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OR 91-500-A-137 Zoning change to PD Open Space, west side of MacArthur & north of Beltline Rd AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. 91500A137 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, AMENDING THE COMPREHENSIVE ZONING ORDINANCE AND MAP OF THE CITY OF COPPELL, TEXAS, AS HERETOFORE AMENDED, BY GRANTING A CHANGE IN ZONING FROM "C" (COMMERCIAL) TO "PD-OPEN SPACE" (PLANNED DEVELOPMENT, OPEN SPACE) TO ALLOW A LANDSCAPED COMMON AREA, LOCATED ON THE PROPERTY DESCRIBED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR A DEVELOPMENT CONDITION; PROVIDING FOR THE APPROVAL OF THE PROPERTY COVENANTS AND MUTUAL INGRESS, EGRESS AND PARKING AGREEMENT, ATTACHED HERETO AS EXHIBIT "B"; PROVIDING FOR THE APPROVAL OF THE LANDSCAPE PLAN ATTACHED HERETO AS EXHIBIT "C"; PROVIDING FOR THE APPROVAL OF THE IRRIGATION PLAN ATTACHED HERETO AS EXHIBIT "D"; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00) FOR EACH OFFENSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Planning and Zoning Commission and the governing body of the City of Coppell, Texas, in compliance with the laws of the State of Texas and pursuant to the Comprehensive Zoning Ordinance of the City of Coppell, have given requisite notices by publication and otherwise, and after holding due hearings and affording a full and fair hearing to all property owners generally, and to all persons interested and situated in the affected area and in the vicinity thereof, the said governing body is of the opinion that Zoning Application No. PD- 155(CH) should be approved, and in the exercise of legislative discretion have concluded that the Comprehensive Zoning Ordinance and Map should be amended. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That the Comprehensive Zoning Ordinance and Map of the City of Coppell, Texas, duly passed by the governing body of the City of Coppell, Texas, as heretofore amended, be and the same is hereby amended to grant a change in zoning from "C" (Commercial) to "PD-Open Space" (Planned Development, Open Space) to allow a landscaped common area, located on the SS239 1 west side of MacArthur Boulevard, approximately 1,350 feet north of Beltline Road, and being more particularly described in Exhibit "A" attached hereto and made a part hereof for all purposes. SECTION 2. That the property shall be developed and used only in accordance with the Property Covenants and Mutual Ingress, Egress and Parking Agreement, Exhibit "B"; Landscape Plan, Exhibit "C"; and Irrigation Plan, Exhibit "D". SECTION 3. That the Property Covenants and Mutual Ingress, Egress and Parking Agreement attached hereto as Exhibit "B", Landscape Plan attached hereto as Exhibit "C", Irrigation Plan attached hereto as Exhibit "D", and made a part hereof for all purposes are hereby approved. SECTION 4. That the above property shall be used only in the manner and for the purpose provided for by the Comprehensive Zoning Ordinance of the City of Coppell, as heretofore amended, and as amended herein. SECTION 5. That all provisions of the Comprehensive Zoning Ordinance of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. SECTION 6. That should any sentence, paragraph, subdivision, clause, phrase or section of this ordinance be adjudged or held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this ordinance as a whole, or any part or provision thereof other than the part so decided to be unconstitutional, illegal or invalid, and shall not affect the validity of the Comprehensive Zoning Ordinance as a whole. SS239 2 SECTION 7. An offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Comprehensive Zoning Ordinance, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 8. That any person, firm or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Comprehensive Zoning Ordinance of the City of Coppell, as heretofore amended, and upon conviction shall be punished by a fine not to exceed the stun of Two Thousand Dollars ($2,000.00) for each offense; and each and every day such violation shall continue shall be deemed to constitute a separate offense. SECTION 9. That this ordinance shall take effect immediately from and after its passage and the publication of its caption, as the law and charter in such cases provide. DULY PASSED by the City Council of the City of Coppell, Texas, this the /.BZ-Z/ day of _ ~d~:.~ ~A' , 1996. APPROVED: TOM MORTON, MAYOR ATTEST: L~ID~ GR~U, CITY SECRETARY APPROVED AS TO FORM: PETER G. SMITH, CITY ATTORNEY (PGS/tt! 7/11/96) SS239 3 LEGAL DESCRIPTION ) BEING a tract or parcel of land situated in the Singleton Thompson Survey, Abstract No. 1493, and the S.A. & M. G. R.R. Survey, Abstract No. 1442, in the City of Coppell, Dallas, County, Texas, and being a portion of that certain 6.6491 acre tract of land described as Tract 8, in Volume 93248, Page 299 of the Deed Records, Dallas County, Texas and being more particularly describe by metes and bounds as follows: COMMENCING at an 'x' found in brick pavers for the southeast corner of said 6.6491 acre tract, said 'x' being in the west right-of-way of MacArthur Boulevard (a 110 foot right-of-way); THENCE North 27 degrees 08 minutes 01 seconds East a distance of 121.42 feet with said west right-of-way to a 1/2 inch iron rod with cap stamped NDM found for the point of curvature of a tangent curve to the left, having a central angle of 09 degrees 49 minutes 13 seconds, a radius of 765.00 feet, a tangent length of 65.72 feet, and a long chord that bears North 22 degrees 13 minutes 24 seconds East a distance of 130.96 feet; THENCE an arc distance of 131.12 feet with said curve and with said west right-of- way to a 1/2 inch iron rod with cap stamped NDM found for a point along said tangent curve to the left; THENCE continuing along an additional segment of said curve to the left, having a central angle of 15 degrees 17 minutes 47 seconds, a tangent length of 102.73 feet, and a long chord that bears North 09 degrees 39 minutes 54 seconds East a distance of 203.63 feet; for an arc distance of 204.23 feet with said curve and with said right- of-way to a 1/2 iron rod with cap marked NDM found for the POINT OF BEGINNING of this description; THENCE North 87 degrees 58 minutes 59 seconds West a distance of 59.79 feet to a 1/2 inch iron rod with cap stamped NDM found for comer; THENCE an arc distance of 23.75 feet with said curve to a 1/2 inch iron rod with cap stamped NDM found for a point of curvature of a tangent curve to the right having a central angle of 27 degrees 12 minutes 40 seconds, a radius of 50.00 feet, a tangent length of 12.10 feet, and a long chord that bears South 74 degrees 22 minutes 39 seconds West a distance of 23.52 feet; THENCE North 60 degrees 46 minutes 19 seconds East a distance of 67.12 feet to a 1/2 inch iron rod with cap stamped NDM found for comer; THENCE North 29 degrees 13 minutes 41 seconds East a distance of 386.73 feet to a 1/2 inch iron rod with cap stamped NDM found for comer in the west right-of-way of MacArthur Boulevard; THENCE along the west right-of-way line of MacArthur Boulevard a distance of 242.81 feet to the POINT OF BEGINNING and containing 19,142 square feet or 0.440 acres of land. OR~'~BN°. ~ ~o~ · ~RO~ERTY CO~ENANT~ AND ~UTUAL ,~.o,~'~ AND EG~SS AG~EMENT ~ ~'~ O7~ STATE OF TE~S ~ 07/17/% X~SSS .7.00 ~ Deed CO~TY OF DALLAS ~s Prope~ Cgv~n~ ~d Mum~ Ingress ~d Egress Agreement (this "A~reement') is executed ~ of July / ~ ,1996, be~een D~LAS ~A AFFO~ABLE~ARTNERS IV, LP., a California limited p~ers~p ("D~P'), ~ASON HA~SON ENTE~SES, ~ O~oma general p~ners~p ("~ason'), GA-TEX, LTD., a Texas limited p~ership ("Ga-Tex') ~d ZELL THeE INC., a Delaw~e co~oration ("ZelF'). ~CIT~S; A. D~ is ~e o~er of~l of~at cen~ prope~ in D~I~ Co,W, Tex~ designated E~ibit A a~ached hereto (~e "Prope~'); B. M~on h~ con~cted ~ D~ to acquir~ th~ portion of ~e Prope~ designated on E~ibit B a2ached hereto (~ "$onic Prope~'); C. Oa-Tex h~ con~acted ~ D~ to acq~e ~e potion of~e Prope~ designated on E~ibit C a~ached hereto (~e "SpeeDeLube Site"); D. Z~ll h~ con~acted ~ D~ to acquke ~e portion of tho Prope~ designated on E~ibit D a2ach~d hereto (~ "Zell Site"); E. M~on, Oa-Tex ~d Zell ~1 deske to have mutual ingress ~d egress to the v~ous p~cels comprising ~ So,c, SpeeDeLube ~d Z~II sites t~ough ~e c~b cuts along Mac~h~ Boulev~d; ~d F. D~P, M~on, Oa-Tex ~d Zell all desire to develop ~ek sites ~th the s~e exterior brick fi~sh to ~ek b~ldings, to have co--only designed signage, ~d to co~o~ to a m~ter l~dscaping pl~, ~d ~1 such p~ies deske to record ~s A~eement ~ a res~cfive coven~t aga~st ~ Prop~ to provido ~erofor. AG~E~ENTS; For v~ble consideration, th~ receipt ~d s~ficiency of w~ch ~ h~r~by ac~owledged, ~e p~ies hereto agree ~ follows: 1. ~um~l In~ress ~nd E~ress. M~on, Ga-Tex ~d Zell, ~d eve~ ~ o~er of ~ respectivo sites, sh~l each haw, ~d ~e horeby grated, sold ~d conveyed, a non-exclusiw e~ement for ~ess ~d e~ess for ve~c~ ~d pedes~ ~a~c upon ~at po~on of ~e Prope~ 1 "s" o OS]3O designated on the Site Plan attached hereto as Exhibit I~ for ingress and egress driveways (the "Easement Tract"). Such easement includes the right to the uninterrupted use of such ingress and egress driveways, free of charge. It is expressly agreed that such easement shall be for the mutual use and benefit of Mason, Ga-Tex and Zell and each of their respective successors and assigns, and the respective guests, customers, invitees, licensees, lessees, and employees, or any of them. 2. Construction. Each owner of any portion of the Property (each, a "Property Owner") shall, at the time that it constructs its building on its respective site, construct the portion of the mutual ingress and egress driveways shown on its respective site, unless the same has previously been constructed by DAAP or another Property Owner, in which event such owner shall reimburse DAAP or such other Property Owner for the cost of constructing the portion of the mutual ingress and egress driveways on such Property Owner's site at the time that it acquires its portion of the Property from DAAP. Upon the first of the parties hereto constructing its building on its site, DAAP shall construct (or pay for the construction of) (a) the portion of the fire lane/common access easement indicated on Exhibit E, and (b) the landscaping and irrigation system associated therewith on the "Bonus Landscaping Area" indicated on Exhibit F-2 attached hereto. 3. Maintenance. Each Property Owner shall maintain and keep in good repair its respective site, including that portion of the Easement Tract located on its respective site, and shall keep such areas clear and free of all rubbish. No Property Owner shall direct, maintain, place or leave any obstruction, fence, wall or barricade which would in any way obstruct or hinder the easement which is the subject hereof; however, Mason, Ga-Tex or Zell may close off any portion of the Easement Tract as appropriate, but only for such reasonable period of time as may be legally necessary to prevent the acquisition of prescriptive fights by any other person provided that prior to the closing of any portion of the Easement Tract, the party responsible for such closing shall give written notice to the other parties of its intention to do so, and shall coordinate such closing with the other parties so as to minimize as much as possible unreasonable interference with pedestrian or vehicular traffic. 4. Bonus Landscape Area. Each Owner shall pay to the owner of the Zell Site, within 30 days after delivery of an invoice therefor, such owner's pro rata share (as set forth on Exhibit I) of the total costs of owning and maintaining the Bonus Landscape Area (including, without limitation, all (A) city assessed fees, taxes, insurance, maintenance, repair and replacement costs, and (B) all costs of enforcing the owner of the Zell Site's rights under this Section 4, including reasonable attorneys' fees and expenses). If the owner of the Zell Site fails to maintain the Bonus Landscape Area under the terms of this Section, any other Property Owner may notify the owner of the Zell Site in writing c~fthe necessity for repairs or maintenance hereunder. If the owner of the Zell Site shall not remedy the default within thirty (30) days after receipt of such notice, the complaining party may have such repairs made and the owner of the Zell Site shall be responsible for reimbursement of such costs incurred by the complaining party therefor without fiarther notice. The owner of Zell Site may, in its sole and absolute discretion, delegate its rights and obligations under this Section 4 with respect to the Bonus Landscape Area to any other Property Owner willing to accept such delegation by notifying all Property Owners hereunder. F:~'I',ZEL 375~48000'~PC-AGT.4 2 -TB T "V' (2 of 9,..3139 5. Mutual Landscaping Plan. Each Property Owner shall plant the plants and trees described in the landscaping plan attached hereto as ~ in developing its sites. Each Property Owner shall keep its grass neatly trimmed and maintain and keep in good repair the landscaping on its respective site, replacing promptly any dead landscaping material with plants and trees of substantially similar size, type and quality. In the event of default by any such Property Owner under the terms of this Section, any other Property Owner may notify the defaulting party in writing of the necessity for maintenance of its landscaping. If the defaulting party does not remedy the default within thirty (30) days, the complaining Property Owner may have such landscaping maintenance or replacement performed and the defaulting party shall be responsible for reimbursement of such costs incurred by the complaining Property Owner therefor without further notice. 6. Brick Facade. Each Property Owner shall use the following brick types and colors in developing its buildings on its respective site: predominate brick - US Brick Patriot Executive (Mineral Wells Plant); accent brick - US Brick Hillstone (Ogden Plant). Each Property Owner shall use the red brick identified above as their primary exterior material, with accent banding of white brick, in substantially the same fashion as the Sonic restaurant rendering set forth on l~xhibit (3 attached hereto. The exterior design of the various buildings to be built on the sites shall be approved by DAAP in writing prior to the construction of any such buildings, such approval to not be unreasonably withheld, delayed or conditioned provided that the rendering of the same complies with the terms of this Section 6. 7. ~Shl:~_ag.~. Each Property Owner shall utilize monument signage that is substantially similar to the signage pictured on ~ attached hereto. Such monument signage shall be approved by DAAP in writing prior to the construction of any such monument sign, such approval to not be unreasonably withheld, delayed or conditioned provided that the rendering of the same complies with the terms of this Section 7. 8. Default Interest: Lien. If any party fails to pay any amounts due hereunder, interest shall accrue on such unpaid amount from the date due to the date paid at the lesser of (i) eighteen percent (18%) per annum or (ii) the highest non-usurious rate permitted by law. The failure of any party to pay its share of any costs under this Agreement within thirty (30) days after written request shall entitle the non-defaulting party to place a mechanic's lien on the defaulting party's property (including, without limitation, the defaulting party's interest in the Easement Tract) securing the repayment of the amount incurred and thereat~er enforce such mechanic's lien in accordance with all applicable laws. 9. Insurance. Each Property Owner shall be obligated to take and maintain, at its own cost and expense, comprehensive general liability insurance in a minimum amount of $2,000,000 combined single limit, which comprehensive general liability policy shall include (a) coverage for bodily injury and death and property damage, and (b) contractual liability coverage insuring the obligations of such party under the terms of this Agreement. Upon 15 days prior written request, any such party shall provide evidence of the existence of such insurance to the requesting Property Owner. F:~BT~ZEL37~48000~PC-AGT.4 EXHIBI~ ~'I!" (3 of 21) 10. Indemnity. Subject to Section 11, each Property Owner agrees to indemnify, defend and hold every other Property Owner and their respective successors, assigns, agents, lessees, employees, contractors, partners, directors, officers and affiliates (collectively, the "Indemnified Partie~") harmless from and against any and all claims, suits, penalties, liabilities and expenses (including, without limitation, attorneys' fees) for any injury to persons (including death) or damage to property arising out of, resulting from, or in connection with, the negligence or fault of the indemnifying party and any of its tenants, agents, affiliates, invitees, employees, contractors and customers, and relating to the Easement Tract, except for such injury, death or damages resulting from the negligence or fault of the non-indemnifying party. 11. Waiver of Subrogation. Each Property Owner waives any claim it may have against any such other party hereto for any damage to or theft, destruction, loss (including bodily injury or death), or loss or use of any property, to the extent the same is insured against (or required to be insured against hereunder) under any insurance policy maintained by it, regardless of whether the negligence or fault of the other party_ caused such loss. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier's fights of recovery under subrogation or otherwise against such other party. 12. No Dedication. The easement granted herein and fights granted herein are not intended and shall not be construed as a gif~ or dedication of any of the Easement Tract, or the rights granted herein to the general public or for the general public or for any public use or purpose whatsoever, and the parties agree to refrain from and take whatever steps may be necessary to avoid such dedication. 13. Duration of Easement Periods. Except as otherwise provided herein, the obligations and easement rights referred to herein shall continue in full force and effect unless terminate.d by instrument signed by all Property Owners and recorded in the Real Property Records of Dallas County, Texas. 14. Covenants Running with the Land. All fights and obligations arising hereunder are covenants running with the land, binding upon and inuring to the benefit of the respective parties and their respective successors in title. 15. Notices. Any notice required or permitted to be given under or in connection with this Agreement shall be in writing and shall be mailed by fLrst class or express mail, postage prepaid, or sent by telecopy (followed by written confirmation in accordance with this Section 15) to the addresses set forth under the signatures of the parties hereto. Any communications so addressed and delivered shall be deemed given when delivered to the address of the intended addressee. Any party may change its address by delivering written notice thereof as provided in this Section 15. 16. Governing Law and Venue. The laws of the State of Texas shall govern this Agreement. Any legal actions instituted hereunder shall be brought in Dallas County, Texas. 17. Amendment. Except as otherwise specifically set forth herein, neither this Agreement nor any provision may be waived, modified, amended, discharged or terminated except F:kBT~ZEL375~48000~-AGT.4 .4 xBxT "B" (4 of 96139 03[ 12 by an immanent in writing signed by all of the Property Owners and recorded in the Real Property Records of Dallas County, Texas. No consent to the amendment, modification or termination of any provision of this Agreement shall ever be required of any invitee, licensee or tenant of any Property Owner or their respective successors and assigns. 18. No Third Party_ Beneficiaries. This Agreement is solely for the benefit of the parties expressly set forth herein and no third party may rely or be entitled to any benefits hereunder. 19. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter. If any provisions of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and in force as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be effected by such illegal, invalid or unenforceable provision or by severance fi.om this Agreement. 20. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one document. Executed as of the date first above written. F:'~B'ISZEL~375X48000~PC-AGT.4 5 I~'ltlBIT "B" (5 of 21~ I 39 03[[ I 3 DALLAS AREA AFFORDABLE PARTNERS IV, L.P., a California limited partnership By: CED Capital Holdings III, Ltd., a Florida limited partnership, its General Partner By: CED COnstruction, Inc., a Florida corporation, its G~eneral _~,.. ner Title: Address: 8445 Freeport Parkway, Suite 650 Irving, Texas 75063 Telephone: 214-929-7127 Telecopy: 214-929-7127 THE STATE OF.'7~:;''/~ § COUNTY OF .~,'~zz..~-_-~ § ~ ~s ~em,~ ~ac~owledged before me on July /~ ., 1996, by /O~,~r ~'/.g/K~-',f~' ,~ J-R~,~ ~w ~ of CED Const~ction, Ino., a Flo~da co~oration and the general p~er of CED Capital Holdings III, Ltd., a Florida limited pmnersNp ~d the general pruner of D~LAS ~A ~FO~LE P~ERS IV, L.P., a Califo~a limited p~ersNp, on behalf of such co~oration ~d limited pmnersNps. No~ Publio, State of ~~x F:~B"I~ZEL37~4 $000'~C-AGT.4 6 96139 EXgIBIT "B': (6 of 21) MASON HARRISON JARRARD ENTE~RISES, an Oklahoma general partnership Address: 11104 NW 122nd Street Oklahoma City, Oklahoma 73162 Telephone: 405-722-9390 Telecopy: 405-720-9113 THE STATE OF ~~ § COUNTY OF ~ This instrument was acknowledged before me on July /~ ,1996, by Gary Jarrard, a general partner of MASON HARRISON JARRARD ENTERPRISES, an Oklahoma general partnership, on behalf of said partnership. (9//o/c/7 ' Xotar~ Public, State orc~ 0£ ctiz/,':~'r~,q F:~B'IXZEL37~48000~C.AGT.4 7 ~mT "R" (7 of 2,) 9 6 13 9 0 3 L~ I 5 GA-TEX, LTD., a Texas limited partnership By: CMW, Inc., a Texas corporation, its General Partner By: ~ President Address: 15317 Midway Road Dallas, Texas 75244-2112 Telephone: 214-661-1204 Telecopy: 214-661-1210 THE STATE OF TEXAS § COUNTY OF A(<;~.~--~ § This instrument was acknowledged before me on July ?c~ ,1996, by Ronnie L. Wilson, President of CMW, Inc., a Texas corporation, the General Panner of Ga-Tex, Ltd., a Texas limited parmership, on behalf of said corporation and limited partnership. Notary I~lic, State of Texas u ....":~;.;:~::~;;', MARJORIE A. WALDVOGEL [ ~ ~/-x:-~:~-:-"~ ,/ Notary Public S~.te of Texa.~ ~. ":5~;-~';~-,.q.'~ NOV,1,7,199717, 1997 F:~BT~ZEL37~48000~3-AGT.4 8 IrXlqlBI'r "B" (8 of 21) 9 6 i 3 9. 0 3 [4 I $ ZELL THREE INC., a Del.~g~oration ~-'~mhael Y. Canno , ' Address: 9400 S. Dadeland Boulevard Penthouse 1 Miami, Florida 33156-2817 Telephone: 305-670-0001 Telecopy: 305-670-2180 THE STATE OF FLORIDA § COUNTY OF DADE § This instrument was acknowledged before me on July V , 1996, by Michael Y. Cannon, President of Zell Three Inc., a Delaware, corporation, on behalf of such corporation. Notary Public, State bf Florida I~-~? ~1~:~4,2000 F:~B T~ZEL375548000~PC-AGT.3 9 96139 03h. I 7 EXHIBIT "B" (9 of 21) EXHIBITS TO PROPERTY COVENANTS AND MUTUAL INGRESS, EGRESS AND PARKING AGREEMENT Exhibit A - Description of Entire tract (all 16 acres) Exhibit B - Description of Sonic Property Exhibit C - Description of SpeeDeLube Property Exhibit D - Description of Zell Property Exhibit E - Site Plan Exhibit F-I - Landscaping Plan Exhibit F-2 - Description of Bonus Landscaping Area Exhibit G - Sonic Rendering Exh/bit H - Monument Signage Exhibit I - Pro Rata Share of Cost and Maintenance of Landscape Area F:~B'I~TEL37~48000~PC-AGT.4 10 ~.~'~'.r "~" (~o o~: 2~) 9 6 i 3 9 0 3 q. I 8 EXHIBIT A Entire Tract Descriptioa DESCRIPTION Being o tract or parcel of land situated in the Singleton Thompson Survey, Abstract Number 1493, and the S.A. & M.G. Survey, Abstract Number 1442, end the J.C. Cook Survey. Abstract Number :315, in the City of Coppell, Dallas County, Texas, end being a portion of that certain tract of land conveyed to Terra Corporate Joint Venture, a recorded in Volume 85072, Page 4¢54, , Deed Records. Dallas County, Texas, and being a portion of Riyerchose Drive, os recorded in Volume 86090, Page 5507, of said Deed Records, and being more particularly described as follows; BEGINNING o[ a 1/'2." iron rod found for the intersection of the west right-of-way of MacArthur Boulevard (a tO0' right-of-way), with the north right-of-way of a 100 foot St. Louis & Southwestern Railroad righf.-of-way; THENCE N 86':21'18" W, 709.4-4. feet with the nor'~h line of said to a St. Louis & Southwestern Railroad right-of-way to o 1/2" iron rod found in the east right-of-way line of o 1.30 foot Dallas Power ~. light Company right-of-way os recorded in Volume 4594, P~ge 302, of the aforementioned Oeed Records, For comer; THENCE N 29'13'41" E, 18,34.21 feet with said east right-of- way line to a 1/2"'iron rod found in.the aforementioned west right--of-way of MocArthur Boulevard, for the point of curvature of a non-tangent curve to the right, having o central angle of 61'20'08"; a radius of 765.00 feet, o tangent length of 4-53.64 feet, and a ~ong chord that bears S 05'32'03" E. 780.59 feet; THENCE an arc distance of 818.94- feet with said curve and said wes[ right-of-way to o 1/2" iron rod found for corner; THENCE S 27'08'01" W, ;305.45 feet with said west right-of- way to a 1/'2" iran rod found I'or the point of curvo~(ure of a tangent curve to the left, having (3 central angle of 27'05',~3", a radius of.875.00 feet, o tangent length of 210.86 feet, and a long chord that bears S 13'35'0¢" W, 409.98 feet; THENCE an arc dlstgnce of 413.8.3 feet with said curve and with said west right-of-way to a 1/2" iron rod found for corner; THENCE $ 00'02'08" W, lg6.55 feet with said west right-of- way to the POINT OF BEGINNING and containing 16..335 Acres, (711,5.35 S.F.) of land, more or less. "B" (n of 9 $ i 3 9 0 3 b, I 9 Sonic Property_ Description Being a tract or parcel of land situated in the Singleton Thompson Survey, Abstract Number 1493, in the City of Coppell, Dallas County, Texas, and being a portion of that certain 6.6491 acre tract of land described as Tract 8, in Volume 93248, Page 299, Deed Records, Dallas County, Texas, and being a portion of the abandoned right-of-way of Riverchase Drive (a 60' right-of-way), as abandoned by City of Coppell Ordinance 95730, recorded in Volume 96006, Page 2843, Deed Records of Dallas County, Texas and being more particularly described as follows: BEGINNING at a "X" set in concrete, said "X" being in the west right-of-way of MacArthur Boulevard (a 60' right-of-way), said "X" being S 27 degrees 08 minutes 01 second W, 30.06 feet with said west right-of-way from a "X" found in paver bricks for the southeast corner a said 6.6491 acre tract, for the Point of Beginning, said "X" being the point of curvature of a curve to the left, having a central angle of 34 degrees 21 minutes 11 seconds, a radius of 424.97 feet, a tangent length of 131.36 feet, and a long chord that bears N 82 degrees 41 minutes 51 seconds W, 251.00 feet; THENCE an arc distance of 254.80 feet with said curve to a 1/2" iron rod set with cap stamped NDM; THENCE N 29 degrees 13 minutes 41 seconds E, 243.62 feet to a 1/2" iron rod set with cap stamped NDM; THENCE S 60 degrees 46 minutes 19 seconds E, 227.37 feet to a 1/2" iron rod set with cap stamped NDM in the aforementioned west right-of-way of MacArthur Boulevard; THENCE S 27 degrees 08 minutes 01 second W, 150.00. feet with said west right-of-way to the POINT OF BEGINNING and containing 0.9692 Acres, (42,219 S.F.) of land, more or less. SpeeDeLube Property Description THENCE ~ 29 d{~ee, 13 m~n~es 41 {*conds E, 131.46 {ae~ ~o ~ 1/2" iron rod ~I{~CE S 60 ~e~ees ~6 lainu~es ~0 secon~ E, 211.3~ fe~ CO ~ 1/~' t~on ro~ sec 96139 03[~2 I F.~IT "B" (~3 of 2~) EXHIBIT D Z¢ll property_ TRACT I: BEING a tract or parcel of land situated in the Singleton Thompson Survey, Abstract Number 1493, and the S.A. & M.G.R.R. Survey, Abstract Number 1442, in the City of Coppell, Dallas County, Texas, and being a portion of that certain 6.6491 acre tract of land described as Tract 8, in Volume 93248, Page 299, Deed Records, Dallas County, Texas, and being more particularly described as follows; COMMENCING at an "X" found in brick pavers for the Southeast corner of said 6.6491 acre tract, said "X" being in the West right-of-way of MacArthur Boulevard (a 110 foot right-of-way); THENCE North 27 degrees 08 minutes 01 seconds East, 121.42 feet with said West right-of-way to a 1/2" iron rod found for the point of curvature of a tangent curve to the left, having a central angle of 09 degrees 49 minutes 13 seconds, a radius of 765.00 feet, a tangent length of 65.72 feet, and a long chord that bears North 22 degrees 13 minutes 24 seconds East, 130.96 feet; THENCE an arc distance of 131.12 feet with said curve and with said West right-of-way to a 1/2" iron rod set with cap stamped NDM for the POINT OF BEGINNING; THENCE North 60 degrees 46 minutes 20 seconds West, 211.34 feet to a 1/2" iron rod set with cap stamped NDM; THENCE North 29 degrees 13 minutes 41 seconds East, 159.00 feet to a 1/2" iron rod set with cap stamped NDM: THENCE South 60 degrees 46 minutes 19 seconds East, 67.12 feet to a 1/2" iron rod set with cap stamped NDM for the point of curvature of a tangent curve to the left, having a central angle of 27 degrees 12 minutes 40 seconds, a radius of 50.00 feet, a tangent length of 12.10 feet, and a long chord that bears South 74 degrees 22 minutes 39 seconds East, 23.52 feet; THENCE an arc distance of 23.75 feet with said curve to a 1/2" iron rod set with cap stamped NDM~ THENCE South 87 degrees 58 minutes 59 seconds East, 59.79 feet to a 1/2" iron rod found with cap stamped NDM in the aforementioned West right-of-way of MacArthur Boulevard for the point of curvature of a non-tangent curve to the right, having a central angle of 15 degrees 17 minutes 47 seconds, a radius of 765.00 feet, a tangent length of 102.73 feet, and a long chord that bears South 09 degrees 39 minutes 54 seconds West, 203.63 feet; THENCE an arc distance of 204.23 feet with said curve and with said West right-of-way to the POINT OF BEGINNING and containing 0.718 acres, (31,291 S.F.) of land. Landscaping Plan Down to Earth, Inc. ~Iaster Plan dated February 20, 1996. Bonus Landscaping Area Description TRACT II: Being a tract of land situated in the Singleton Thompson Survey, Abstract Number 1493, and the S.A. & M.G.R.R. Survey, Abstract Number 1442, in the City of Coppell, Dallas County, Texas, and being a portion of that certain 6.6491 acre tract of land described in Volume 93248, Page 299, Deed Records, Dallas County, Texas, and being more particularly described as follows: COMMENCING at a 1/2" iron rod found for the north corner of said 6.6491 acre tract, said iron rod also being in the southwest right-of-way of MacArthur Boulevard (a 110' R.O.W.), said iron rod also being the point of curvature of a curve to the right, having a central angle of 18 degrees O1 minute 59 seconds, a radius of 765.00 feet, a tangent length of 121.39 feet, and a long chord that bears S 25 degrees 11 minutes 07 seconds E, 239.76 feet; THENCE 240.77 feet with said curve and said southwest right-of-way to a 1/2" iron rod found with cap stamped NDM for the POINT OF BEGINNING, said iron rod also being the point of curvature of a curve to the right, having a central angle of 18 degrees 11 minutes 08 seconds, a radius of 765.00 feet, a tangent length of 122.43 feet, and a long chord that bears S 07 degrees 04 minutes 34 seconds E, 241.79 feet; THENCE an arc distance of 242.81 feet with said curve and with said southwest right-of-way to a 1/2" iron rod found with cap stamped NDM; THENCE N 87 degrees 58 minutes 59 seconds W, 59.79 feet to a 1/2" iron rod found with cap stamped NDM for the point of curvature of a tangent curve to the right, having a central angle of 27 degrees 12 minutes 40 seconds, a radius of 50.00 feet, a tangent length of 12.10 feet, and a long chord that bears N 74 degrees 22 minutes 39 seconds W, 23.52 feet; THENCE an arc distance of 23.75 feet with said curve to a 1/2" iron rod found with cap stamped NDM; THENCE N 60 degrees 46 minutes 19 seconds W, 67.12 feet to a 1/2" iron rod found with cap stamped NDM; THENCE N 29 degrees 13 minutes 41 seconds E, 227.73 feet to the POINT OF BEGINNING and containing 0.439 Acre, (19,143 S.F.) of land, more or less. EXHIBIT G ___ Sonic Rendering ~ ' il/"l ~ I I~ ............. :I,. .... . ~.~ .... :~:,...~ ,,.. ~ ~ ~ --'s,, i ~, . ~. · ;~ : ~ ~ ~ ~ ~, : .I, I~.... . ...~ -.. I.. · I ... ! -., _ .... }.., ....... ~-. ~..~'~. ~ i .... ~ ' '.~il. · ........... ~..~ ..... i I ,..~ L. ' Il.:.. , ~ [:1 ......... "- ..... ~. · . I~-. ~ I.- ~'I ~... , , .... ~"~ .., ~. n I · ~ / ~: ~ '.h,.". ' ~.~ ~ ;-; / ~ ~, ' ' ".' r~ ~. ~ .~ ...... ' 14~, N, ' .... . ~"] ~:' · --,~.', ~.~1~ ~ :'.. · . ~ "" ~ I ~ · , .' ri ~" . · ' I.-.~' I~ l"'~ · h !~ " ~. ~1~ ,'l :. ' .~: [.., ~ ,i ~:. ' · *:'..' *'_....~~~ ~' ~ .. ·., .;~. ,.. I~.. I.~. . .... I I,, .' ' =~: .. ' ~>, ~i : - i'. · :~. ,. ._ .... ~__~; ~'x~ I~= ....... 'r-I-'~i ........ ....... ' , .... ' .... ~ :'~, : '.--. ,~'-.~l ~ i ] . ~ J EXHIBIT H Pro Rata Share of Cost and Maintenance of Landscape Area Sonic Property: 33.333% SpeeDeLube Site: 33.333% Zell Site: 33.333% REltJRN TO: REINJ~I~ TITLE OF TE~$, lNG. F:~B'[XZEL375~4800~C-AOT.4 ~0 ~ COLfF~ SUITE 100 I- 1 D~I.I.~, TE~$1,5201 F3P~IBIT "S" ~6~f~9 03~28 · -.--- .----- ~glIBIT "B" (21 of 21)