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R-01-09-13-15D2 - 9/13/2001 ' r RESOLUTION NO. R-01-09-13-15D2 WHEREAS, the City desires to purchase a 0 . 71 acre tract of land for additional right-of-way for the S . Mays Extension Project, and WHEREAS, RS Shopping Center, Ltd. , 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 RS Shopping Center, Ltd. , 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 City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 13th day of Sep embe 2001 . RO T A. STLUKA, JR , Mayor ATTEST: City of Round Rock, Texas (]nAA AAA J 05/ E LAND, City Secretary ::ODMA\WORLDOX\O:\WDOX\RESOLUTZ\R10913D2.WPD/sC REAL ESTATE CONTRACT STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT OF SALE ("Contract") is made by and between RS SHOPPING CENTER, LTD. , a Texas Limited Partnership (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 0.71 acres of land situated in Williamson County, Texas, being more particularly described in the field notes attached hereto as Exhibit "A"; 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 Four Hundred Thousand and No/100 Dollars ($400,000.00.) Payment of Purchase Price 2.02. The Purchase Price shall be paid in cash at the closing. ARTICLE III PURCHASER'S AND SELLER'S OBLIGATIONS 00005235.WPD 1 EXHIBIT "A Conditions to Purchaser's Obligations 3.01. The obligations of Purchaser hereunder to consummate the transaction 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 ten(10)days after the date hereof, Seller, at Purchaser's sole cost and expense, shall have caused First American Title Company (the "Title Company") of 2120 N. Mays, Suite 450, Round Rock, Texas 78664, to issue an updated preliminary title report (the "Title Commitment"). Purchaser shall give Seller written notice on or before the expiration of three (3) days after Purchaser receives the updated Title Commitment that the condition of title as set forth in the title binder is or is not satisfactory, and in the event Purchaser states that the condition is not satisfactory, Seller shall promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser; provided however, Seller shall be under no obligation to cure such unacceptable matters nor incur any costs in connection therewith. In the event Seller is unable, or unwilling to do so within ten(10)days after receipt of written notice, 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. Purchaser's failure to give Seller this written notice shall be deemed to be Purchaser's acceptance of the Title Commitment. Conditions to Seller's Obligations 3.03. The obligations of Seller hereunder to consummate the transaction contemplated hereby are subject to the consent of the lienholder on the Property. ARTICLE IV CLOSING The closing shall be held at the Title Company on or before September 28, 2001 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 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: 00005235.WPD 2 (i) General real estate taxes for the year of closing and subsequent years not yet due and payable; (ii) Any exceptions approved by Purchaser pursuant to Article III hereof; and (iii) Any exceptions approved by Purchaser in writing. (b) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser'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 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) As provided in paragraph 9.01 below, Seller is delivering to Purchaser possession of the Property as of the date of this Contract. 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 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: 1. Owner's Title Policy paid by Purchaser; and 2. Filing fees for deed paid by Purchaser. ARTICLE V REAL ESTATE COMMISSIONS Seller will be solely responsible for all real estate brokerage commissions due to any brokers representing the Seller. Purchaser will be solely responsible for all real estate brokerage commissions due to any brokers representing the Purchaser. 00005235.WPD 3 r • r f 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 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, 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)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 SPECIAL PROVISIONS Possession and Use Agreement 9.01. For the consideration to be paid by the City which is set forth in Paragraph 2.01 above, Seller hereby grants, bargains, sells and conveys to the Purchaser exclusive immediate possession and use of the Property for the purpose of constructing a highway or turnpike project and appurtenances thereto and the right to remove any improvements. The foregoing grant will extend to the Purchaser, its contractors, assigns and/or owners of any existing utilities on the Property and those which may be lawfully permitted on the Property by the Purchaser in the future. This grant 00005235.WPD 4 will allow the construction,relocation,replacement,repair,improvement,operation and maintenance of these utilities on the Property, to begin immediately and prior to the closing date. The purpose of this grant is to allow the Purchaser to proceed with its construction project without delay. In the event Purchaser commences any construction on the Property prior to Closing, Purchaser agrees to indemnify and hold Seller harmless from any and all claims, damages or causes of action arising out of or related thereto, including without limitation, any damages suffered by third parties as a result of such construction undertaken by the Purchaser. Setback Requirements 9.02. Purchaser hereby acknowledges and affirms that the acquisition of the Property by the Purchaser will not cause a change in the setback requirements of the remaining portion of the Seller's Property. Replatting 9.03. Purchaser hereby acknowledges and affirms that the acquisition of the Property by the Purchaser will not require any replatting of the Property and/or Seller's adjacent property pursuant to applicable planning requirements of the Purchaser. Pylon Sign 9.04. As long as it meets the applicable requirements of the Purchaser's sign regulations, Seller shall be entitled to construct a pylon advertising sign in the location depicted on Exhibit "B", attached hereto and incorporated herein. Seller shall submit to Purchaser for its review and approval the specifications for the installation of the pylon sign. All costs incurred in connection with the installation of the pylon sign shall be born by the Seller. ARTICLE X MISCELLANEOUS Assignment of Contract 10.01. (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. Notice (b) Any notice required or permitted to be delivered hereunder shall be deemed received when sent by FedEx or other similar delivery service or 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. 00005235.WPD 5 Texas Law to Apply (c) 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 (d) 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 (e) 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 (f) 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 (g) Time is of the essence in this Contract. Gender (h) 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. 00005235.WPD Effective Date (i) 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: RS SHOPPING CENTER, LTD., a Texas limited partnership By: RS Realty, Inc., a Texas corporation general partner David alomon, President 15400 Knoll Trail, Suite 350 Dallas, Texas 75248 Date: PURCHASER: CITY OF ROUND ROCK, TEXAS By: Robert A. Stluka, Jr., Mayor 221 E. Main Street Round Rock, Texas 78664 Date: 00005235.WPD 7 JUL-06-2001 07:21 ,F.ROM:QRDA CORP 972 9600627 70:9727702156 P.0191019 07/05/2001 03:13 FAX 312 23833g1 PINNACLE QWUPGB Q10 EXHIBIT - May 11,2000 JOB NO. 31615-10()02 GATTIS SCHOOL ROAD RIGHT-OF-WAY, - FIELD NOTE No_ 167 FIELD NOTES FOR PARCEL I A DESCRIPTION OF A 0,71 ACRE TRACT OF LAND IN THE WILEY HARRIS SURVEY ABSTRACT No,298,IN WILLIAMSON COUNTY-TEXAS BEING A PORTION OF A CALL 18,484 ACRE TRACT AS DESCRIBED IN A DEED TO MATTERHORN USA, INC, AS RECORDED 1N DOCUMENT NO. 9604891 OF THE OFFICIAL RECORDS OF W ILLIAMSON COUNTY, TEXAS, SAID 0.71 ACRE TRACT OF LAND, WITH ACCOMPANYING SKETCH 1S MORE PARTICULARLY DESCRIBED BY METES AND SOUNDS AS FOLLOWS: BEGINNING at a %' inch iron rod found at the northeast comer of Kenney Fort Canter a subdivision recorded in Cabinet B, Slide 268 of the Plat Records of Witfienwon County,, Texas, said iron rod being the southeast comer of the said 18.484 acre tract o►f land,tl Iron rod being to the recognized north survey lute of the Asa Thomas Survey Abstract No. 609.the south tine of the 'Wiley Harris Survey Abstract No_298 and in theright-of- way line of US Highway 81; west ri 9h THENCE with the common line of the said Kenney Fort Center,the 18.484 acre tract, and the recognized survey lute S 67 25113"W 540,8 ►feet to a W inch iron rod found in the arc of a curve to the left in the east right-of way"of Int rotate Kiighway 35,Said iron Md being the northwest comer of Kenney Fon Ceder,the,southwest comer of the 18.484 acre tract, and of the herein desonbed tract; THENCE with the arc of sald curve to the left and the east right-of-way line of Interstate Highway 3S Passing through a central angle of 9V 27'S1"to a V a Iron rod with c $et, and being the northwest comer of the herein described tract, said curve havingas radius of 11636.37 feet, an arc length of 94.26 feet, and a chord bearin X118° 17# " W 94.25 feet; 9 37 THENCE departing the said east right-of-way line and crossin the 18 following seven (7)cours8s and distances, 9 18.484 acre tract the t. S 65" 28' 02" E 49.32 feet to a%'inch iron rod with cap set, 2• N 66" 59' 16'' E 166.26 feet to a W inch iron rod with cap set, 3. N 70° 10' 411P E 142,27 feet to a %'inch iron rod with cap set, 4. N Be*55'66"E 11.97 feet to a ih" inch iron rod with cap sot. T00 1;B SHaNUVa Ti EM(I $GeV ZSC VTZ'YV3 C9,21 aRL TO/90/L0 JUL-06-2001 07:20 FROM:ORDA CORP 972 9600627 TO:97270702156 P.011/014 07/05/01 THU 15:48 FA.X.U4-a5 ��9 y DCMIL,L�A�6R0UpGB Q 010 S. N 690 25' 13" E 65.15 feet to a Winch iron rod with cap set, 6. N 640 41' 1 B" E 72.63 feet to a W inch Iron rod with cep set, 7.N 32'58'26" E 37.76 feet'o a W inch km rod with cap set in the west rkJA-0fwvay Gine of VS Highway 81, same being the east line of tt said 18.484 acre tract, said iron rod being the northeast corner of the herein described tract; THENCE with the said west right-of-way line and the east One of the 16.484 acre tract S W-1 1 0' 27" E 86.95 feet to the POINT OF BEGINNING of the herein deecrbed tmct and containing 0.71 acres of land more or less, THE STATE OF TEXAS COUNTY OF TRAVIS KNOWN BY ALL THESE MEN PRESENT: That 1. David P_ Carr, a Registered Profwdonal Land Surveyor, do herece rify that the above description is true and correct to the best of my knows a and beyref M that the property described herein was detemngted by a surveymade on� f and January, 1999 under my direction and supervision. ground during WITNESS MY HAND AND SEAL at Austin,Travis County, Texas this the 1 of May, 2000, A,D. 1 th day r- Earth'Tech 811 Barton Springs Road Suite 400 bavid P. Cain Registered Professional Land Surveyor Austin. Texas 78704 No. 3997- State of Texas Q ,T w r.W.0*M■Y 41410.%■•■r 0010 PAUL CARRmap 9 010 61%9 r x`1'9 3997�`�;a. 8u A`v� JUL-06-2001 07:21 FRON:ORDA CORP 972 9600627 Tfl:9727702156 P.012/014 07/Q5/01 VW„15_;A FA4 214 3 39 9 i DUNHILLtYACE6Rt1CTPGB RS II V t 1 X12 e0,ws�i•-c /- R/1Ral�flLL�! 1 F� Hjj I dHa12s7RE�w51�L..iy O I ACO"N CAP 5" • vtow Roo rou"D Q +�+ FouNp •sem �x eN � do s� o GRJ►Pk�iC SCALLS - c� O MATTERHORN USA, N ---� \ KENNEY FORT CENTER x OOC-# 9b04881 \ OFFICIAL RECORDS OF VALUAMSON COUNTY, TEXAS -- air � o0 P.O.B., � � +�►'��`�� � mot e �, 3� -10 KENNEY FORT CIENTE-R 'A 7:7, ` CAB- B, $L. "GS PLATRECORDS OF WILUANSC)N CWNTY, TEXAS �D j- G G �9 �Tw�1ZSJOr tea•• �hibifu%igl# �+ C.C, t pp E A- A T N t le c w FLENAM t . � � FIEID NOTE SXRTCR o is as as TO ACCOMPANY' FM67 •,,ftkm» s+L•°° eaoR CM OF RUUND ROCK �a W s "ft6ft..b. Flo N07E �a.�♦sem e� WUIAAMS014 COUNTY, TEXAS „ DATE: September 7, 2001 SUBJECT: City Council Meeting—September 13, 2001 ITEM: 15.D.2. Consider a resolution authorizing the Mayor to execute a Real Estate Contract with RS Shopping Center, Ltd.for right-of-way for the S. Mays extension project. Resource: Steve Sheets, City Attorney Julie Wolff, Legal Assistant History: This contract with RS Shopping Center is for the acquisition of right-of-way for the South Mays extension project. Funding: Cost: $400,000 Appraised Value: $330,665 Source of Funds: Round Rock Transportation Development Corporation Sales Tax Outside Resources: None Impact/Benefit: Increased mobility in the south quadrant of the city. Public Comment: N/A Sponsor: N/A EXECUTED DOCUMENT FOLLOWS N • r ORIGINAL REAL ESTATE CONTRACT STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT OF SALE ("Contract") is made by and between RS SHOPPING CENTER, LTD. , a Texas Limited Partnership (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 0.71 acres of land situated in Williamson County, Texas, being more particularly described in the field notes attached hereto as Exhibit "A"; 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 Four Hundred Thousand and No/100 Dollars ($400,000.00.) Payment of Purchase Price 2.02. The Purchase Price shall be paid in cash at the closing. ARTICLE III PURCHASER'S AND SELLER'S OBLIGATIONS 00005235.WPD 1 Conditions to Purchaser's Obligations 3.01. The obligations of Purchaser hereunder to consummate the transaction 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 ten(10)days after the date hereof, Seller, at Purchaser's sole cost and expense, shall have caused First American Title Company (the "Title Company") of 2120 N. Mays, Suite 450, Round Rock, Texas 78664, to issue an updated preliminary title report (the "Title Commitment"). Purchaser shall give Seller written notice on or before the expiration of three (3) days after Purchaser receives the updated Title Commitment that the condition of title as set forth in the title binder is or is not satisfactory, and in the event Purchaser states that the condition is not satisfactory, Seller shall promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser; provided however, Seller shall be under no obligation to cure such unacceptable matters nor incur any costs in connection therewith. In the event Seller is unable, or unwilling to do so within ten(10)days after receipt of written notice, 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. Purchaser's failure to give Seller this written notice shall be deemed to be Purchaser's acceptance of the Title Commitment. Conditions to Seller's Obligations 3.03. The obligations of Seller hereunder to consummate the transaction contemplated hereby are subject to the consent of the lienholder on the Property. ARTICLE IV CLOSING The closing shall be held at the Title Company on or before September 28, 2001 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 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: 00005235.WPD 2 (i) General real estate taxes for the year of closing and subsequent years not yet due and payable; (ii) Any exceptions approved by Purchaser pursuant to Article III hereof; and (iii) Any exceptions approved by Purchaser in writing. (b) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser'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 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) As provided in paragraph 9.01 below, Seller is delivering to Purchaser possession of the Property as of the date of this Contract. 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 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: 1. Owner's Title Policy paid by Purchaser; and 2. Filing fees for deed paid by Purchaser. ARTICLE V REAL ESTATE COMMISSIONS Seller will be solely responsible for all real estate brokerage commissions due to any brokers representing the Seller. Purchaser will be solely responsible for all real estate brokerage commissions due to any brokers representing the Purchaser. 00005235.WPD 3 f 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 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, 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)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 SPECIAL PROVISIONS Possession and Use Agreement 9.01. For the consideration to be paid by the City which is set forth in Paragraph 2.01 above, Seller hereby grants, bargains, sells and conveys to the Purchaser exclusive immediate possession and use of the Property for the purpose of constructing a highway or turnpike project and appurtenances thereto and the right to remove any improvements. The foregoing grant will extend to the Purchaser, its contractors, assigns and/or owners of any existing utilities on the Property and those which may be lawfully permitted on the Property by the Purchaser in the future. This grant 00005235.WPD 4 will allow the construction,relocation,replacement,repair,improvement,operation and maintenance of these utilities on the Property, to begin immediately and prior to the closing date. The purpose of this grant is to allow the Purchaser to proceed with its construction project without delay. In the event Purchaser commences any construction on the Property prior to Closing, Purchaser agrees to indemnify and hold Seller harmless from any and all claims, damages or causes of action arising out of or related thereto, including without limitation, any damages suffered by third parties as a result of such construction undertaken by the Purchaser. Setback Requirements 9.02. Purchaser hereby acknowledges and affirms that the acquisition of the Property by the Purchaser will not cause a change in the setback requirements of the remaining portion of the Seller's Property. Replatting 9.03. Purchaser hereby acknowledges and affirms that the acquisition of the Property by the Purchaser will not require any replatting of the Property and/or Seller's adjacent property pursuant to applicable planning requirements of the Purchaser. Pylon Sign 9.04. As long as it meets the applicable requirements of the Purchaser's sign regulations, Seller shall be entitled to construct a pylon advertising sign in the location depicted on Exhibit "B", attached hereto and incorporated herein. Seller shall submit to Purchaser for its review and approval the specifications for the installation of the pylon sign. All costs incurred in connection with the installation of the pylon sign shall be born by the Seller. ARTICLE X MISCELLANEOUS Assignment of Contract 10.01. (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. Notice (b) Any notice required or permitted to be delivered hereunder shall be deemed received when sent by FedEx or other similar delivery service or 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. 00005235.WPD 5 Texas Law to Apply (c) 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 (d) 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 (e) 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 (f) 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 (g) Time is of the essence in this Contract. Gender (h) 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. 00005235.WPD 6 Effective Date (i) 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: RS SHOPPING CENTER, LTD., a Texas limited partnership By: RS Realty, Inc., a Texas corporation general partner By: David alomon, President 15400 Knoll Trail, Suite 350 Dallas, Texas 75248 Date: 1 PURCHASER: CITY OF ROUND ROCK, TEXAS By: (Z14�A 1,15-k . - J -Wert A. Stluka, Jr., Mayo 221 E. Main Street Round Rock, Texas 78664 Date: _ 00005235.WPD ] JUL-06-2001 07:21 FROM:ORDR CORP 972 9600627 TO:9727702156 P.014/014 07/05/2001 03--13 FAX 312 2383301 PINNACLE QWUPGB - bio _ EM1131T A May 11,2000 JOB NO. 316115-10002 GA7TIS SCHOOL ROAD RIGHT-OF-WAY, - FIELD NOTE No. 167 FIELD NOTES FOR PARCEL 1 A DESCRIP'T'ION OF A 0,71 ACRE TRACT OF LAND IN THE WILEY HARRIS SURVEY ABSTRACT NO, M..IN WILLIAMSON COUNTY TEXAS BEING A PORTION OF A CALL 18,484 ACRE TRACT-AS DESCRIBED IN A DEED TO MATTERHORN USA, INC, AS RECORDED IN DOCUMENT 9604691 OF THE OFFICIAL RECORDS OF W 11.,1.1AMSON COUNTY, TEXAS, SAID 0.71 ACRE TRACT OF LAND, WITH ACCOMPANYING SKETCH IS MORE PARTICULARLY DESCRIBED 13Y METES AND ROUNDS AS FOLLOWS: BEGINNING at a %' inch iron rod found at the northeast comer of Kenn fort a sutxlivision recorded in Cabinet 8, Slide Kenney Canter Texas, said iron rod being the southeast coma of the Plat Records of VYilliamson County, Iron rod being In the nixed north said 18.464 acre tract of land,said roc�og0Y line of the Asa Thomas Survey Abstract No. 609,the south tine of the Wiley Hants Survey Abstract No,298 and in the wp way line of US Highway 81; s1 right of� THENCE with the common line of the said the recognized survey l p Kenney Fort Center,the 78.484 acre tract, and y ire S 69 25 13' 1N 500,87 feet to a IV inch iron rod found in the arc of a curve to the left in the east right-af--way line of Interstate Highwa 35 s ' being the northwe.�t comer of Kenney Fort Center,the,southwest corner of and mon rod tract, and of the herein described tract; 16.484 acre THENCE with the arc of sold curve to the left and the east right-of-waylin e ofHighway 3S passing through a central ang)e of 00�2r 51"to a Yaw inch Iron o Interstate $et, and being the northwest comer of the herein described tract, said curve rod with cap radius of 11636.37 feet, an arc length of 94.25 feet, and a chord bea - 117'3 " W 94.25 feet; ring N 18° 1?''37" THENCE departing the said Gest right-01-way line and cros •n ` following seven (7)courses and distances, 9 the 18.484 acne tract the t. S 650 28' 02" E 49.32 f9et to a %"inch iron rod with cap set 2. N 66" 59' y 6'' E 166.26 feet to a W inch iron rod with cap set, 3. N 700 10' 41P,E 142,27 feet to a %`inch iron rod with cap set, 4. N Be*55'66"E 11.97 feet to a )OV" inch iron rod with cap sot, T0012 SVaN2UVd TI mma -_ 66CC ZSC 6tZ'YVA C9^91 Mn T0/90/20 JUL-06-2001 07:20 FROM:ORDR CORP 972 9600627 TO:9727702156 P.011/014 07/05/01 THU 15:40 FAX.U4k-aS �1�8 y 'DCJ IL,LrAA4R�SoUp� 9 010 9.1.1 S. N 690 25' 13`' E 65,15 feet to a Yz' inch iron rod with cap set, S. N 6410 41' 1 B" E 72.63 feet to a W inch iron rod with cap set, 7_ N 320 58'26" E 37,76 feet to e W inch km rod with cap set in the west right-of-way me of US Highway 81, same being the east fins of the said 18.484 acre tract, said iron rod bung the northeast corner of the hereih descnbed tract; THENCE With the said west right-of--way line and the east line of the 18.484 acne trat S 04't 11' 27" E 86.95 feet to the POINT OF BEGINNING of the herein described tract and containing 0.71 acres of land more or less. THE STATE OF TEXAS COUNTY OF TRAVISKNOWN BY ALL THESE MEN PRESENT: That 1, David P_ Carr, a Registered Professional land Surveyor, that the above description is true and correct to the best of knowledged° hereby certify that the Property described herein was detenn�by a surveyade and ridbeld r and January. 1999 under my direction and supervision. around during WITNESS MY HAND AND SEAL at Austin,Travis County, Texas this the of May, 2000, A,D. 11th day i Earth Tech 811 Barton Springs Road Suite 400 David P. Carr Austin, Texas 78704Registered Professional Land Surveyor Q •.T No. 3997- State of Texas g: DAVID PAUL CW 3997 '..; UR JUL-06-2001 07:21 FRON:ORDA CORP 972 9600627 TO:9727702156 P.012/014 07/QS/01 l j_15_;A 8 FA4 214 i 5 199 j DUNHILL�YIYA RTCLE 6I�CTPGB Q U JL t X12 Rory LEGENQ 9W" WO WIN CAP sir • utow wo rouo O ,Row pn Faft 31 s o \ 20 sG o \ GRAF'NiC SCAZ,L MATTERHORN USIA N•� .-.{ KENNEY FORT CENTE''tr DOC-# 9604-891 onY rir OFFICIAL RECORDS OF VALLIAMSON COUNTY, TEXAS �. Cc C a -,A o -)3 > < KENNEY FORT CENTER s(� 77, CA 13- 8, SL. n68 O 'P C PLAT RECORDS OF WILLIAMSON Q)UNTY', TEXAS G 1 OCLTwn1?TJOr s�11Ri4�T \ � a1, 1 Exh b rf 031 lom A- i1 T N * c & at surwoFIELD NOTE SIUTCIT o c, 4a era TO '&CCOMPANY VM67 v.�.�♦� 157 ITY OF'ROUND ROCK W IY.IAUSO14 COUNTY, TEXAS ........... 1P 1?1�'TO:RRSTAM SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE NTS: NTS: COUNTY OF WILLIAMSON § 't RS SHOPPING CENTER,LTD-, a Texas limited partnership (the "Grantor"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00)paid to Grantor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD AND CONVEYED and does hereby GRANT, SELL AND CONVEY unto the CITY OF ROUND ROCK,a Texas home rule city,211 E.Main Street,Round Rock,Texas 78664 (the "Grantee"),that certain land being more particularly described in Exhibit "A" attached hereto and incorporated herein by reference,together with all improvements located on such land(such land and improvements being collectively referred to as the Property"). This conveyance is made and accepted subject to all matters set forth in Exhibit "B" (the "Permitted Exceptions"), attached hereto and incorporated herein by reference. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances pertaining thereto, including all of Grantor's right,title and interest,if any, in and to adjacent streets,alleys and rights-of-way,subject to the Permitted Exceptions,unto the Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind itself and its successors and assigns to warrant and forever defend the Property unto Grantee and Grantee's successors and assigns,against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. EXECUTED as of the date of the acknowledgment below, but effective as of the 22nd day of October, 2001. GRANTOR: RS SHOPPING CENTER, LTD., a Texas limited partnership By: RS Realty, Inc., a Texas corporation, general partner By: David Salomon, President WARRANTY DEED - Page 1 J:\TJC\19088\00 1\special.wd.wpd DI 0 t STATE OF TEXAS § COUNTY OF DALLAS § This Special Warranty Deed is acknowledged before me on this il day of October, 20011 by David Salomon,President of RS Realty, Inc., a Texas corporation, General Partner of RS Shopping Center, Ltd., a Texas limited partnership, on behalf of the limited partnership. Notary Public in and f the State of Texas HEATHER JOHNSON NOTARY PUBLIC State of Texas O'`� Comm Exp.P 06-12.2002 TO:FIRS'I'AMLi WARRANTY DEED - Page 2 J:\TJC\19088\001\special.wd.wpd EXHIBIT "A" Property Description A DESCRIPTION OF A 0,71 ACRE TRACT OF LAND IN THE WILEY HARRIS SURVEY ABSTRACT NO,298,IN'i l"MSON COUNTY IE(AS BEING A PORTION OF A CALL 18,464 ACRE TRACT AS DESCRIBED IN A DF-E-0 TO MATTERHORN USA. INC,AS RECORDED 1N DOCUMENT NO.96"891 OF THE OFFICIAL.RECORDS OF W IUJAMSON COU?M, TEXAS, SAID 0.71 ACRE TRACT OF LAND, WITH ACCOMPANYING SKETCH IS MORE PAI MCULARLY DESCRIBED BY METES AND SOUNDS AS FOLLOWS: BEGINNING at a W inch iron rod found at the northeast comer of Kenney Fort Canter a subcWhdon racorded in Cabinet 8,Slide 2613 of the Plat Records of Wiltiarnson County, Texas,said iron rod being the southeast comer of the said 18.464 acre tract of land,said Iron rod being In the recognized north survey line of the Asa Thomas Survey Abstract No. 613.9,the south Ina of the Wiley Hants Survey Abstract No.298 and In the west right-ol- way line of US Highway 81; . THENCE with the common line of the said Kenney Fort Center,the 78.484 acre tract,and the recogtrzed survey lime S 090 25'13"W 500,87 feet to a W inch iron rod found In the aro of a Curve to the left In the east right-of-way line of Interstate HiOtmay 35,said iron rod being the northw o corner of Kenney Fort Center,the pauthwest corner of the 18.484 acre tree!,and of the herein described tract; THENCE with the arc of seJd curve to tete left and the east right-of-way line of Interstate Highway 35 passing through a central angle of OW 27'61"to a W inch Iron rod wllh cap set, and being the northwest comer of the herein described tract.said curve having a radius of 11636.37 feet,an aro length of 94.25 feet,and a chord bearing N 18'17137-0 . W 94.25 feet; THENCE departing the said east right-Of-way line and crossing the 18.484 acre tract the following seven(7)courses and distanoes, 1.S 65.28102"E 49.32 fast to a V inch lroh rod with cap set, 2.N 68.69'16"E 166.20 feet to a W inch iron rod with cap set, 3.N70*10'41"E 142.27 feet to a M"inch iron rod With cep set. 4.N 80.55'68"E 11,07 feet to a W Inch iron rod with cap sot, S.N 690 25'131'E 65,15 feet to a aft'inch iron rod with cap set, S.N B4.41'18"E 72.63 feet to a W Inch iron rod with cap set, 7.N 32'88'28"E 37.76 feet to a W inch iron rod with cep sat in the west dght-olc,way r"'a of US Highway 81,same being the east line of ire said 18.484 acre tract,said Iron rod being the northeast corner of the hereih descnbed tract; THENCE wtih the said west right-of-way line and the east line of the ISAM acre tract S 04's 11'27"E as-!15 feet to the POINT Op BEGINNING of the herein deecribed tM t and aorrtalnmg 0.71 acres of land rnore or less. EXHIBIT"A" - Page Solo J:\TJC\l9088\001\special.wd.wpd RECORDERS MEMORANDUM All or parts of the text on this page was not clearly legible for satisfactory recordation. EXHIBIT "B" Permitted Exceptions 1. Standby fees,taxes and assessments by any taxing authority for the year 2001, and subsequent years, not yet due and payable. 2. Easement for electric transmission and/or distribution line as recorded in Volume 281, Page 493, Volume 281, Page 496, Volume 308, Page 44, Volume 364, Page 507,Volume 392,Page 565,Volume 424,Page 117,Volume 427,Page 13,Volume 439, Page 655, Volume 466, Page 137, Volume 473, Page 541, Volume 711, Page 589, Volume 795, Page 282, Volume 795, Page 298, Volume 892, Page 744 and Volume 953, Page 646 of the Deed Records of Williamson County, Texas. 3. Easement for underground telephone communication system recorded in Volume 763, Page 498 of the Deed Records of Williamson County, Texas. 4. Public Utilities Easement recorded in Volume 769,Page 344 of the Deed Records of Williamson County, Texas. 5. Sanitary Sewer Easement recorded in Volume 819,Page 566 of the Deed Records of Williamson County, Texas. 6. Public Utilities Easement recorded in Volume 1679, Page 425 of the Deed Records of Williamson County, Texas. 7. Easement for ingress and egress recorded in Volume 1359, Page 833 of the Deed Records of Williamson County, Texas. 8. Terms, conditions and stipulations in a Lease Agreement between Bennett Barnes Investments and TG&Y Stores Company, recorded in Volume 793, Page 572, and as amended in Volume 935, Page 554, Volume 936, Page 672 and Volume 1041, Page 121 of the Deed Records of Williamson County, Texas. 9. Terms, conditions and stipulations in a Lease Agreement between Lin Fin Corporation and Whataburger,Inc.,recorded in Volume 1909,Page 854 of the Deed Records of Williamson County, Texas. 10. Sanitary Sewer Easement recorded in Volume 547,Page 34 and Volume 547,Page 37 of the Deed Records of Williamson County, Texas. EXHIBIT"B" - Page 1 J:\TJC\19088\001\specia1.wd.wpd f n ` 11. Landlord's Agreement and Waiver between Affiliated Food Stores, Inc., Security Pacific Equipment Leasing, Inc. and Bennett Barnes Investments, recorded in Volume 977, Page 48 of the Deed Records of Williamson County, Texas. t? !`;i !'�f:��; ('s'L•f 0T�Vii.:.:: OFFICIAL PUBLIC RECORD 10-30-200 12:35 PM 2001.079640 ANDERSON $19.00 NANCY E. RISTER ,COUNTY CLERK WILLIAMSON COUNTY., TEXAS EXHIBIT"B" - Page 2 J:\TJC\19088\001\specia1.wd.wpd December 3,2001 City of Round Rock Texas 221 E.Main Street Round Rock,Texas 78664 Re: Our File No. 07000340 Property Address: Gattis School Road to 11135 Dear Homeowner: Enclosed is your Owner Policy of Title Insurance and Original Recorded Special Warranty Deed. This policy contains important information about the real estate transaction you have just completed;it is your guarantee of ownership. Please read it and retain it with your other valuable papers. A complete and permanent file of the records concerning your transaction will be maintained in our office under the above assigned file number. These records will assure prompt processing of future title orders and save valuable time should you wish to sell or obtain a loan on your property. Visit or call any one at our offices and simply give them your personal file number. We appreciate the opportunity of serving you and will be glad to assist you in any way in regard to your future escrow or title service needs. It is not mandatory,but it is your responsibility to render your property to the respective taxing authorities to assure proper mailing of future tax notices. Again,thank you. Sincerely, First American Title Ins.Co.of Texas t--6n� V . ktWzbJt&' Brenda C.Strickland Assistant Secretary First American Title Insurance Company of Texas Enclosure: BCS/iss NV c 9 4 � FIRST AMERICAN TITLE INSURANCE COMPANY OF TEXAS 3834 Spicewood Springs Austin,Tx 7875:9 Phone (512)345-0575 FAX (512)345-0967 First American Title Insurance Company of Texas TEXAS RESIDENTIAL OWNER POLICY OF TITLE INSURANCE ONE-TO-FOUR FAMILY RESIDENCES OWNER'S INFORMATION SHEET Policy Number TR 1045228 Your Title Insurance Policy is a legal contract Su Poliza de Seguro de Titulo es un contrato legal entre between you and First American Title Insurance usted y First American Title Insurance Company of Company of Texas. This policy is not an opinion Texas. Esta poliza no es una opinion o reporte en or report of your title. It is a contract of indemnity, relacion a su titulo de propiedad. Es un contrato de meaning a promise to pay you or to take other indemnificacion, esto es, las promesa de reembolsarle action if you have a loss resulting from a covered o de tomar cualquier otro tipo de accion si usted sufre title risk. una perdida como resultado de cualquier riesgo cubierto It applies only to an improved one-to-four family por la poliza. residential property or condominium unit. If your Esta forma de poliza ha sido designada para ser utilizada land is not either of these, contact us immediately. exclusivamente en los casos de propiedades en las cuales hay construidas viviendas para no mas de cuatro familial o unidades en condominios.Si su propiedad no es ninguna de las anteriores, ,por„favor, notifiquenos inmediatamente. We insure you against certain risk t 'Your ltd title. We list thipse risks cit .p�+tr'2 * following limit your coverage: • Exclusions on • Exceptions on Schedule B. • Cornditictas ©n,pa' s ;, ,.�4. You shoutd keeptlua.policy,given`if you tran sfer the ft1t,to r land; If you want to make a clan, n . der Conditions on page 3. You do not owe any more premiums for the Policy. This sheet is not your insurance Policy. It is ilit of p* 0f,the important Policy features,,The Policy explains in detail your rights and obligations and bar r Policy—and not this shee-•-is the legal document. YOU SHOULD READ THE POLIO VEAV"C rt LLY. THE TOLL-FREE NUMBER OF FIRST AMERICAN TITLE INSURANCE COMPANY OF TEXAS IS 1-800-347-7826. YOU MAY CALL THIS NUMBER TO DISCUSS THIS POLICY OR TO MAKE'A COMPLAINT. YOU MAY WRITE TO FIRST AMERICAN TITLE INSURANCE COMPANY QF TEXAS AT THE ADDRESS IN SECTION 3 UNDER CONDITIONS ON PAGE 3. TABLE OF CONTENTS PAGE PAGE OWNER'S COVERAGE STATEMENT....................... 2 CONDITIONS......................................... 2, 3 and 4 COVERED TITLE RISKS .................................. 2 I. Definitions ........................................ 2 and 3 OUR DUTY TO DEFEND AGAINST COURT CASES.......... 2 2. Continuation of Coverage.............................. 3 SCHEDULE A...........................................INSERT 3. Your Duties if You Make a Claim...................... 3 POLICY NUMBER, DATE AND AMOUNT 4. Our Choices When You Notify Us of a Claim............. 3 1. Namc of Insured 5. Handling a Claim or Court Case........................ 3 2. Interest in Land Covered 6. Limitation of Our Liability........................... 3 and 4 3. Description of the Land 7. Transfer of Your Rights............................... 4 SCHEDULE B—EXCEPTIONS............................INSERT 8. Arbitration.......................................... 4 EXCLUSIONS............................................ 2 9. Entire Contract Provision.............................. 4 10. Complaint Notice..................................... 4 FORM T-IR: Residential Owner Pcihc�of Title Insurance Page 1 F.ffecuse 1-1-93 Page 2 OWNER'S COVERAGE STATEMENT EXCLUSIONS This Policy insures your title to the land described in Schedule In addition to the Exceptions in Schedule B,we do not insure you A — if that'land is a one-to-four family residential property or against loss, costs, attorneys' fees, and expenses resulting from condominium unit. these Exclusions: Your insurance, as described in this Coverage Statement, is 1. We do not cover loss caused by the exercise of effective on the Policy Date shown in Schedule A. governmental police power or the enforcement or violation of any law or government regulation. This includes building and zoning This document is title insurance. It is not an opinion or report of ordinances and laws and regulations concerning: your title. It is a contract of indemnity, meaning a promise to pay a. Land use you or to take other action if you have a loss resulting from a b. Improvements on the land covered title risk. c. Land division Your insurance under this contract is limited by the following: d. Environmental protection This exclusion does not apply to notices of violations or • Exclusions on page 2. notices of enforcement that appear in the public records at Policy • Exceptions in Schedule B, insert. Date. However, there may be an Exception in Schedule B. • Conditions on pages 2, 3 and 4. 2.We do not cover the right to take the land by condemning We insure you against actual loss resulting from: it, unless: a. a notice of exercise of the right appears in the public • Any title risks covered by this Policy — up to the Policy records on the Policy Date, or Amount, and b. the taking happened before the Policy Date and is • Any costs, attorneys' fees and expenses we have to pay binding on you if you bought the land without knowing under this Policy.We must approve the attorney before the attorney of the taking. begins to work. You have the right to disapprove our choice of 3. We do not cover title risks: attorney for reasonable cause. a. that are created, allowed, or agreed to by you, b. that are known to you,but not to us on the Policy Date COVERED TITLE RISKS unless they appeared in the public records, This Policy covers the following title risks subject to the Exceptions c. that result in no loss to you, or (Schedule B, insert)and Exclusions(p.2), if they affect your title d. that first affect your title after the Policy Date—this to the land on the Policy Date. We do not promise that there are does not limit the labor and material lien coverage in no covered risks. We do insure you if there are covered title risks. Item 6 of the Covered Title Risks. 1. Someone else owns an interest in your title. 4. We do not cover the effect of failure to pay value for 2. A document is invalid because of improper signature, your title. acknowledgment, delivery, or recording. 5. We do not cover lack of a right: 3. A document is invalid because of forgery,fraud,duress, a. to any land outside the area specifically described and incompetency, incapacity or impersonation. referred to in item 3 of Schedule A, 4. Restrictive covenants apply to your title. b. in streets, alleys, or waterways that touch your land. 5. There is a lien on your title because of: This exclusion does not limit the access coverage in the • a mortgage or deed of trust, Covered Title Risks. • a judgment, tax, or special assessment, or 6. We do not cover any claim based upon allegations that • a charge by a homeowner's or condominium your purchase of title(or acquisition of title by gift or otherwise): association. a. was a fraudulent conveyance, fraudulent transfer, 6.There are liens on your title for labor and material which voidable distribution, or voidable dividend; have their inception before the policy date. However,we will not b. should be subordinated or recharacterized as a result cover liens for labor and material that you agreed to pay for. of equitable subordination; 7. Others have rights in your title arising out of leases, c. was a preferential transfer unless contracts, or options. (1)the Company or its issuing agent failed to timely 8. Someone else has an easement on your land. file for record the deed to you after delivery or 9. You do not have good and indefeasible title. (2) the recordation of the deed to you is not legal 10. There are other defects in your title. record notice. 11. There are other liens or encumbrances on your title. (We do cover the two types of claims described in c. (1) and c. (2) above.) This Policy also covers the following title risk: 7. We do not cover the refusal of any person to buy, lease or lend money on your land because of unmarketability of the title. You do not have any legal right of access to and from the land. g.We do not cover claims concerning the physical condition OUR DUTY TO DEFEND AGAINST COURT CASES of your land or of the access to your land. We will defend your title in the part or parts of a court case CONDITIONS involving a Title Risk covered by this Policy.We will pay the costs, 1. DEFINITIONS attorneys' fees, and expenses that we incur in that defense. We a. Actual Loss.This is the difference between the value will not pay for the parts of a case not involving a covered title of your land without the covered title risk and the value of your risk. You may disapprove our choice of attorney for reasonable land with the covered title risk. These values are the respective cause. values at the time you must furnish proof of your loss. We can end this„duty to defend your title by exercising any of our b.Document.A deed or other conveyance of title to you options listed in-Item 4 of the Conditions, see page 3. or a prior owner. This Policy, is not complete without Schedules A and B. (Continued on inside back flap) TEXAS RESIDENTIAL OWNER POLICY OF TITLE INSURANCE ONE-TO-FOUR FAMILY RESIDENCES SCHEDULE A Policy Number: TR 1.045228 Issued simultaneous with Policy No.NONE Policy Date: October 30,2001 at I'M GF No. 07000340-060-PMD Policy Amount: $400,000.00 Premium: $2,876.00 1. Name of Insured: City of Round Rock Texas 2. We insure your interest in the land covered by this Policy is: Fee Simple 3. Legal Description of land: See Exhibit A attached hereto and made a part hereof. First American Title Ins.Co.of Texas First American Title Insurance Company of Texas Texas Residential Owner T-1R(Rev. 1-1-93)-Schedule A Valid Only if Schedule B and Cover are attached SCHEDULE B GF No. 07000340 Policy No.T R 1045228 We do not cover loss,costs,attorney's fees and expenses resulting from: 1. The following restrictive covenants of record itemized below(We must either insert specific recording data or delete this exception): Item No. 1, Schedule B,is hereby deleted. 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 land 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 2001, 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. 6. The following matters and all terms of the documents creating or offering evidence of the matters(We must insert matters or delete this exception): a. Rights of Parties in Possession. b. Easement: Purpose: electric transmission and/or distribution line Recorded: Volume 281,Page 493,Volume 281,Page 496,Volume 308,Page 44,Volume 364,Page 507, Volume 392,Page 565,Volume 424,Page 117,Volume 427,Page 13,Volume 439,Page 655, Volume 466,Page 137,Volume 473,Page 541,Volume 711,Page 589,Volume 795,Page 282, Volume 795,Page 298,Volume 892,Page 744,and Volume 953,page 646,all Deed Records, Williamson County,Texas. c. Easement: Purpose: underground telephone communications system Recorded: Volume 763,Page 498,Deed Records,Williamson County,Texas d. Easement: Purpose: public utility Recorded: Volume 769,Page 344,Deed Records,Williamson County,Texas First American Title Ins.Co.of Texas First American Title Insurance Company of Texas Texas Residential Owner T-1 R(Rev. 12-30-99)-Schedule B Valid Only if Schedule A and Cover are attached SCHEDULE B-continued File No.07000340 Policy No. TR 1045228 e. Easement: Purpose: sanitary sewer Recorded: Volume 819,Page 566,Deed Records,Williamson County,Texas f. Easement: Purpose: public utility Recorded: Volume 1679,Page 425,Official Records,Williamson County,Texas g. Easement: Purpose: ingress and egress Recorded: Volume 1359,Page 833,Official Records,Williamson County,Texas h. Terms, Conditions,and Stipulations in Lease Agreement: Lessor: Bennett Barnes Investments Lessee: T.G. &Y. Stores Co. Recorded: Volume 793,Page 572,and as amended in Volume 935,Page 554,Volume 936,Page 672 and Volume 1041,Page 121,Deed and Official Records,Williamson County,Texas i. Terms,Conditions,and Stipulations in Lease Agreement: Lessor: Lin-Fin Corporation Lessee: Whataburger,Inc. Recorded: Volume 1909,Page 854,Official Records,Williamson County,Texas j. Easement: Purpose: sanitary sewer Recorded: Volume 547,Page 34 and Volume 547,Page 37,Deed Records,Williamson County,Texas k. Terms, Conditions,and Stipulations in the Agreement by and between: Parties: Affiliated Foods Stores,Inc.and Security Pacific Equipment Leasing,Inc.and Bennett Barnes Investments Recorded: Volume 977,Page 488, Official Records,Williamson County,Texas Type: Landlord's Agreement and Waiver 1. Any portion of subject property lying within the boundaries of a public or private roadway whether dedicated or not. m. Visible and apparent easements on or across property described in Schedule A. n. Rights of tenants,as tenants only,under unrecorded leases or rental agreements. First American Title Ins.Co.of Texas t-6� V . ktkzz� By: Authorized Countersignature (HDG/sem) t Exhibit A 0.71 of an acre of land, more of less, out of the Wiley Harris Survey Abstract No. 298 situated in Williamson County, Texas and being a portion of an 1.8.484 acre tract of land coneyed to CMF Capital Company L.LC, a Delaware limited liability company in Document #2000021611, Official Public Records, Williamson County, Texas. Said 0.781 of an acre of land more particularly described by metes and bounds in Exhibit "B" attached hereto and made a part hereof. NOTE: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement in the above legal description of the area or quantity of land is not a representation that such area or quantity is correct,but is made only for informational and/or identification purposes and does not override Item 2 of Schedule B hereof. (Conti ued from inside font flap) c. Easement. A portion of your land someone else has Page 3If the rikrit to'use for a special u you tell us his information is confidential,we will pe purpose. not disclose it to anyone else unless we reasonably believe the d.Government Regulation. Any federal, state,or locale disclosure is necessary to administer he claim. law,constitutional provision, regulation,ordinance,or uideline. e. Land. The land or condominium unit decribed in d. You Must Answer Questions Under Oath. We may require you to answer questions under oath.Schedule A. and,any improvements on the land that are real' e. Effect of Failure to Cooperate. property. Our obligation to you reduces or ends if you fail or f. Knowledge or known. Actual knowledge, not refuse to: constructive knowledge or notice that may be imputed to an insured by the public records. (1) (a) provide a statement of loss, g.Mort�a�e. A type of lien on the land such as a deed (b) answer our questions under oath, or. (c) show us the papers we request, and of trust or other security instrument. )your failure or refusal ff h.Public Records. Those records required by Texas law of or to defend you against he aimaects our ability to dispose and maintained by public officials in he county where he property is located that give legal notice of matters affecting your title. 4. OUR CHOICES WHEN YOU NOTIFY US OF A CLAIM i. Title. The ownership interest in the land,as shown in Schedule A. a. After we receive your claim notice or in any ober j. We, as or our. The title insurance company. This is more of thef fol way learn a matter which we are liable, we can do one or First American Title Insurance Company of Texas. (1) Pay the claim against your title. k.You, your. The insured. (2) Negotiate a settlement. 2. CONTINUATION OF COVERAGE (3)Prosecute or defend a court case related to he claim. (4) Pay you the amount required by his Policy. We insure you as long as you: (5) Take other action under Section 4b. a. own your Title, (6)Cancel his policy by paying he Policy Amount,hen b.own a mortgage from anyone who buys your Title,or in force,and only hose costs,attorneys'fees and expenses incurred c. are liable for any Title warranties you make. up to that time that we are obligated to pay. We can choose which of these to do. We insure anyone who receives your title because of our death. y b. If you report to us that a covered title risk exists,we -will promptly investigate to determine if that covered title risk is We do not insure your transferee or assignee. valid and not barred by law or statute. A covered title risk is a title risk that this Policy does not exclude or except. 3. YOUR DUTIES IF YOU MAKE A CLAIM If we conclude that your claim, or any part of your claim, is covered by the policy, we will take one or more of he You must follow this process to make a claim: a. You Must Give Us Notice Of Your Claim following actions to the extent that it is covered: (1)Institute all necessary legal proceedings to clear If anyone claims a right against your insured title,you the title to the property; must notify us promptly. (2)Indemnify you pursuant to he terms of the policy; Send the notice to First American Title Insurance (3)Issue a new title policy without making exception Company of Texas, 1500 South Dairy Ashford,Suite 300,Houston, to he covered title risk. If another insurer issues he new title policy Texas 77077 or call 1-800-347-7826 and ask for a claims attorney. to your purchaser, lender or other transferee without making If you initially notify us by phone, we recommend that you also exception to the covered title risk, we will indemnify he other notify us in writing. Please include the Policy number shown in insurer. Schedule A, and the county where the land is. (4) Secure a release of the covered title risk. Our obligation to you is reduced or ended if: c. If we deny your claim,or any part of your claim,not (1) you fail to give prompt notice, and more than 15 days after we deny the claim, we will: (2)your failure affects our ability to dispose of or to (1) notify you in writing, and defend you against the claim. (2)give you the reasons for denial of your claim in Our obligation is reduced only to the extent that your writing. failure affects our ability to dispose of or to defend you against the claim. 5. HANDLING A CLAIM OR COURT CASE b. You Must Give Us Proof of Your Loss if We Request It. You must cooperate with us in handling any claim or court You must send to us, if we request,your signed proof of loss within case and give us all relevant information. 91 days of our request on a standard form supplied by us. Within 15 days after we receive your notice of claim, we must request We must repay you only for those settlement costs, a signed proof of loss. If not, we waive our right to require a proof attorneys' fees and expenses that we approve in advance. of loss.This waiver will not waive our other rights under he policy. When we defend or sue to clear your title, we have a right The statement must have the following information to the best of to choose the attorney. You have he right to disapprove our choice your knowledge: of attorney for reasonable cause. We can a (1) the Covered Title Risks which resulted in your the highest court. We do not have to a PPS any decision to loss, pay your claim until your case is finally decided. We do not agree that he matter is a covered (2) the dollar amount of your loss, and title risk by defending. your loss. (3) the method you used to compute the amount of We Request. 6. LIMITATION OF OUR LIABILITY C. You Must Provide Papers We may require you to show us your records,checks, Our liability is limited by the following: letters,contracts,and other papers that relate to your claim of loss. We may make copies of these papers. (Continued on back flap) (Continued from inside back panel) a. We will pay up to your actual loss or the Polic Pqge 4 Amount in force when the claim is made — whichever is less• you and us.arbitration may decide any matter in daspute,b �ween. b. If we remove the claim against your title with �. reasonable diligence or take other action under this policy after Arbitration is one means of alternative dispute resolution. It receiving notice of it, we will have no further liability for it. may lessen the time and cost of claims settlement. You may wish c. All payments we make under this policy—except for to consider another form of mediation or use the court system. costs,attorney's fees and expenses—will be subtracted from your If you choose arbitration, you may give up some-discovery rights Policy Amount. and your right to sue. d. If the Covered Title Risk is an easement, we may pay The arbitration award may: an insured mortgage holder instead of paying you when a written a. include attorneys'fees if allowed by state law,and/or agreement between you and the mortgage holder allows. If the b. be entered as a judgment in the proper court. claim involves another Covered Title Risk, we may pay the mortgage holder instead of paying you. The amount paid to the ,The arbitration shall be under the Title Insurance Arbitration Rules of the American Arbitration Association. You mortgage holder is considered a payment to you under your policy and will be subtracted from your policy amount. may choose current Rules or Rules in existence on Policy Date. e. If you do anything to affect any right of recovery or The law used in the arbitration is the law of the place where defense you may have, we can subtract from our liability the the property is located. amount by which you reduced the value of that right or defense. But we must add back to our liability any amount by which our You can get a copy of the Rules from us. expenses are reduced as a result of your action. 9. ENTIRE CONTRACT PROVISION 7. TRANSFER OF YOUR RIGHTS This policy and any endorsements we attach are the entire When we settle a claim, we have all the rights you had contract between you and us. against any person or property related to the claim. You must Any claim you make against us must be under this Policy transfer these rights to us when we ask, and you must not do and is subject to its terms. anything to affect these rights. You must let us use your name in enforcing these rights. 10. COMPLAINT NOTICE We will not be liable to you if we do not pursue these Should any dispute arise about your premium or about a rights or if we do not recover any amount that might be recoverable. claim that you have filed, contact the agent or write to us. OUR TOLL-FREE NUMBER IS 1-800-347-7826.If we do not resolve With the money we recover from enforcing these rights,we the problem, will pay whatever part of your loss we have not aid. We have p you also may write the Texas Department of aright to keep what is left. P Insurance, P.O. Box 149091, Austin, TX 78714-9101, Fax No. (512) 475-1771. THE TOLL-FREE NUMBER FOR THE 8. ARBITRATION TEXAS DEPARTMENT OF INSURANCE IS 1-800-252-3439. This notice of complaint procedure is for information only.It If it is permitted under Texas or federal law, you and we does not become a part or condition of this policy. may agree to arbitration when you file a claim. First American Title Insurance Company ATTEST of Texas `r*.\0 LE I NS�99ti �� Pv o,9 9Y ` PRESIDENT ~ N JULY 1) d 1929 2 Secretary "tMUM"i r S E x " Agent By ro O O m ro O 0 r- 00 UJ U -� �' N � t� � oo 4 � o Qo ° o ro � N .o °° ox z � o Page 2 OWNER'S COVERAGE STATEMENT EXCLUSIONS This Policy insures your title to the land described in Schedule In addition to the Exceptions in Schedule B,we do not insure you A — if that'land is a one-to-four family residential property or against loss, costs, attorneys' fees, and expenses resulting from condominium unit. these Exclusions: 1. We do not cover loss caused by the exercise of Your insurance, as described in this Coverage Statement, is effective on the Policy Date shown in Schedule A. governmental police power or the enforcement or violation of any law or government regulation. This includes building and zoning This document is title insurance. It is not an opinion or report of ordinances and laws and regulations concerning: your title. It is a contract of indemnity, meaning a promise to pay a. Land use you or to take other action if you have a loss resulting from a b. Improvements on the land covered title risk. c. Land division d. Environmental protection Your insurance under this contract is limited by the following: This exclusion does not apply to notices of violations or • Exclusions on page 2. notices of enforcement that appear in the public records at Policy • Exceptions in Schedule B, insert. Date. However, there may be an Exception in Schedule B. • Conditions on pages 2, 3 and 4. 2.We do not cover the right to take the land by condemning it, unless: We insure you against actual loss resulting from: a. a notice of exercise of the right appears in the public • Any title risks covered by this Policy —up to the Policy b records g hap���y�fore' or the Policy Date and is Amount, and • Any costs, attorneys' fees and expenses we have to pay binding on you if you bought the land without knowing under this Policy.We must approve the attorney before the attorney of the taking. begins to work. You have the right to disapprove our choice of 3. We do not cover title risks: attorney for reasonable cause. a. that are created, allowed, or agreed to by you, b. that are known to you,but not to us on the Policy Date COVERED TITLE RISKS unless they appeared in the public records, c. that result in no loss to you, or This Policy covers the following title risks subject to the Exceptions c. that first affect your title after the Policy Date—this (Schedule B, insert)and Exclusions(p.2), if they affect your title does not limit the labor and material lien coverage in to the land on the Policy Date. We do not promise that there are Item 6 of the Covered Title Risks. no covered risks.We do insure you if there are covered title risks. 1. Someone else owns an interest in your title. 4. We do not cover the effect of failure to pay value for our title. 2. A document is invalid because of improper signature, y 5 We do not cover lack of a right: acknowledgment, delivery, or recording. a. to any land outside the area specifically described and 3. A document is invalid because of forgery,fraud,duress, referred to in item 3 of Schedule A, incompetency, incapacity or impersonation. b. in streets, alleys,or waterways that touch your land. 4. Restrictive covenants apply to your title. This exclusion does not limit the access coverage in the 5. There is a lien on your title because of: Covered Title Risks. • a mortgage or deed of trust, 6. We do not cover any claim based upon allegations that • a judgment, tax, or special assessment, or purchase of title(or acquisition of title by gift or otherwise): • a charge by a homeowner's or condominium your a. was a fraudulent conveyance, fraudulent transfer, association. 6.There are liens on your title for labor and material which voidable distribution, or voidable dividend; have their inception before the policy date. However,we will not b. should be subordinated or recharacterized as a result cover liens for labor and material that you agreed to pay for. of equitable subordination; 7. Others have rights in your title arising out of leases, c. was a preferential transfer unless contracts, or options. (1)the Company or its issuing agent failed to timely 8. Someone else has an easement on your land. file for record the deed to you after delivery or 9. You do not have good and indefeasible title. (2) the recordation of the deed to you is not legal 10. There are other defects in your title. record notice. 11. There are other liens or encumbrances on your title. (We do cover the two types of claims described in c. (1) and C. (2) above.) This Policy also covers the following title risk: 7. We do not cover the refusal of any person to buy, lease or lend money on your land because of unmarketability of the title. You do not have any legal right of access to and from the land. 8.We do not cover claims concerning the physical condition OUR DUTY TO DEFEND AGAINST COURT CASES of your land or of the access to your land. We will defend your title in the part or parts of a court case CONDITIONS involving a Title Risk covered by this Policy.We will pay the costs, 1. DEFINITIONS attorneys' fees, and expenses that we incur in that defense. We a. Actual Loss. This is the difference between the value will not pay for the parts of a case not involving a covered title of your land without the covered title risk and the value of your risk. You may disapprove our choice of attorney for reasonable land with the covered title risk. These values are the respective cause. values at the time you must furnish proof of your loss. We can end this.duty to defend your title by exercisingan of our weer conve options listed in`Item 4 of the Conditions, see page , y Of a prior b.DOCUment.A deed Oj yance of title to Q p owner- y u This Policy is not complete without S;c1ledules A and B. . T ..