rudolph Wallin Drainage Easement "C' Page 1 of 3 o D EXIJIBIT DESCRIPTION FOR A 0.080 ACRE (3,500 SQUARE FOOT) TRACT OF LAND SITUATED IN THE WILLIS DONAHO SURVEY, ABSTRACT NO. 173, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 152.38 ACRE TRACT OF LAND AS DESCRIBED IN THAT DEED TO RUDOLPH WALLIN AND RECORDED IN VOLUME 450, PAGE 114 OF THE DEED RECORDS OF SAID COUNTY, SAID 0.080 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING FOR REFERENCE on a broken TxDOT Type I concrete marker found for the southeast comer of a called 0.983 acre tract (Aland as described in that deed to the City of Round Rock and recorded in Document No. 2001044952 of the Official Records of said county; THENCE crossing said 152.38 -acre tract, the following three (3) courses: 1. in part across a called 33.302 acre tract of land as described in that deed to the State of Texas and recorded in Volume 1970, page 515 of the Official Records of said county, in part with the south line of said 0.983 -acre, S 68° 02' 26" W, pass a %2" iron rod found for the southwest corner of said 0.983 -acre tract at a distance of 975.45 feet and continuing for a total distance of 1088.63 feet to the southeast comer of a called 1.018 acre tract of land as described in said deed to the City of Round Rock and recorded in Document No. 2001044952 of the Official Records of said county, 2. with the east line of said 1.018 -acre tract, N 050 57' 56" E a distance of 60.86 feet to the northeast comer of said 1.018 -acre, and 3. with the north line of said 1.018 -acre tract, S 68° 48' 20" W a distance of 251.15 feet to the southeast comer and POINT OF BEGINNING hereof; THENCE continuing across said 152.38 -acre tract the following four (4) courses: 1. S 68° 48' 20" W a distance of 70.00 feet to a point for the southwest corner hereof, 2. N 21° 11' 09" W a distance of 50.00 feet to a point for the northwest comer hereof, 0.080 Acre Tract Rudolph Wallin Drainage Easement "C" Page 2 of 3 3. N 68' 48' 20" E a distance of 70.00 feet to a point for the northeast comer hereof, and 4. S 21' 11' 09" E a distance of 50.00 feet to the POINT OF BEGINNING and containing 0.080 acre (3,500 square feet) of land. Bearing basis is grid north for the Texas Central Zone NAD 83/93 HARN, per GPS survey performed during May, 1997. I, Lawrence A. Hunt, 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 described herein and depicted on the attached Sketch of Description was determined by a survey made on the ground during the month of September, 2002, under my direction and supervision. BAKER-AICKLEN & ASSOC., INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 ence A. Hunt egistered Professional No. 4328 — State 'of Te - s _ Job No.: 1171-2-001-21 Filename: W:\PROJECTS\CR-1131ROWWMErES AND BOUNDS\EASEMENT C.DOC Surveyor _t VT 10- o'Ff) LAWRENCE A. HUNT � 4328 o-:• Q�- Q�-'o'Ess'0. 4 .cS U - rr0 rrV�� C1 q V -) J c) W q I Li O Z J w 02 m1- OQ crW\ W O Q O Q Z� -o 2 2 0 j O 0 0 3 -0 Q ( v O ral 0 y 104 w 0 a� 0 L1 N U P4 O r. 0 zwtri C4 �( Q.� t� ow aw 3 3 N � ot- oo S1S ;fid 1181HX3 Ob ZOF FF - 0z61 -70A SVX31 _1p Hbd 0377tr0 31trlS 0 N 3 Q ti ' 3 Q 0 CO Ct O ! W rY=0N O 0 0 2 tr W O ZD O M JCt a-- QO 4.0 UO O 0 r 0 > Cc - N >_t-0 UQ2 U o 0 0 0 U ti CO O 2 m W 2 0 O O J 0 O O h N 2 N J 0 O O W O CO oa t0 2 J 0 O O h W N co J O d0 t0 t7 J 0 `n CO O 0 CO to t0 J +O1181HX3 Sls 3 V 00C1'0 - O161 -70^ S VX31 3O Hr`1 0377y0 -31 d1 S 97 N E. Z 3 Z =0=4 0 OW 0,01 4 (.0� 0 11)o � Q n30 L2 0 a 0 0 Ct W Ct U Q 2 �), �O W U it • O I-1/2" IRON PIPE FOUND cc Q ' Z 00-6 ye v0 t_r 4c u z oc O 0 0 Austin Title Company Zo 0 i- QU Y1gd w w Z am 2 W Ir41 E M N N 0 0 0 a U •• W v a z ctW r, W 0 M K y W O a 3 FILED AND RECORDED OFFICIAL PUBLIC RECORDS 2004052037 07/02/2004 08:47 AM ALLEN $26.00 NANCY E. RISTER, COUNTY CLERK WILLIAMSON COUNTY, TEXAS