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R-01-08-02-4A - 8/2/2001 RESOLUTION NO. R-01-08-02-4A WHEREAS, the City desires to acquire an approximately 1 . 54 acre tract of land for additional right-of-way for the South Mays Extension Project, and WHEREAS, RMR-Round Rock, L. P. , the owner of the property, has agreed to sell said property to the City, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Real Estate Contract with, RMR-Round Rock, L. P. for the purchase of the above described property, a copy of said Real Estate Contract being attached hereto and incorporated herein for all purposes . The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act . RESOLVED this 2nd day of Au st, 20 T A. TLUKA, R. , Mayor P/TTNCity of Round Roc , Texas ST: LAWM—Aw—J JO E LAND, City Secretary ::ODMA\WORLDOX\O:\WDOX\RESOLUTI\00008221.WPD/sc REAL ESTATE CONTRACT State of Texas County of Williamson THIS CONTRACT OF SALE ("Contract") is made by and between RMR-ROUND ROCK, L.P. , (referred to in this Contract as "Seller") and the CITY OF ROUND ROCK, a Texas Home Rule City of 221 E. Main St . Round Rock, Williamson County, Texas (referred to in this Contract as "Purchaser") , upon the terms and conditions set forth in this Contract. ARTICLE I PURCHASE AND SALE By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, that certain parcel of land containing approximately 1. 54 acres of land situated in Williamson County, Texas, being more particularly described 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") , together with any improvements, fixtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2 . 01. The purchase price for the Property shall be the sum of Seven Hundred Twenty-four Thousand Four Hundred Eighty-five and 60/100 Dollars ($724, 485 .60 . ) Payment of Purchase Price 2 . 02 . The Purchase Price shall be paid in cash at the closing. 0:\wdox\CORK\transprt\southmay\r=\realest\00006996.WPD/sls 1 ARTICLE III PURCHASER'S AND SELLER'S OBLIGATIONS Conditions to Purchaser' s Obligations 3 . 01. Georgetown Title Company, Inc. (the "Title Company") of 702 Rock St. Georgetown, Texas 78627, has previously issued a preliminary title report (the "Title Commitment") a copy of which is attached hereto as Exhibit "B. " Purchaser hereby gives Seller written notice that it has objections to some of the exceptions indicated on the Title Commitment as follows : Schedule C. items number 5, 8, 9 and 10. Seller agrees to eliminate or modify the foregoing unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller is unable, or unwilling to do so within twenty (20) days from date hereof, this Contract shall thereupon be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the Title Company to Purchaser. ARTICLE IV CLOSING The closing shall be held at the Title Company on or before August 10, 2001, or three (3) days following Purchaser' s acceptance that the unacceptable matters set out in 3 . 01 will be eliminated or modified to its satisfaction, or at such time, date, and place as Seller and Purchaser may agree upon (which date is herein referred to as the "closing date") . Seller' s Obligations 4 . 01 . At the closing Seller shall : (a) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (i) General real estate taxes for the year of closing and subsequent years not yet due and payable; (ii) Any exceptions approved by Purchaser in writing. (b) Deliver to Purchaser a Texas Owner' s Title Policy at Seller' s sole expense, issued by the Title Company, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser' s fee simple title to the Property subject only to those title exceptions listed above, such 2 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. (c) The aforesaid Special Warranty Deed will include provisions that it is being delivered in lieu of condemnation. Purchaser' s Obligations 4 . 02 At the Closing, Purchaser shall pay the cash portion of the purchase price. Prorations 4 . 03 General real estate taxes for the then current year relating to the Property, shall be prorated as of the closing date and shall be adjusted in cash at the closing. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation. All special taxes or assessments to the closing date relating to the Property and then due and payable, shall be paid by Seller. Purchaser will bear the burden of paying any rollback taxes, if any, resulting from a change of use of the Property. Closing Costs 4 . 04 All costs and expenses of closing in consummating the sale and purchase of the Property shall be borne and paid as follows: Owner' s Title Policy paid by Seller; Filing fees for deed paid by Purchaser; Filing fees for release (s) paid by Seller; Title curative matters, if any, paid by Seller; Attorney' s fees paid by each respectively. ARTICLE V REAL ESTATE COMMISSIONS Seller will be solely responsible for all real estate brokerage commissions due to any brokers representing the Seller. 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 the 3 Title Company, the sum of One Thousand Dollars ($1, 000. 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 VIII hereof. At the closing, the Escrow Deposit shall be paid over to Seller and applied to the cash portion of the purchase price, provided, however, that in the event the Purchaser shall have given written notice to the Title Company that one or more of the conditions to its obligations set forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, in the manner and as 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, or the failure of any condition to Seller' s obligations provided herein, Purchaser may, as its sole and exclusive remedy, either: (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 (1) bring suit for damages against Purchaser; or (2) bring suit for specific performance, or (3) receive the Escrow Deposit from the Title Company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller' s sole remedy hereunder in such event. ARTICLE IX MISCELLANEOUS Assignment of Contract 9. 01 . (a) This Contract may not be assigned without the express written consent of Seller. Regardless of the foregoing, Purchaser may assign this Contract to the Round Rock Transportation Development Corporation. 4 Survival of Covenants (b) Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. Notice (c) Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth opposite the signature of the party. Texas Law to Apply (d) This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas . Parties Bound (e) This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. Legal Construction (f) In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded (g) This Contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. Time of Essence (h) Time is of the essence in this Contract . 5 Gender (i) Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Memorandum of Contract (j ) Upon request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. Effective Date (k) This Contract shall be effective as of the date it is approved by the City Council, which date is indicated beneath the Mayor's signature below. SELLER: RMR-ROUND ROCK, L.P. By: its Date: 2001 PURCHASER: CI OF OUND RO TEXAS B obert A. Stluka Jr. , Mayor 221 E. Main Street Round Rock, Texas 78664 Q� Date: u'a'0I 6 July 1, 1999,JOB NO. 1.04313-10002,FIELD NOTE No.42R MAYS STREET RIGHT-OF-WAY, 1.54 ACRES OUT OF 9.968 ACRES TO CAPPS RENT-A-CAR INC. DOC NO,97209W OFFICIAL RECORDS OF WILLIAMSON COUNTY,TEXAS FIELD NOTES FOR PARCEL 1 A DESCRIPTION OF A 1.54 ACRE TRACT OF LAND IN THE ASA THOMAS SURVEY ABSTRACT NO. 609, IN WILLIAMSON COUNTY TEXAS BEING A POR';'IOF 9.968 ACRE TRACT CONVEYED TO CAPPS REM'A-CAR A INC, AS R ON ON OF D XAS UNDER DOCUMENT NUMBER 9720930 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY TE , SAME BEING A CALL 10.00 ACRE TRACT CONVEYED TO G:KING AND HAZEL KING AS RECORDED IN VOLUME 395 PAGE 517 OF THE DEED RECORDS OFWILLIAMSON COUNTY, TEXAS, SAID 1.54 ACRE TRACT OF LAND, WITH ACCOMPANYIN(3 SKETCH IS MORE PARTICULARLY DESCR13ED LAY METES AND BOUNDS AS FOLLOWS: BEGINNING, at a 5/8,.inch iron pipe found at the northwest comer of a call 10.00 acre trail conveyed to G.King and Hazel K,ng and recorded in Volume 395 Page 517 of the Williamson County Deed Records, being the northwest comer of a call 9.968 acre tract as recorded in Doe. No. 9720930 of the Williamson County Plat Records,same being the southwestcomer of the South Park A n as recorded in Volume Willia 4 Page 19 of the mson County Plat Records, and being in the east right-of way line of MtersTate Highway 35 (US Hwy 81). from which a 3(8* inch Iron pipe found being the northeast of the said 9.968 acre tract bears N 70°30'00 E 8 &TI feet, THENCE leaving the said east right of way one of Interstate Highway 35(US Hwy 81),and with the south Tine of the said South Park Addition N ?0''30'00" E 220.75 feet to a 112' Md ir►ctt Se being the northeast comer of the herein descnbed tract, THENCE leaving the said south line of the South park Addition,and using the said!u_%a soca tsaA the following two(2)courses: 1. S 2603526-E 356.18 feet to a 36 inch iron rod set at the Point Of Curvature of a curve to the right, 2.with the arc of said curve to the right passing at 99.02 feet the south Tine of the said 9,.068 acre tract,in BA 99.93 feet, to a 1/2" inch iron rod set in the south line of the said 1000 acre track and being the southeast comer of the herein described tract, said curve hawing a central angle of 07`38'04",a radius of 750.00 feet,and a chord beating S 22°4623-E 99.86 feet, THENCE with the said south line of the saidl t3:00 acre tract S 70°29'30"W 100A1 feet to a 112"inch iron rod set in the arc of a curve to the Left,and being the southwest comer of the herein descibed tract, THENCE departing the south line and crossing the said 9.968 acre tract the following four(4)courses: 1.with the arc of said curve to the left passing at 0.31 feet.the south line of the said 9.968 acre tract.in all 87.57 feet. to a 1/2° inch iron rod set at the Point of Tangency, said curve having a centra! angle of 0 43'10",a radius of 650.00 feet,and a chord bearing N 22°43,60"W 87.51 feet. 2. N 26035,25" W 16;2.57 to a 1/2"inch iron rod set at the Point of Curvature of a curve to the left. EXHIBIT &vvv cj:v.i Y.AA 51Z 2383361 PINNACLE GROUPGB On 3. with the aro of said curve to the left passing through a central angle of 91°29'51"to a 1/'2"inch iron rod set at the Point of Tangency, said curve having a radius of 83.00 feet, an arc length of 132.55 feet, and a chord bearing N 72°20'21'W 116.90 feet, 4.S 61'54'44' W 84.83 feet to a 112'inch iron rod set in the west line of the said 9.968 acre the 10.00 acre tract, and the east right-of-way line of interstate Highway 35 (US tract, being westerly comer, Hwy 81}, being the most THENCE with the said.east right-of.way line Interstate H 35 feet to the POINT OF BEGINNING and containing,1.54.acres of landtrnore US less. H���"W 153.02 THE STATE OF TEXAS COUNTY OF TRAVIS KNfJ M BY ALL THESE MEN PRESENT- That 1. David P. Carr, 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 was determined by a survey made on the ground during November, 1098 under my d►recction and supervision. A.D. WtTN€SS MY HAND AND SEAL at Austin,Travis County, Texas this the 2nd day of duly 1993 Earth Tech 811 Bartonr Suite 400 � in�Road •• PAUL �••••....,..:.. . David P.Carr Austin,Texas 78704 •.M CM Registered Professional Land Surveyor c•.0 3997 Q,. No.3997-State of Texas yo;MR�q � Y . 1V�L3f zvuu z3:UJ riA 512 2383361 • PINNACLE GROUPGB FA�R�-�`t�E Q� SOUTH ADDITION 18 VOL. 4. PG. 19 %9 $Nso W.C.P.R. 3/8" IPF � � 6EPR,agB?1 N - co 01 ZZ m O' 200' 3p�• ppP�OINT OF C p - ��2Zo�5 SCALE OG C 5/3" IPF f_54 AC. z PARCEL w �►u: N �• � CAPPS RENT-A-CAR, INC. f t _ 9.968 AC. p�L ,k#"� Odto=9179'5f' DOC: 9720930 c�C� y6. $' R-93.00' 9 5' `� 7 9 of 4 " cemN72�o'2f'w , O � IYA 5- IL .� N• 5A P Delto=0r3 O4' 0 o N x C8=S22 4623`£ m x EW to-07'43'10' C-99.86' a `'z R=650.00' LC8jN22'43'S0'YY• .. •• CITY OF ROUND 0.9. ROCK 0.25 AC. 05% VOL 818, PG, 28 la 00 _ G.V3g5 PG. 51TCAR. yNG LOT 1 e-�67z��a CORRIDOR PARK if 'a CAB. G. SLIDE 136 W,C.P,R, HORACE R. LEIGH LEGEND 4.00 AC. Q 'RON P1PE roUND VOL_ 439, PG 584 i IRC" XCV F01WD W_C.D.R, O IRON ROD SET THIS SURVEY WAS PERFORMED WITHOUT THE BENEFIT OFA �— CH'N UW FENCE TITLE COMMITMENT. -NO ADDITIONAL RESEARCH WAS PERro RMED x- B�tRBEU FENCE 8Y EARTH TELIC -'C'P'R- "Ul"SON COUNTY PLAT RECORDS w.C.a.R. WLLt"SON COUNTY DEED RECORDS DRN T.Y. 7-1-44 E A A T H � 13n SURVEY OF T i C � F1LEuA�: 104313ft 2.54 ACS. •" '= Tom= �s�a j-_M 400 IN THE ASA THOMAS SURVEY .usTn, -ttw F1ElD NOTE f1E10 800K t5��).7-65M42RABS. 609 WILLIAMSON, COUNTY TEXAS Exhibit "B" Title Commitment 8 SCHEDULE A Commitment No. Effective Date of Commitment: March 07 2000 5 p GF No.or File No. Issued: 19 OV22 m GF 00044882 04 March 24 2000y 19 o'clock m 1. The policy or policies to be issued are: (a) OWNER POLICY OF TITLE INSURANCE(Form T-1) (Not applicable for improved one-to-four family residential real estate) Policy Amount:$ SUBJECT TO AP'P'ROVAL PROPOSED INSURED: CITY OF ROUND ROCK (b) TEXAS RESIDENTIAL OWNER POLICY OF TITLE INSURANCE —ONE-TO-FOUR FAMILY RESIDENCES(Form T-1 R) Policy Amount:$ PROPOSEDINSURED: (c) MORTGAGEE POLICY OF TITLE INSURANCE(Form T-2) Policy Amount:$ PROPOSEDINSURED Proposed Borrower. (d) MORTGAGEE TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN(Form T-13) Binder Amount:$ PROPOSED INSURED: Proposed Borrower: (e) OTHER Policy Amount:$ PROPOSEDINSURED: 2. The interest in the land covered by this Commitment is: FEE SIMPLE 3. Record title to the land on the Effective Date appears to be vested in: RMR-ROUND ROCK, L.P. 4. Legal description of land: 1.54 acres of land, more or less, out of the ASA THOMAS SURVEY, Abstract No. 609 in Williamson County, Texas, and being more fully described by metes and bounds in Exhibit "A" attached hereto and made a part hereof. NOTE: The Company does not represent that the above acreage or square footage calculations are correct. 58521Rev.1/1/93) Paget STEWART TITLE GUARANTYCOHTANY Commitment No. SCHEDULE B GF 00044882 04. EXCEPTIONS FROM COVERAGE In addition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, costs, attor- ney's fees, and expenses resulting from: Tw.A rAyrR.5Etngt*x;lcv gRtx.*k wo(r)dACOM 1 WilowMe lsr4eottue�i ea s e�si�a reK"jV9)0fftAXJL� II�1 7 �11��Cce 1f{9 f 2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements. 3. Homestead or community property or survivorship rights, if any of any spouse of any insured. (Applies to the Owner Policy only.) 4. Any titles or rights asserted by anyone, including, but not limited to, persons,the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b.to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or c.to filled-in lands, or artificial islands, or d.to statutory water rights, including riparian rights, or e.to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area. (Applies to the Owner Policy only.) 5. Standby fees,taxes and assessments by any taxing authority for the year years; and subsequent taxes and assessments by any taxing authority for prior years due to uent change in land usage or ownership,but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13priTexas Tax Code, or because of improvements not assessed for a previous tax year. * see below as 6. The terms and conditions of the documents creating your interest in the land. 7. Materials furnished or labor performed in connection with planned construction before signing and delivering the lien document described in Schedule A, if the land is part of the homestead of the owner. (Applies to the Mortgagee Title Policy binder on Interim Construction Loan only,and may be deleted if satisfactory evidence is furnished to us before a binder is issued.) 8. Liens and leases that affect the title of the land, but that are subordinate to the lien of the insured mortgage. (Applies to Mortgagee policy only.) 9. The following matters and all terms of the document creating or offering evidence of the matters (We must insert matters or delete this exception.): 10. Easement dated March 31 . 1926, from G. W. Asher to Lone Star State Poster Company recorded in Volume 227, Page 450, Deed Records, Williamson County, Texas. 11. Easement dated March 13, 1972, from Warren G. King to the City of Round Rock: , recorded in Volume 546, Page 672, Deed Records, Williamson County, Testas. 12. Wastewater easement dated December 16, 1988, from Carolyn S. Mein et al to City of Round Rock recorded in Volume 1782, Page 512, Official Records, as modified by Document No. 9711149, Official Records, Williamson County , Testas. Continued on nest page STEWA.RT TITLE® ^-^' n_Treue-nrry nnNr�n-nry GF 000448e'2' OR Attached to and made a part of Stewart Title Guaranty Company Policy No. Continuation of Schedule B 13. An unrecorded underground sewer line set out in exceptions on Exhibit "B" in deed dated May 8, 1997, from Carolyn Sue Tribble et al to Capps ,Rent-A-Car, Inc. , recorded under Document No. 9720930, Official Records, Williamson County , Texas. 14. The rights of Brushy Creek: Water- Control and Improvement District No. 1 to levy taxes and issue bonds. 15. Terms, provisions and conditions of any leases, not of record. 16. Rights of parties in possession. 17. Any visible and apparent easement, either public or private, the existence of which is not disclosed by the public records as defined herein, including, but not limited to, roads or utilities in use on the land, including taxes levied by Brushy Creek Water Control and Improvement District No. 1 . NOTE: If the Company is furnished a satisfactory current survey (and is paid the required premium where applicable) to amend its "area and boundary" exception, Company may except to encroachments and other matters reflected by the survey. If Company's requirements and guidelines are met, Company may add the following after the description of those encroachments that are acceptable risks; Company insures the insured against loss, if any, sustained by the insured under the terms of this policy by reason of a final , non-appealable judgment of a court of competent jurisdiction that orders the removal of this improvement because it encroaches over or into (describe applicable building line or easement) . Company agrees to provide defense to the insured in accordance with the terms of this policy if suit is brought- against the insured to require the removal of this improvement because it encroaches as herein stated. Page STEWART TITLE GUARANTY COMPANY Commitment No.: SCHEDULE C OF tc� r44882 ��4 Your Policy will not cover loss, costs, attorneys fees, and expenses resulting from the following require- ments that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued: 1. Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record. 2. Satisfactory evidence must be provided that: - no person occupying the land claims any interest in that land against the persons named in paragraph 3 of Schedule A, - all standby fees, taxes, assessments and charges against the property have been paid, - all improvements or repairs to the property are completed and accepted by the owner, and that all contractors, sub-contractors, laborers and suppliers have been fully paid, and that no mechanic's, laborer's or materialman's liens have attached to the property, - there is legal right of access to and from the land, - (on a Mortgagee Policy only) restrictions have not been and will not be violated that affect the validity and priority of the insured mortgage. 3. You must pay the seller or borrower the agreed amount for your property or interest_ 4. Any defect, lien or other matter that may affect title to the land or interest insured, that arises or is filed after the effective date of this Commitment. 5. Vendor' s lien retained in deed dated September 2.3, 1999 executed by Daystar Investment Partners, L.P. to RMR-Hound Rock, L.P. , recorded under Document No. 199966870, Official Public Records-, Williamson County, Texas, and being additionally secured by Deed of Trust of even date therewith executed by RMR-Round Rock , L.P. to M. Clay Bethell and William Scott Young, Trustee, and recorded under Document No. 199966871, Official Public Records, Williamson County , Texas, securing a note of even date therewith in the principal amount of $2,100,000.00, payable to the order of FIRST CITIZENS NATIONAL BANK, DYERSBURG, TENNESSEE, and subject to all of the terms, provisions and conditions of said deed of trust, including but not limited to any additional existing or future indebtedness also secured by said deed of trust. 6. We must be furnished a waiver as to the "rights of parties in Possession" exception. 7. Since this property is located in the Brushy Creed; Water Control and Improvement District No. 1 , we must be furnished the Notice to Purchaser as required by Section 49.452 of the Texas Water Code. This notice must be given to the purchaser prior to the final closing of the proposed transaction. 8. We must be furnished a copy of the limited partnership agreement on RMR-Round Rock, L.P. . and any amendments thereto for our examination prior to closing in order to determine who Continued on nest page STEWART TITLE GF 00044882 04 Attached to and made a part of Stewart Title Guaranty Company Policy No. Continuation of Schedule C is authorized to sign for said limited .partnership, and the opportunity to check: the general partners in the general index;. In addition , we must be furnished proof the limited partnership is in full force and effect. 9. The subject property is out of a tract of 10 acres which was conveyed to Warren G. King AND WIFE, HAZEL M. KING by deed dated May 1, 1954, recorded in Volume 395, Page 517, Deed Records, Williamson County, Texas. We find no probate or affidavit of heirship for Hanel M. King showing how her interest in the property was disposed of, however, the inventory in the estate of Warren G. King, Sr. in Probate #8863 and 8868 indicates he owned the property as his separate property, Prior to closing, we must be furnished evidence in recordable form showing that all persons inheriting from HAZEL M. KING have conveyed their interest in this property. 10. Applicant seller is Capps Rent-a-Car, Inc. Capps Hent-a-Car, Inc. , conveyed the 9.96 8 acres of which this is a part by deed dated July 6, 1998, recorded under Document No. 9851357, Official Records, Williamson County, Texas, to Daystar Investments. If Capps Rent-a-Car, Inc. , is the seller, further requirements will be made prior to closing. 11 . AT TIME OF CLOSING THIS PROPERTY MUST BE UPDATED BY THIS OFFICE, AT WHICH TIME FURTHER REQUIREMENTS AND/OR EXCEPTIONS MAY BE MADE. Page STEWART TITLE GUARANTY C()dIPA3Y 000CY Cwm*nent No.:C-5804- SCHEDULE D OF 00044882 04 The information contained in this Schedule(D)does not affect title to or the lien upon the land described in Schedule A hereof,to be insured in any policy(les)of title insurance to be issued in accordance with this Commitment. As to Stewart Title Guaranty Company,the Underwriter herein,the following disclosures are made: A-1. Shareholders owning, controlling or holding, either personally or beneficially, 10% or more of the lease Shares of Stewart Title Guaranty Company as of the last day of the year preceding the date hereinabove set forth are as follows: Stewart Information Services Corporation-1000/6 A-2. The members of the Board of Directors of Stewart Title Guaranty Company as of the last day of the year preceding the date hereinabove set forth are as follows: Carloss Morris, Stewart Morris, Stewart Morris, Jr., Malcolm Morris, Max Crisp, C.M. Hudspeth, Eugene Mohler, Bruce Belin and Nita Hanks. A-3. The four designated officers of Stewart Title Guaranty Company as of the last day of the year preceding the date hereinabove set forth are as follows:President:Malcolm S.Morris,Chairman:Stewart Morris,Jr.,Secretary:Sue M.Pizzitola,Treasurer.Ken Anderson,Jr. As to Georgetown Title Co. , Inc. (Title Insurance Agent),the following disclosures are made: B-1. Shareholders,owners,partners or other persons having,owning or controlling I%or more of Title Insurance Agent are as follows:. Claude A. Hays, Jr. B-2. Shareholders, owners, partners, or other persons having, owning or controlling 10%or more of any entity that has, owns,or controls 19°or more of Title Insurance Agent are as follows: B-3. If Title Insurance Agent is a corporation,the following is a list of the members of the Board of Directors: Cumberland e A. Hays, Jr. , Barbara A. Hays, David S. Hays and Michael S. B-4. If Title Insurance Agent is a corporation,the following is a list of its officers: Michael S. Cumberland, Barbara A. Hays and David S. Hays C-1. You are entitled to receive advance disclosure of settlement charges in connection with the proposed transaction to which this Commitment relates. Upon your request,such disclosure will be made to you.Additionally,the name of any person,firm or corporation receiving any sum from the settlement of this transaction will be disclosed on the closing or settlement statement. You are further advised that the estimated`title premium is: Owner Policy $ TO BE DETERMINED Mortgagee Policy $ Endorsement Charges $ Total $ TO BE DETERMINED Of this total amount$ 17,7 S $ ^' %(complete one only)will be paid to Stewart Title Guaranty Company; or %(complete one only)will be retained by Title Insurance Agent;and any remainder of the estimated'premium will be paid to other parties as follows: Amount Paid to Services $ or %(complete only one) $ or %(complete only one) $ or, %(complete only one) 'The estimated premium is based upon information furnished to us of the date of this Commitment for Title Insurance. Final determination of the amount of the premium will be made at closing in accordance with the Rules and Regulations adopted by the State Board of Insurance. 5855REV.10-31-92 STEWART TITLE Georgetown Title f onipany, Inc SPECIAL WARRANTY DEED South Mays Extension Right-of-Way CL THE STATE OF TEXAS § COUNTY OF WILLIAMSON § 0 r1i WHEREAS, the City of Round Rock, Texas is authorized to purchase land and such i other property rights deemed necessary or convenient for the construction, 0 expansion, enlargement, extension, improvement, or operation of a portion of r� the proposed South Mays Extension ("Project") ; and, 0 �-� 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, RMR-ROUND ROCK, L. P. , hereinafter referred to as Grantors, whether one or more, for and in consideration of the sum of Ten Dollars ($ 10. 00) and other good and valuable consideration to Grantors 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 : 1 . 54 acres of land, more or less, out of the ASA THOMAS SURVEY, Abstract No. 609 in Williamson County, Texas, and being more particularly described by metes and bounds in Exhibit "A" attached hereto and made a part hereof. Grantors reserve all of the oil, gas and sulphur in and under the land herein conveyed but waive all rights of ingress and egress to the surface thereof for the purpose of exploring, developing, mining or drilling for same; however, nothing in this reservation shall affect the title and rights of the City to take and use all other minerals and materials thereon, therein and thereunder. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded restrictions, reservations, covenants, conditions, oil, gas or other mineral leases, mineral severances, and other instruments, other than liens and conveyances, that affect the property; rights of adjoining owners in any walls and fences situated on a common boundary; any encroachments or overlapping of improvements; and taxes for the current year, the payment of which Grantee assumes. 00005329.W PD e 4 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 L3 day of 2001 . // RMR-ROUND ROCK, L. P. 8f'' I!'41R rH�c7rTl'/G�i�I" CaY�?ry i «c By: Prin ed Name: T i t l e: G5r/151'y Acknowledgments State of klemer 7eq,Net,4we County of This instrument was acknowledged before me on /� day of , 2001 by/�*Rr1Y, Rodes ; �/Y/GF M'i� i� �K- , ( Na �/%��a�'of RM ROUND ROCK, %, — p, L.P. , a — partnershion e alf of said partnership. 4'-,pr Notary Publi , State of Tye fir PREPARED IN TH �� 1 �� 55k' Sheets & Crossfield, P.C. 309 E. Main Round Rock, TX 78664 AFTER RECORDING RETURN TO: Georgetown Title Company, Inc. 1717 North Mays, Ste. 100 Round Rock, Texas 78664 2. RECORDERS MEMORANDUM All or parts of the text on this par was not clearly legible for satisfactory recordation. LJOJJVj YINNACL.K GKUUPGB 02 July 1, 1999,JOB NO. 1p4813-10002,FIELD NOTE No.42R MAYS STREET RIGHT-OF--WAY, 1.54 ACRES OUT OF 9.968 ACRES To T CAPPS RENA-CAR INC. DOC NO.9720M OFFICIAL RECORDS OF WILLIAMSON COUNTY,TEXAS FIELD NOTES FOR PARCEL 7 A DESCRIPTION OF A 1.54 ACRE TRACT OF LAND IN THE ASA THOMAS SURVEY ABSTRACT NO. 609, IN W�iNAMSON COUNTY TEXAS N3EtNG A N'ORTION OF A 9.968 ACRE TRACT' CONVEYED TO CAPPS RENT A-CAR INC, AS RECORDED UNDER DOCUMENT NUMBEfl 9720930 OF THE WILLIgMSON COUNTY OFFICIAL RECORDS OF CONVEYED TO W NVG Alt) WEL KING As�Rp D I10-00 0 L ACRE TRACT ME 396 PAGE 517 OF THE DEED RECORDS OF WILLlAMSON COUNTY, TEXAS. SAID 1.54 ACRE TfiA7' OF LAND, WITH ACCX)MPANYING SKETCH IS MORE PAATICUtAF#LY DE-SCREED By METES AND BOUNDS AS FOLLOWS: BEGINNING, at a 98'.inch Iron pipe found a#the northwest comer of a cap 10.00 acre tract con cin and Hazel IQV and recorded in Volume 395 Page 517 of the Williamson veyed to being tt�e northwest comer vt a cad 9:968 acre-tract as recorded in Doc. No. 9720M of the Williamson County Plat Records.same being the sst corner of the South Panic 4 Page 19 of the Williamson County.plat Records, and tae Addition as recorded in Volume Highway (US Hvv�►87). from which a.UN inch iron f i the east right-csf way *ne of k*erslate acre tract bears N TOW 00 E 888:71 feet, i ourid being the northeast of the said 9.968 THENCE leaving the said east right of way line of Interstate Highway 35(US Hwy 81),and with the rine of the said South Park Addition N 70°30'00" E 220.75 feet to a sour 112 lit rod set, being the northeast comer of the herein described tract; THENCE leaving the said south line of the South.Park Addition,and crossing tt�e said 9.368=6 tactthe fOWng two(2)courses: 1.S 2603525" E 356.18 feet to a 34 inch iron rod set at the point: Of Curvature of a curve to the right, 2.with the arc of said curve to the rigft all 99.93 feet, to a 112'. passing a#99.02 feet the south Nne of the said 9968 acre tact,in kick iron rod set in the south line of the said 1000 acre tracts and ��j the southeast.comer o4 the herein described tract. said curve havirg a central angle of 07'38'04".a radius of 760.00 feet, and a eixxd bearing S 23°46'23"E 99.86 feet, THENCE with the said south line of.the SW10_00 acre tract S 70°29'30"W IDD.01 feet to a 1/2"inch ion ; rod set in the arc of a curve to the left,and being the southwest corner of ft herein:descbed tract, THENCE departing the south Nine and crossing the said 9.968 acre tract the following four(4)courses: 1.with the arc of said curve to the Left passing at 0.31 feet the south line of the said 9.968 acre tract,in all 8747 feet. to a 112' WI.Ch wort rod Set at the Point of Tangency, said curve havinga central angle 43'YO",a radios of 656'00 feet,acrd a chord bearing N 2x43'60"W 8751 feet, of 07• 2. N 26035'25"W 162.57 to a 1/2"inch iron rod set at the Point of Curvature of a curve to the left, EXHIBIT 1 � i��cir cvvu z.r:u.S FAX 512 2383361 PINNACLE GROUPGB 003 3.with the arc of said curve to the left passing throvingugh a central rod set at the.Point of Tangency, said curve hae 91°29'51"to a 7f2`inch iron and a chord bearing N 7202M 0 W 1113.90 feet, a radius of 83.00 feet, an arc length 01 132.55 feet. 4.S 61054'44"W 94.83 feet to a M'inch iron rod set in the west line of the said 9.968 acre tract,tag the 10 acne tract, westerlyterly comer, arid the east rigf"t-way Ine Of fMerstate Highway 35(US HWY 81), being the most THENCE with the said.east right-of vay dine Int etstaie HOwaY 35 tU$Hwy 81)N 03'OSVr W 353 feet to the POINT OF BEGINNING and cor02 1.54 ac.m of Land more or less. THE STATE OF TEXAS COUNTY OF TRAVIS KNOWN BY ALL THESE MEN PRESENT desc Thst 1, David P. Carr,.a Registered Professional Land.Surveyor, do option is true and correct bu the best of m hereby�+�r that the above herein was determined I>y a survey made Of M ground and belief and that the property desar ed supervision. 9 November, 1398 under my dimcbm and WITNESS MY HAND AND SEAL at Austin, Travis County, Texas this the 2nd day of July 7993 A.D. Earth Tech '`• 011 Barton Springs Floud •............,...'.. David p_� Suite T Registered Professional Land Surveyor Austin.,Texas 787Q4 � ��'�• •'' 3997 f9R� *v;Q - No.3997-State of Texas Lo° '��q?.fit, lut«✓.Cr t)v 23:03 FAX 512 2383361 y PINNACLE GROUPGB X04 NE OR' SOUTH PARK �8 T_�,1Rt-P' ADDITION VOL. 4. PG. 19 W.C.P.R. 19 AR�NG ISS 3/8" IPF 6 20 6i g8$ in 8gg.25 N 22 •3D��� OD `1y-}0�'(O��OQe 0 50' 1 oo' 200' POINT OF _� �2Q15 SCALE SEG�MNVG S/8' IPF 1.54 AC. c FARM d► 0 �s 4• F CAPPS RENT—A—CAR, INC. 9.968 AC, kkk* Oeito.912wsr DOC: 9720930 R=83-00' rj�. A15 0.21'w fo ®=N C-118 90, aY1 i 001tc=07.3WO4' n c RE750.00• o h SP,:o . erg . 1 99 93' > CS-S22 46WE baa Ol to-0T43'10' C=99.86' R=650 W a A L-87_57' .• ... CITY OF ROUND ROCK VOL 818, PG, 28 10.00 �0 - c. �dN04,5AZELPO 51� � LOT 1 9�9 �fl CORRIDOR PARK if JECURDERS MEMORM 'Doc- CAB. G SURE 136 A!1 or puts of the text on this w C.P.R. pale w,�s not _ .. .. HORACE R. LEIGH LEGEND dearly legible for sadsf mry u=r&tion, 4.00 AC. Q IRON PIPE SOUND VOL. 439. PG 584 a/ we" Ran rmwv IRON Rao SET THIS SURVEY WAS PERFORMED WITHOUT THE BENEFIT OF.A x— CHAN tic FENCE 7i1LE COMMITMENT. NO ADDITION RESEARCH WAS PERFORMED e'�0 RNCE 8Y E^RTH TECH. wvC.P.R- "Ul"SON COUNTY PLAT RECORDS w CO-R. ++allarSON COLWTY MM RECORDS DR N T.7 7-1-99 E A !1 T H@) APP 0'C. 7-1-99 SURVEY OF T ` C Al FlIENwME: 1043131'1 1.54 ACS_ all= "°-sw •� IN THE ASA THOMAS SURVEY �!n�+ TtY+; >s�w-ttw FIELD NOTE FtElO BDOK ��'�� x'` 00 42RABS. 609 WILLIAMSON, COUNTY TEXAS AUG'-,"33-0.1' THU 04:06 PM GEORGETOWN TITLE RR FAX N0. 5122449138 P. 06/06 000 8 8--a w NOTICE TO PURCHASER OF REAL PROPERTY The real property,described below, which you are about to purchase is located in the Brushy-Creek_ Water Control and Improvement District No. 1.The district has taxing authority separate from an other taxing authority, and may,subject to voter approval,an unlimited amount of bonds and levy an unlimited rate of tax in payment of such bonds.As of this date,the rate of taxes levied by the district on real property located in the district is S-0- on each 100 of assessed valuation.If the district has not yet levied taxes,the most recent projected rate of debt service tax, as of this date, is S-0-on each 100 of assessed valuation.The total amount of bonds,which has been approved by the voters and which have been or may,at this date,be issued is S-0-and the aggregate initial principal amounts of all bonds issued for one or more of the specified facilities of the district any payablein whole or in part from property taxes is$-0-. The district has the authority to adopt and improve a standby fee on property in the district that has water, sewer,sanitary,or drainage facilities and services available but not connected and which does not have a home,building or other improvement located thereon and does not substantially utilize the utility capacity available to the property.The district may exercise the authority without holding an election on the matter. As of this date,the amount of the standby fee is S-0--.An unpaid standby fee is a personal obligation of the person that owned the property at the time of the imposition and is secured by a lien on the property.Any person may request a certificate from the district stating the amount,if any,of unpaid standby fees on a tract of property in the district The purpose of this district is to provide water,sewer,drainage,or flood control facilities and services within the district through the issuance of bonds payable in whole or in part from property taxes-The cost of those utility facilities is not included in the purchase price of your property,and these utility facilities are owned or to be owned by the district.The legal description of the property which you are acquiring is as follows: 1.54 acres of land,more or less,out of the ASA Thomas Survey,Abstract No.609 in Williamson County,Texas,and being more fully described by metes and bounds in Exhibit"A" attached hereto and made a part hereof. PURCHASER IS ADVISED THAT THE INFORMATION SHOWN ON THIS FORM IS SUBJECT TO CHANGE BY THE DISTRICT AT ANY TIME.THE DISTRICT ROUTINELY ESTABLISHES TAX RATES DURING THE MONTHS OF SEPTEMBER THROUGH DECEMBER OF EACH YEAR, EFFECTIVE FOR THE YEAR IN WHICH THE TAX RATES ARE APPROVED BY THE DISTRICT, PURCHASER IS ADVISED TO CONTACT THE DISTRICT TO DETERMINE THE STATUS OF ANY CURRENT OF PROPOSED CHANGED TO THE INFORMATION SHOWN ON THIS FORM. The undersigned purchaser hereby acimowledges receipt of the foregoing notice at or prior to execution of a building contract for the purchase of the real property described in such notice or at closing of pnrcbase of the real property. /U- G( Datc City of oun Roc . STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on by h L S Notary Public,State of Texas ROS.. _ A. EMY COMMISSION MEX ARES N Mey z Zoos cy do � FORM T-1 OWNER POLICY OF TITLE INSURANCE If YOU want information about coverage or need assistance to resolve complaints, please call our toll free number: 1-800-729-1902. If you make a claim under your palicy,you must furnish written notice in accordance with Section 3 of the Conditions and Stipulations. Visit our World-Wide Web site at: http://www,stewart.com OWNER'S POLICY OF TITLE INSURANCE ISSUED BY STEWART TITLE f + GUARANTY COMPANY t { SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND { } THE CONDITIONS AND STIPULATIONS, STEWART TITLE GUARANTY COMPANY, a Texas corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, t { sustained or incurred by the insured by reason of: { 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; t i 3. Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or material having its inception on or before { Date of Policy; 4. Lack of a right of access to and from the land. } 5. Lack of good and indefeasible title. { { The Company also will pay the costs, attorneys'fees and expenses incurred in defense of the title, as insured, but only to the extent { } provided in the Conditions and Stipulations. + IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused this policy to be signed and sealed by its duly authorized officers as of the date of Policy shown in Schedule A. } + { Chairman oft e Board i President + Countersigns: S T E WA R T TITLE } GUARANTY, COMPANY "AN + ;QhorVed Signatory q�' oApv { GEORGETOWN TITL CO. , INC. ' w p �"ompany N. 1908 0 } } Georgetown, Texas '� x'as } .+rriir✓aldlWN�td City,State } } EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which { ! arise by reason of: } } L (a) Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations)restricting,regulating, t { prohibiting or relating to(i)the occupancy,use,or enjoyment of the land;(ii)the character,dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) t i environmental protection,or the effect of any violation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement { } thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. } 1 (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or { } encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records of Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any { } taking that has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. } + 3. Defects,liens,encumbrances,adverse claims or other matters: (a) created,suffered,assumed or agreed to by the insured claimant; i (b) not known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the } + Company by the insured claimant prior to the date the insured claimant became an insured under this policy; + (c) resulting in no loss or damage to the insured claimant; t (d) attaching or created subsequent to Date of Policy; t } (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. + } 4. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of } { unmarketability of the title. 5. Any claim,which arises out of the transaction vesting in the person named in paragraph 3 of Schedule A the estate or interest insured by this policy,by reason of t + the operation of federal bankruptcy,state insolvency,or other state of federal creditors'rights laws,that is based on either(i)the transaction creating the estate or } 1 interest Insured by this Policy being deemed a fraudulent conveyance or fraudulent transfer or a voidable distribution or voidable dividend,(ii)the subordination or recharacterization of the estate or interest insured by this Policy as a result of the application of the doctrine of equitable subcoordinotion,or(iii)the transaction } + creating the estate or interest insured by this Policy being deemed a preferential transfer except where the preferential transfer results from the failure of the } Company or its issuing agent to timely file for record the instrument of transfer to the insured after delivery or the failure of such recordation to impart notice to a urchoser for value or a judgment or lien creditor. se No 0-5841 - 4 ,} Ct-lC1 � 581(Rev.10-1-97) ----- —. __ CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS. or defect is valid,the Company shall take one of the following actions: (i)institute The following terms when used in this policy mean: the necessary proceedings to clear the lien, encumbrance, adverse claim or defect (a) "insured": the insured named in Schedule A,and,subject to any rights or from the title to the estate as insured; (ii)indemnify the insured as provided in this defenses the Company would have had against the named insured, those who policy;(iii)upon payment of appropriate premium and charges therefor,issue to the succeed to the interest of the named insured by operation of law as distinguished insured claimant or to a subsequent owner, mortgagee or holder of the estate or from purchase including, but not limited to, heirs, distributees,devisees,survivors, interest in the land insured by this policy,a policy of title insurance without exception personal representatives, next of kin, or corporate, partnership or fiduciary for the lien, encumbrance,adverse claim or defect,said policy to be in an amount successors,and specifically,without limitations,the following: equal to the current value of the property or,if a mortgagee policy,the amount of (i) the successors in interest to a corporation resulting from merger or the loan; (iv) indemnify another title insurance company in connection with its consolidation or the distribution of the assets of the corporation upon partial or issuance of apolicy(ies) of title insurance without exception for the lien, complete liquidation; encumbrance, adverse claim or defect; (v) secure a release or other document (ii) the partnership successors in interest to a general or limited discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a partnership which dissolves but does not terminate; combination of(i)through(v)herein. (iii) the successors in interest to a general or limited partnership resulting 4 DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT TO from the distribution of the assets of the general or limited partnership upon partial COOPERATE. or complete liquidation; (a) Upon written request by the insured and subject to the options contained in (iv) the successors in interest to a joint venture resulting from the Section 6 of these Conditions and Stipulations, the Company, at its own cost and distribution of the assets of the joint venture upon artial or complete liquidation; without unreasonable delay,shall provide for the defense of an insured in litigation (v) the successor or substitute trustee(s�of a trustee named in a written in which any third party asserts a claim adverse to the title or interest as insured,but trust instrument;or only as to those stated causes of action alleging a defect, lien or encumbrance or (vi) the successors in interest to a trustee or trust resulting from the other matter insured against by this policy. The Company shall have the right to distribution of all or part of the assets of the trust to the beneficiaries thereof. select counsel of its choice(subject to the right of the insured to object for reasonable "insured claimant":an insured claiming loss or damage. cause)to represent the insured as to those stated causes of action and shall not be Jb) c) "knowledge"or"known": actual knowledge,not constructive knowledge or liable for and will not pay the fees of any other counsel. The Company will not pay notice that may be imputed to an insured by reason of the public records as defined any fees,costs or expenses incurred by the insured in the defense of those causes of in this policy or any other records which impart constructive notice of matters action that allege matters not insured against by this policy. affecting the land. (b) The Company shall have the right,at its own cost,to institute and prosecute (d) "land":the land described or referred to in Schedule A,and improvements any action or proceeding or to do any other act that in its opinion may be necessary affixed thereto that by law constitute real property. The term"land"does not include or desirable to establish the title to the estate or interest,as insured,or to prevent or any property beyond the lines of the area described or referred to in Schedule A,nor reduce loss or damage to the insured. The Company may take any appropriate any right, title, interest, estate or easement in abutting streets, roads, avenues, action under the terms of this policy,whether or not it shall be liable hereunder,and alleys,lanes,ways or waterways,but nothing herein shall modify or limit the extent shall not thereby concede liability or waive any provision of this policy. If the to which a right of access to and from the land is insured by this policy. Company shall exercise it rights under this paragraph,it shall do so diligently. (e) "mortgage": mortgage, deed of trust, trust deed, or other security (c) Whenever the Company shall have brought an action or interposed a instrument. defense as required or permitted by the provisions of this policy,the Company may (f) "public records": records established under state statutes at Date of Policy pursue any litigation to final determination by a court of competent jurisdiction and for the purpose of imparting constructive notice of matters relating to real property to expressly reserves the right, in its sole discretion, to appeal from any adverse purchasers for value and without knowledge. With respect to Section 1(o)(iv)of the judgment or order. Exclusions From Coverage, "public records" also shall include environmental (d) In all cases where this policy permits or requires the Company to prosecute protection liens filed in the records of the clerk of the United States district court for or provide for the defense of any action or proceeding,the insured shall secure to the the district in which the land is located. Company the right to so prosecute or provide defense in the action or proceeding, (g) "access" : legal right of access to the land and not the physical condition of and all appeals therein,and permit the Company to use,at its option,the name of access. The coverage provided as to access does not assure the adequacy of access for the insured for this purpose. Whenever requested by the Company,the insured,at the use intended. the Company's expense,shall give the Company all reasonable aid(i) in any action 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE. or proceeding,securing evidence,obtaining witnesses,prosecuting or defending the The coverage of this policy shall continue in force as of Date of Policy in favor of action or proceeding,or effecting settlement,and(ii)in any other lawful act that in an insured only so long as the insured retains an estate or interest in the land,or the opinion of the Company may be necessary or desirable to establish the title to the holds an indebtedness secured by a purchase money mortgage given by a purchaser estate or interest as insured. If the Company is prejudiced by the failure of the from the insured, or only so long as the insured shall have liability by reason of insured to furnish the required cooperation,the Company's obligations to the insured covenants of warranty made by the insured in any transfer or conveyance of the under the policy shall terminate, including any liability or obligation to defend, estate or interest. This policy shall not continue in force in favor of any purchaser prosecute,or continue any litigation,with regard to the matter or matters requiring from the insured of either(i)an estate or interest in the land,or(ii)an indebtedness such cooperation. secured by a purchase money mortgage given to the insured. 5. PROOF OF LOSS OR DAMAGE. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. In addition to and after the notices required under Section 3 of these Conditions The insured shall notify the Company promfly in writing (i) in case of any and Stipulations have been provided the Company,a proof of loss or damage signed litigation as set forth in Section 4(a) below or, (iifin case knowledge shall come to and sworn to by the insured claimant shall be furnished to the Company within 91 an insured hereunder of any claim of title or interest that is adverse to the title to the days after the insured claimant shall ascertain the facts giving rise to the loss or estate or interest, as insured, and that might cause loss or damage for which the damage. The proof of loss or damage shall describe the defect in, or lien or Company may be liable by virtue of this policy.Ifprompt notice shall not be given to encumbrance on the title, or other matter insured against by this policy that the Company,then as to the insured all liability of the Company shall terminate with constitutes the basis of loss or damage and shall state, to the extent possible,the regard to the matter or matters for which prompt notice is required; provided, basis of calculating the amount of the loss or damage. If the Company is prejudiced however,that failure to notify the Company shall in no case prejudice the rights of by the failure of the insured claimant to provide the required proof of loss or any insured under this policy unless the Company shall be prejudiced by the failure damage,the Company's obligations to the insured under the policy shall terminate, and then only to the extent of the prejudice. including any liability or obligation to defend,prosecute,or continue any litigation, When, after the Date for the Policy, the insured notifies the Company as with regard to the matter or matters requiring such proof of loss or damage. required herein of a lien,encumbrance,adverse claim or other defect in title to the In addition, the insured claimant may reasonably be required to submit to estate or interest in the land insured by this policy that is not excluded or excepted examination under oath by any authorized representative of the Company and shall from the coverage of this policy,the Company shall promptly investigate the charge produce for examination, inspection and copying, at such reasonable times and to determine whether the lien,encumbrance,adverse claim or defect is valid and not places as may be designated by any authorized representative of the Company,all barred by law or statute. The Company shall notify the insured in writing,within a records,books,ledgers,checks,correspondence and memoranda,whether bearing a reasonable time,of its determination as to the validity or invalidity of the insured's date before or after Date of Policy,which reasonably pertain to the loss or damage. claim or charge under the policy. If the Company concludes that the lien, Further,if requested by any authorized representative of the Company,the insured encumbrance,adverse claim or defect is not covered by this policy,or was otherwise claimant shall grant its permission, in writing,for any authorized representative of addressed in the closing of the transaction in connection with which this policy was the Company to examine, inspect and copy all records, books, ledgers, checks, issued, the Company shall specifically advise the insured of the reasons for its correspondence and memoranda in the custody or control of a third party, which determination. If the Company concludes that the lien,encumbrance,adverse claim reasonably pertain to the loss or damage. All information designated as confidential (continued and concluded on last page of this policy) T-1 Owner Policy Schedules - Form Prescribed by Texas Department of Insurance - Revised 1/1/93 SCHEDULE A GF NO. 00044882 3H Owner Policy No.: 0-5841- 18 9 9 9 2 Date of Policy: August 15 , 2001 Amount of Insurance: $ 7 2 4 , 4 8 5 . 6 0 1. Name of Insured: CITY O F ROUND ROCK 2. The estate or interest in the land that is covered by this policy is: FEE SIMPLE 3. Title to the estate or interest in the land is insured as vested in: CITY OF ROUND ROCK 4. The land referred to in this policy is described as follows: 1 . 54 acres of land , more or less , out of the ASA THOMAS SURVEY , Abstract No . 609 in Williamson County , Texas , and being more fully described by metes and bounds in Exhibit "A" attached hereto and made a part hereof . NOTE : The Company does not represent that the above acreage or square footage calculations are correct . STEWART TITLE 5812(Rev. 1/1/93) GUARANTY COMPANY J--1 Owner Policy Schedules - Form Prescribed by Texas Department of Insurance - Revised 1/1/2000 OWNER POLICY SCHEDULE B EXCEPTIONS FROM COVERAGE GF 00044882 3H Policy No.: 0-5841189992 This policy does not insure against loss or damage(and the Company will not pay costs,attorney's fees or expenses) that arise by reason of the terms and conditions of the leases and easements, if any, shown in Schedule A, and the following matters: 1. nGX"8,XiA6 4"r"wx N"ii"18S xp 24*d u ofi&48 ul)4JGliv 6Lm XX"4r"?�—' fK,�&Wrgr 2SrK fCX wmXImX): 2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements. 3. Homestead or community property or survivorship rights, if any, of any spouse of any insured. 4. Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or C. to filled-in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean low tide to the line of vegetation, or the right of access to that area or easement along and across that area. 5. Standby fees, taxes and assessments by any taxing authority for the year 2 0 01, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11 13 Texas Tax Code, or because of improvements not assessed for a previous tax year. s e e b e I o w 6. The following matters and all terms of the documents creating or offering evidence of the matters (The Company must insert matters or delete this exception.): 7 . Easement dated March 31 , 1926 , from G . W . Asher to Lone Star State Power Company recorded in Volume 227 , Page 450 , Deed Records , Williamson County , Texas . 8 . Easement dated March 13 , 1972 , from Warren G . King to the City of Round Rock , recorded in Volume 546 , Page 672 , Deed Records , Williamson County , Texas . 9 . Wastewater easement dated December 16 , 1988 , from Carolyn S . Klein et al to City of Round Rock recorded in Volume 1782 , Page 512 , Official Records , as modified by Document No . 9711149 , Official Records , Williamson County , Texas . 10 . An unrecorded underground sewer line set out in exceptions on Exhibit "B" in deed dated May 8 , 1997 , from Carolyn Sue Tribble et al to Capps Rent-A-Car , Inc . , recorded under Document No . Continued on next page Countersigped: GEORGETOWN TITLE COMPANY , INC . B ' STEWART TITLE® - Authorized ountersignature GUARANTY CompANY 5813(Rev. 1/1/00) GF00044882 3H Attached to and made a part of Stewart Title Guaranty Company Policy No. 0-5841-189992 Continuation of Schedule B 9720930 , Official Records , Williamson County , Texas . 11 . The rights of Brushy Creek Water Control and Improvement District No . 1 to levy taxes and issue bonds . 12 . Possession and Use Agreement For Transportation Purposes dated effective January 17 , 2001 , by and between City of Round Rock and RMR-Round Rock , L . P . , recorded under Document No . 2001009076 , Official Public Records , Williamson County , Texas . 13 . Terms , provisions and conditions of any leases , not of record . 14 . Rights of parties in possession . 15 . Any visible and apparent easement , either public or private , the existence of which is not disclosed by the public records as defined herein , including , but not limited to , roads or utilities in use on the land . " including taxes levied by Brushy Creek Water Control and Improvement District No . 1 . Page 203A STEWART TITLE® GUARANTY COMPANY • ' CONDITIONS AND STIPULATIONS Continued (continued and concluded from reverse side of Policy face) by the insured claimant provided to the Company pursuant to this Section shall not 8. APPORTIONMENT. be disclosed to others unless, in the reasonable judgment of the Company, it is If the land described in Schedule A consists of two or more parcels that are not necessary in the administration of the claim. Failure of the insured claimant to used as a single site,and a loss is established affecting one or more of the parcels submit for examination under oath,produce other reasonably requested information but not all, the loss shall be computed and settled on a pro rata basis as if the or grant permission to secure reasonably necessary information from third parties as amount of insurance under this policy was divided pro rata as to the value on Date of required in this paragraph shall terminate any liability of the Company under this Policy of each separate parcel to the whole, exclusive of any improvements made Policy as to that claim. subsequent to Date of Policy, unless a liability or value has otherwise been agreed 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF upon as to each parcel by the Company and the insured at the time of the issuance of LIABILITY. this policy and shown by an express statement or by an endorsement attached to this In case of a claim under this policythe Company shall have the following polisy.. ,additional options: 9. LIMITATION OF LIABILITY. (a) To Pay or Tender Payment of the Amount of Insurance. (a) If the Company establishes the title,or removes the alleged defect,lien or To pay or tender payment of the amount of insurance under this policy, encumbrance,or cures the lack of a right of access to or from the land,all as insured, together with any costs, attorneys' fees and expenses incurred by the insured or takes action in accordance with Section 3 or Section 6, in a reasonably diligent claimant, which were authorized by the Company, up to the time of payment or manner by any method, including litigation and the completion of any appeals tender of payment and which the Company is obligated to pay. therefrom, it shall have full erformed its obligations with Upon the exercise by the Company of this option,all liability and obligations to and shall not be liable for any loss or damage caused thereby.respect to that matter the insured under this policy, other than to make the payment required, shall (b) In the event of any litigation,including litigation by the Company or with terminate,including any liability or obligation to defend,prosecute,or continue any the Company's consent,the Company shall have no liability for loss or damage until litigation,and the policy shall be surrendered to the Company for cancellation. there has been a final determination by a court of competent jurisdiction, and (b) To Pay or Otherwise Settle With Parties Other than the Insured or With disposition of all appeals therefrom,adverse to the title as insured. the Insured Claimant. (c) The Company shall not be liable for loss or damage to any insured for (i) to pay or otherwise settle with other parties for or in the name of liability voluntarily assumed by the insured in settling any claim or suit without the an insured claimant any claim insured against under this oliry,together with an costs, attorneys' fees and expenses incurred by the insured claimant which were prior0 REDUCTION OF INSURAwritten consent of the NCE: OR TERMINATION OF LIABILITY. authorized by the Company up to the time of payment and which the Company is All payments under this policy,except payments made for costs,attorneys'fees obligated to pay;or and expenses,shall reduce the amount of insurance pro tanto. (ii) to pay or otherwise settle with the insured claimant the loss or 11. LIABILITY NONCUMULATIVE. damage provided for under this policy,together with any costs,attorneys'fees and It is exppressly understood that the amount of insurance under this policy shall expenses incurred by the insured claimant,which were authorized b the Company be reduced b up to the time of payment and which the Company is obligated to a Y P Y y any amount the Company may pay under any policy insuring a P Y 9 pay. mortgage to which exception is taken in Schedule 6 or to which the insured has Upon the exercise by the Company of either of the options provided for in agreed,assumed or taken subject,or which is hereafter executed by an insured and paragraphs(b)(i)or(ill,the Company s obligations to the insured under this policy which is a charge or lien on the estate or interest described or referred to in Schedule for the claimed loss or damage,other than the payments required to be made,shall A, and the amount so paid shall be deemed a payment under this policy to the terminate,including any liability or obligation to defend,prosecute or continue any insured owner. litigation. 12. PAYMENT OF LOSS. 7. DETERMINATION,EXTENT OF LIABILITY AND COINSURANCE. (a) No payment shall be made without producing this policy for endorsement of the payment unless theolicy has been lost or destroyed,in which case proof of This policy is a contract of indemnity against actual monetary loss or damage loss or destruction shall be furnished to the satisfaction of the Company. sustained or incurred by the insured claimant who has suffered loss or damage by (b) When liability and the extent of loss or damage has been definitely fixed reason of matters insured against by this policy and only to the extent herein in accordance with these Conditions and Stipulations, the loss or damage shall be described. payable within 30 days thereafter. of: (a) The liability of the Company under this policy shall not exceed the least 13. SUBROGATION UPON PAYMENT OR SETTLEMENT. (a) The Company's Right of Subrogation. i) the Amount of Insurance stated in Schedule A; Whenever the Company shall have settled and paid a claim under this policy, (ii) the difference between the value of the insured estate or interest as all right of subrogation shall vest in the Company unaffected b an act of the insured and the value of the insured estate or interest subject to the defect,lien or insured claimant. y y encumbrance insured against by this policy at the date the insured claimant is The Company shall be subrogated to and be entitled to all rights and remedies required to furnish to Company a proof of loss or damage in accordance with Section that the insured claimant would have had against any person or property in respect 5 of these Conditions and Stipulations. to the claim had this policy not been issued. If requested by the Company, the (b) In the event the Amount of Insurance stated in Schedule A at the Date of insured claimant shall transfer to the Company all rights and remedies against any Policy is less than 80 percent of the value of the insured estate or interest or the full person or property necessary in order to perfect this right of subrogation. The consideration paid for the land, whichever is less, or if subsequent to the Date of insured claimant shall permit the Company to sue,compromise or settle in the name Policy and improvement is erected on the land which increases the value of the of the insured claimant and to use the name of the insured claimant in any insured estate or interest by at least 20 percent over the Amount of Insurance stated transaction or litigation involving these rights or remedies. in Schedule A,then this Policy is subject to the following: (i where no subsequent improvement has been made, as to any claimant,If a he Companyment on shall of be s subrogateclaim d not to these rightsver the loss of theand remedies insured partial loss,the Company shall only pay the loss pro rata in the proportion that the proportion which the Company's payment bears to the whole amount of the loss. amount of insurance at Date of Policy bears to the total value of the insured estate or If loss should result from any act of the insured claimant,as stated above,that interest at Date of Policy;or act shall not void this policy,but the Company,in that event,shall be required to pay (ii) where o subsequent improvement has been mode,as to any partial only that part of any losses insured against by this policy that shall exceed the loss,the Company shall only pay the loss pro rata in the proportion that 120 percent amount, if any, lost to the Company by reason of the impairment by the insured of the Amount of Insurance stated in Schedule A bears to the sum of the Amount of claimant of the Company's right of subrogation. Insurance stated in Schedule A and the amount expended for the improvement. (b) The Company's Rights Against Non-insured Obligors. The provisions of this paragraph shall not apply to costs, attorney's fees and The Company's right of subrogation against non-insured obligors shall exist expenses for which the Company is liable under this policy,and shall only apply to and shall include, without limitation, the rights of the insured to indemnities, that portion of any loss which exceeds,in the aggregate,10 percent of the Amount of guaranties, other policies of insurance or bonds, notwithstanding any terms or Insurance stated in Schedule A. conditions contained in those instruments that provide for subrogation rights by (c The Company will pay only those costs, attorney's fees and expenses reason of this policy. incurreil in accordance with Section 4 of these Conditions and Stipulations. 14. ARBITRATION.- Company is the entire policy and contract between the insured and the Com:any.In Unless prohibited by applicable law or unless this arbitration section is deleted interpreting any provision of this policy,this policy shall be construed as a whole. by specific provision in Schedule B of this policy, either the Company or the insured (b) Any claim of loss or damage, whether or not based on negligence, and may demand arbitration pursuant to the Title Insurance Arbitration Rules of the which arises out of the status of the title to the estate or interest covered hereby or By American Arbitration Association. Arbitrable matters may include, but are not any action asserting such claim,shall be restricted to this policy. limited to, any controversy or claim between the Company and the Insured arising (c) No amendment of or endorsement to this policy can be made except by a out of or relating to this policy, any service of the Company in connection with its writing endorsement hereon or attached hereto signed by either the President,a Vice issuance or the breach of a policy provision or other obligation. All arbitrable President, the Secretary, an Assistant Secretary, or validating officer or authorized matters when the Amount of Insurance is$1,000,000 or less SHALL BE arbitrated at signatory of the Company. the request of either the Company or the insured,unless the insured is an individual 16. SEVERABILITY. person (as distinguished from a corporation,trust,partnership,association or other In the event any provision of the policy is held invalid or unenforceable under legal entity). All arbitrable matters when the Amount of Insurance is in excess of applicable law,the policy shall be deemed not to include that provision and all other $1,000,000 shall be arbitrated only when agreed to by both the Company and the provisions shall remain in full force and effect. Insured. Arbitration pursuant to this policy and under the Rules in effect on the date 17. NOTICES,WHERE SENT. the demand for arbitration is made or, at the option of the insured, the Kules in Ali notices required to be given the Company and any statement m writing effect at Date of Policy shall be binding upon the parties. The award may include required to be furnished the Company shall include the number of this policy and attorney's fees only if the laws of the state in which the land is located permit a court shall be addressed to the Company at P.O.Box 2029,Houston,Texas 77252-2029. to award attorney's fees to a prevailing party. Judgment upon the award rendered COMPLAINT NOTICE. by the Arbitrator!may be entered in any court having jurisdiction thereof. Should any dispute arise about your premium or about a claim that you have The law of the situs of the land shall apply to an arbitration under the Title filed,contact the agent or write to the Company that issued the policy. If the problem Insurance Arbitration Rules. is not resolved, you also may write the Texas Department of Insurance, P.O. Box A copy of the Rules may be obtained from the Company upon request. 149091,Austin,TX 78714-9091, Fax No. (512) 475-1771. This notice of complaint 15. LIABILITY LIMITED TO THIS POLICY:POLICY ENTIRE CONTRACT. procedure is for information only and does not become a part or condition of this (a) This policy together with all endorsements,if any,attached hereto by the policy. STEWART TITLE GUARANTY COMPANY 1 y � O q Px y R + C -0z o p a Cn 0 CD Co C O 4 X X A O W N c y r- -n r' 1 O 3 D > y zrn n CNJi z My