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121 BP Phase 1-ES 821001DRAINAGE FACILITIES AGREEMENT THE STATE OF TEXAS § COUNTY OF 'DALLAS § WHEREAs, Shell Oil Company ("Shell") has constructed drainage facilities inSection I of the 121 Business Park, within Coppell Municipal Utility District No. 1 (the "District"), and such facilities are completed and have been accepted by the District;" WHEKEAS, Shell desires to convey said facilities to the District pursuant to and in accordance with the District's drainage-facilities policy, and the District is agreeable there- to subject to the hereinafter prescribed terms and conditions; NOW, THEP~EFORE, in consideration hereinafter prescribed renumeration, the sufficiency of which is hereby acknowledged, and subject to the hereinafter prescribed terms and conditions, it is agreed by the District and Shell as follows: 1. Shell does hereby convey and transfer to District all drainage pipes, inlets, manholes and applicable appurtenances thereto, drainage ditches and drainage facilities of any kind or type (the'"facilities"), and the easements therefor, within 121 Business Park as shown on the drainage plans on file with the District. 2.' It is hereby agreed that for payment purposes, there are 30 platted acres of land in 121 Business Park, and that 70~ of Shell's costs of the facilities exceed $2,500.00 per platted acre of land therein. The District shall, therefore, issue its Bond Anticipation Note in the principal amount of $75,000.00 (the "Note"). 3. Shell agrees: (a) to execute such documents for re- cording or filing as are requested by the District to evidence the conveyance of the facilities herein described, and the ease- ments pertaining thereto; (b) to indemnify and hold the District harmless from any and all existing or future claims of any type or kind arising out of, related to, or which could be asserted in connection with the construction of the above described'drain- age facilities; (c) to release any kind or type of lien, direct or indirect, related to the construction of the above described drainage facilities; and (d) to indemnify and hold harmless the District, its past, present and future Directors, agents, engi- neers and attorneys from liability arising out of: the refusal of the City of Coppell to pay the Note if said City abolishes the District; non-payment of all or a portion of said Note as a result of disapproval by the Texas Water Con~nission; or non- payment by the District, or its successor, because of any dedications in the platting of 121 Business Park. 4. In computing the amount due hereunder, Shell has been limited to 70% of its costs, not to exceed $2,500.00 per platted acre. All. costs incurred in constructing the facilities in excess of the costs required to obtain payment by the District of $2,500.00 per platted acre may be carried forward to any subsequent request by Shell for the District to purchase from or reimburse Shell for approved drainage facilities constructed in 121 Business Park. 5. This Agreement is subject to the provisions of the District's Order adopted January 9, 1982, amending its Order of December 9, 1980, pertaining to the District's participation in water, sewer and drainage facilities, which Orders are in- corporated herein by reference, and subject to all rules and regulations of the Texas Water Commission applicable hereto. 6. This Agreement is executed by the duly authorized officers of the Parties hereto in their representation capacities to be binding on the Parties represented as of October l, 1982, the effective date of this Agreement. ATTEST: COPj~ELL M.U.D. NO. 1 ' [ SF..~,LI ATTEST: SHELL OIL COMPAN~ By: N~nager, Land Investments Dept. -2-