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Coppell Health-CN 821230 CONTRACT OF SALE ;'...'' ~ STATE Or ) ,- COUNTYOF DALLAS ) V~ ~, 7 $')0 THIS CONTRACT OF SALE ("Agreement") is made by and between the PARKS OF COPPELL JOINT VENTURE II (hereinafter 'Owner') and the CITY OF COPPELL, a municipal corporation and political subdivision of the State of Texas (hereinafter "City") upon the terms and conditions set forth herein. ARTICLE I DEFINITIONS The following terms shall have the meaning set forth unless the context clearly requires otherwise: "Property" - The approximately 766 acres of land owned by Owner located within the City, as more particularly described in the attached Exhibit "A", which is incorporated herein by reference. "Municipal Center Site" - The approximately 8 acres of land located within the Property, as more particularly described in the attached Exhibit "B", which is incorporated herein by reference. "Park Site" - The approximately 164.9 acres of land located within the Property, as more particularly described in the attached Exhibit "C", which is incorporated herein by reference. ~Zoning Plan" - The zoning for the Property, approved by the City Counci-1 of the City on June 22, 1982, and evidenced by Ordinance No. 204-;~-16, dated July 27, 1982, as more particularly set forth in the attached Exhibit "D', which is incorporated herein by reference. "Zoning Ordinance" - Ordinance No. 204, as amended, as adopted by the City of Coppell. "Sub-Division Ordinance" - Ordinance No. 185, as amended, as adopted by the City of Coppell. ARTICLE II PURCHASE AND SALE Owner hereby agrees to convey and City hereby agrees to purchase the Municipal Center Site and Phase I (hereinafter designated) of the Park Site, together with all and singular the rights and appurtenances pertaining thereto, in accordance with the terms of this Agreement, it being understood that Owner is simultaneously .granting to City options to purchase the balance of the Park Site (Phases II and III thereof hereinafter designated) under separate option agreements of even date herewith. ? ' ~ " . · . . , .~, ,~.,~ · . :, . . -, .:.~ ,~,~,>'~'..'~'- ~. ~ - .~,= , ,, ~:~' ~.: ~:. -'.:., .:.~ ...;.~ .<~_,:~::'~:~ ~:~ .... -.*':,t'~:~?*':, %.' ' "".; ~:?'~:~'.'"M~:.~";,~,'~':~:'~;:~> .; .,. ~.~ - -.: --, = · i ARTICLE III PURCHASE PRICE A. Municipal Center Site. The purchase price for the Municipal Center Site shall be Three Hundred Sixty-One Thousand Two Hundred Ninety-Two and No/100 Dollars ($361,292.00). The number of gross square feet· has been determined by survey as provided in Article VI hereinafter. The purchase price for the Municipal Center Site shall be paid by City to Owner on the Closing Date, as hereinafter defined, in cash or by cashier's check payable to the order of Owner. B. Park Site Phase I. The purchase price for Phase I of the Park Site shall be Two Hundred Thirty-Thre6 Thousand Seven Hundred Fifty and No/100 Dollars ($233,750.00) for the approximately 51.34 acres designated 'Phase I" on Exhibit "C". The purchase price for Phase I of the Park Site shall be paid in cash or by cashier's check payable to the order of Owner. ARTICLE IV CONDITIONS PRECEDENT TO OBLIGATIONS BY OWNER The obligation of Owner to consummate this Agreement shall, at the option of Owner, be subject to the following conditions precedent, any or all of which may ~e waived in whole or in part by Owner in its sole discretion. It is agreed, however, that City shall perform any particular waived condition following Closing upon Owner's request, any such item being a covenant which shall survive closing. 1. The Zoning Plan shall be in full force and effect on the Closing Date. 2. The City Council of the City shall continue to agree that the proper interpretation of the Sub-Division Ordinance with respect to the Property shall allow for the Property to be developed as follows, it being agreed that such interpretation and the resulting application of the Sub-Division Ordinance is the normal and reasonable course in light of all relevant circumstances: (a) No perimeter alleys shall be required between developments in different zoning classifications; (b) Residential lots may front on Moore, Deforest, Lodge, Heartz, Sandy Lake and Denton Tap Roads and Parkway Boulevard, provided that rear access driveways are provided for such lots; (c) Moore, Deforest, Lodge and Heartz Roads and Parkway Boulevard shall have sixty foot (60') r~ghts-of-way with forty-four foot (44') wide paving, providea that Parkway Boulevard shall be a divided thoroughfare from Denton Tap Road to Heartz Road with two twenty-four foot (24') paving sections in seven~y-four feet (74') of right-of-way; (d) On Moore, Deforest, Heartz and Lodge Roads and Parkway Boulevard, paving of only..twenty~Zour, cf~3~ (24') in width shall be required until such time as-a~,fin&l plat is filed of record for the property on .the:opic)site side of such road; . .. , .... ~: '~.U,~,~- ~.~. .., ~,~,., ~ ~,~ (e) Denton Tap and Sandy Lake Roads shall have one hundred twenty foot (120') rights-of-way, provided neither Owner nor its successors or assigns shall be required to construct, grade, pave or provide drainage for, or be specially assessed for the construction, grading, paving or draining, of such roads; (f) Sidewalks shall not be required to be constructed until such time as a building permit is .issued for a particular lot or parcel; at such time, the sidewalk may be constructed at the street curb line; (g) Funds normally escrowed or used for completion of perimeter streets upon approval of a final plat may be used to build other collector streets in the Property, provided that Owner enters into an agreement at the time to replace such funds when a subsequent tract within the Property obtains final plat approval. The deferral of the following perimeter street escrow or construction requirements and the following replacement substitution is acceptable to the City. Other deferrals and replacements requested by Owner will be reviewed by the City on an individual basis for approval, such approval to not be unreasonably withheld. (i) Deforest Road adjacent to the east side of Tract 17 - to be deferred at the platting of the approximate south one-half (1/2) of Tract 17 and to be replaced with the platting of the remainder of Tract 17. (ii) Lodge Road adjacent to the west side of Tract 11 - to be deferred at the platting of Tract 11 and to be replaced with the platting of Tract 9. (iii) Moore Road adjacent to the west side of Tract 17 - to be deferred at the platting of Tract 17 and to be replaced with the platting of Tract 10. (iv) Deforest Road adjacent to the east side of Tract 15 - to be deferred at the platting of Tract 15 and to be replaced at the platting of Tract 4 (except for Parkway Boulevard right-of-way). (v) Deforest Road adjacent to the east side of Tract 14 - to be deferred at the platting of Tract 14 and to be replaced with the platting of Tract 6 (except for Parkway Boulevard right-of-way). (vi) Owner may substitute other tracts within the Property for any "replacement' tract provided Owner can reasonably demonstrate to the City that the substitute tract has equal or better development potential as the tract for which it is substituted. (h) Enclosed storm sewers shall be provided by Owner in all areas where the quantity of the accumulated storm runoff does not exceed the capacity of a t/mi£ty-six~. inch (36") diameter reinforced concrete pi~e on the maximum available slope, as determined by Owner's engineers; where such capacity would be exceeded, open drainage channels may~ -3- be constructed at Owner's option for the colleCtor'.channels in such areas within the Property; (i) Consent to borrow from or fill ar~as within any designated floodway will not be unreasonably withheld by the City; (j) The electrical distribution system shall be permitted to be overhead along Sandy Lake, Denton Tap, Reartz, Moore, Lodge and Deforest Roads and Parkway Boulevard and around the perimeter of each separately numbered zoning tract; within each separately numbered zoning tract, the electrical distribution system shall be underground except as provided above; (k) Filing of a final plat for an area shall constitute acceptance by the City of the streets for maintenance within such areas. It is agreed, however, that Owner and City shall not cause to be filed any previously approved plat until such streets have been constructed in accordance with the city specifications and accepted by the City of Coppell for maintenance as provided in the Subdivision Ordinance. (1) The one-time Park Fee normally imposed by the City shall apply to the Property, provided, however, any Park Fee or similar charge imposed by the City shall not exceed Five Hundred Dollars ($500.00) for any net acre within the Property not conveyed to City pursuant hereto. Proceeds of any such fee shall be used by City either to make payments on the Note or to develop the Park Site. Any such fee due by Owner with respect to the first phase of development by Owner within the Property shall be payable at such time as Owner receives final approval of its second plat submitted for an area within the Property; and (m)' ' Owner shall not be required to build water and sanitary sewer lines with the construction of Parkway Boulevard. Those lines to be located in the Parkway Boulevard right-of-way shall be constructed when and as those tracts adjacent to Parkway Boulevard are developed. 3. The City Council of the City shall have taken appropriate steps, including the adoption of such ordinances, if any should be necessary, in order that: (a) Owner will not be required to participate in any manner in the construction of an extension of Moore Road north of the floodway line. (b) The City will have abandoned Lodge Road along the southern boundary of Tract 9 as shown on the Zoning Plan; (c) The City will have approved a master drainage plan for the Property prepared by Threadgill-Dowdy & Associates, Inc., which will include the location of any fill or borrow areas needed for restoration of mined areas and the location of any berm that may be proposed to be constructed; (d) The City will have granted its consent to the use of fill or borrow areas located on the Park Site or elsewhere as may be specified by Threadgill-Dowdy & (e) The City will have agreed to accept water detention areas as shown on the master drainage plan for maintenance purposes. ARTICLE V ADDITIONAL AGREEMENTS In consideration of the mutual undertakings set out in this Article V, and as additional consideration for the purchase and sale of the Municipal Center Site and said Phase I, and the granting of the options referenced in Article II above, Owner and City covenant and agree as follows, it being understood that such covenants and agreements are normal and reasonable provisions in light of all the circumstances: 1. The City shall pay its pro rata share of all utilities, paving, culverts, bridges, drainage, and other actual costs of improvements constructed adjacent to or that benefit the Municipal Center Site or Park Site. Attached as Exhibit "E" is a preliminary estimate by Threadgill-Dowdy & Associates, Inc., consulting engineers, of City's pro rata (see items A, C and D thereof) share of Parkway Boulevard adjacent to the Municipal Center Site, it being agreed that actual costs may vary substantially from Exhibit E. City's pro rata share shall be payable within fifteen (15) days after certification from-Owner's engineer that all such improvements or parts thereof have been completed to the standards of the City of Coppell or construction draws have been appropriately certified. Owner agrees that City may construct the north one-half of Parkway Boulevard adjacent to the Park Site subsequent to Owner's construction of the South one-half of Parkway Boulevard, and City agrees to complete construction of the North one-half of Parkway Blvd. no later than three (3) years following closing. Ail street rights-of-way around the perimeter of such sites shall be located one-half on such sites. The City shall dedicate such rights-of-way on or before the written request of Owner to City. 2. The City will not unreasonably deny permits requested by Owner for the burning of vegetation, brush, and trees cleared from the Property. 3. In areas of the Property zoned Multi-Family 2 in accordance with the Zoning Plan, a courtyard area and swimming pool for the private use of'the occupants of those projects will be provided; 4. A merchants' association with agreement of Owner, shall maintain any landscaping adjacent to the proposed Main Street as shown on the Zoning Plan for a period of ten (10) years after construction of Main Street commences; provided that such area shall be dedicated to the public, that the City will make water for such maintenance purposes-available free of any and all charges, cost or expense, and that the City will be responsible for maintenance after such ten (10) year period; 5. If the City should ever act to dissolve or acquire the assets of the Coppell Municipal Utility District No. 1 ("CMUD"), it will assume and make payment, at maturity, of any outstanding Bond Anticipation Notes issued to Owner by such utility district and honor any agreements between Owner and CMUD by assuming ~ny '. outstanding obligations or contracts of the CMUD made with the Owner. 6. The Municipal Center Site and Park Site shall be used by the City in accord with the zoning of such sites under the Zoning Plan and the City shall not change the Zoning Plan with respect to such sites. All use and construction on such sites shall be subject to the same restrictive covenants as are placed on parts of the Property toned Town Center, including the requirement of plan approval by any architectural review board, or any similar board, established for areas within the Property adjacent to the Municipal Center Site. 7. Owner acquired the Property for investment purposes and desires to maintain an investment in real estate following conveyance of the relevant parts of the Property ~o City. To this end, Owner desires to effect a tax deferred, like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1954, as amended, and in connection therewith, City agrees to cooperate with Owner so long as City shall not become subject to monetary obligations or monetary liabilities greater than those contained in this Contract, and Owner does hereby indemnify and hold City harmless from and against any and all liability arising under, resulting from or in connection with the exchange contemplated by Owner. Without limiting Owner's general rights as herein stated, Owner shall have certain specific rights to effect an exchange transaction under this Contract. At any time before the Closing Date, Owner shall have the right to elect to make this an exchange transaction rather than a sale transaction by giving City written notice to that effect. If Owner elects to make 'this an exchange transaction, City shall make a good faith ef-f~rt to purchase, on terms and conditions reasonably determined by Owner, one or more parcels of real property to be designated by Seller (the 'Exchange Property'). Any contract City may enter into for the Exchange Property shall be freely assignable to Owner, without consent, by City and shall provide that City has no liability thereunder except for any earnest money which may be required to be deposited thereunder. In the event the seller of the Exchange Property alleges any default thereunder, ~ity will have the right to assign, and Owner will assume and release City from any obligations and liabilities arising under the contract for the Exchange Property, in which event an amount equal to the amount of any earnest money deposited by City for the purchase of the Exchange Property shall be immediately paid by Owner to City. The total cost (including prorations and normal closing costs) to City of acquiring and holding the Exchange Property shall not exceed the applicable purchase prices as set forth herein. On the Closing Date, City shall transfer the Exchange Property to Owner by Special Warranty'Deed in exchange for. those portions of the Property to be conveyed pursuant hereto and shall remit any portion of such purchase prices which was not expended in acquiring or holding the Exchange Property. In the event that the Exchange property has not been located on the Closing Date, Owner may elect to convey the appropriate portions of the Property to City pursuant to a defer£ed "Starker" exchange. In such event, Owner, on the Closing Date, shall convey or cause such portions of the Property to be conveyed to City, and all or part of the aforesaid purchase prices, at Owner's option, shall be applied in connection with such deferred exchange to acquire ~he Exchange Property on such basis as Owner may direct. 8. City acknowledges that the Park Site and Municipal Center Site are being acquired in an undeveloped status and are within the 100 year Flood Plain as established by the Federal Emergency Management Agency and/or the U.S. Corp of Engineers and are subject to inundation of water ~rom time to time. City agrees to use all excavation material from the Park Site (except marketable gravel deposits) first for filling areas of the Park Site and Municipal Center Site as designated by Owner from time to time. Owner shall have the right to select in its sole discretion the method of future flood control to be utilized on the Property (whether by fill, levee system, -or a combination thereof or any other feasible methed) and City agrees that its flood control method employed for the Park Site and Municipal Center Site shall be consistent with the method used for the Property as determined by Owner. 9. Owner agrees to construct Parkway Boulevard from Denton Tap Road to Heartz Road, and to commence such construction within one (1) year of Closing. 10. City agrees to build, at its cost, a sixteen inch (16") water line along the east side of Denton Tap Road from Sandy Lake Road to Parkway Boulevard to provide water service to the Park Site and Municipal Center Site, and City agrees to complete construction of such water line prior to Owner's completion of utilities to be constructed in Parkway Boulevard as required by paragraph 9 immediately above. A preliminary estimate of the cost of such water line is set f~,rth in item B of Exhibit E attached hereto. ARTICLE VI SURVEYS The Owner has delivered to City, at its cost, perimeter surveys of the Municipal Center Site and Phases I, II and III of the Park Site. Such surveys, which are acceptable to City, state the gross number of square feet in the Municipal Center Site and the gross number of acres in each of Phase I, II and III of the Park Site, including certain areas to be dedicated by the City as rights-of-way pursuant to Article V above. If the closing of the purchase of such sites fails to occur for any reason, the City shall promptly reimburse Owner for the cost of such surveys. ARTICLE VII MODIFICATION OF LIENS The obligation .of Owner to consummate this Agreement is expressly-subject to Owner obtaining modifications of the release provisions contained in the Deeds of Trust affecting the Municipal Center Site and Park Site satisfactory to it in order that it can convey such sites in accordance with this Agreement. Owner shall use all reasonable effort to obtain such modifications. '-, < :. :.,"iv.'-~,:~:-~.:~i'~~- ~,.. A/~TI CLE VIII TITLE POLICY Within fifteen (15) days after City executes and delivers this Agreement, Owner, at Owner's sole cost and expense, shall cause to be delivered to City an Owner's Title Policy Commitment (hereinafter the "Commitment") issued by Chicago Title Insurance Company, 2001 Bryan Tower, Dallas, Texas (hereinafter the "Title Company") and accompanied by certified copies of all recorded documents relating to restrictions, easements and other matters affecting the Municipal Center Site and Phase I of the Park Site. City shall give Owner written notice on or before the expiration of two (2) days after it receives the Commitment and said copies of documents, if any encumbrances listed in the Commitment are not satisfactory to City. In the event City gives notice that any encumbrances are not satisfactory, Owner may undertake to eliminate or modify all such unacceptable matters to the reasonable satisfaction of City. In the event Owner is unable or unwilling to do so within one (1) day after receipt of such written notice, City may, at its option, terminate this Agreement, in which event neither party hereto shall have any further obligation or liability hereunder. If such notice is not given by City to Owner, the encumbrances shall be deemed to be acceptable and any objection thereto shall be deemed to be waived for all purposes. Notwithstanding anything herein to the contrary, existing deed of trust liens and utility easements shall not be the subject of objection by City. ARTICLE IX CLOSING The closing shall be held at the office of the Title Company at 10:00 A.M. on December 31, 1982, unless held upon an earlier date agreed upon by City and Owner (the "Closing Date"). On the Closing Date, Owner shall: 1. Deliver to City duly executed and acknowledged Special Warranty Deeds in forms attached hereto as Exhibits ~ , Pa~k and ~ for the Municipal Center Site and Phase I of the Site, each conveying good and marketable title in fee simple, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except those approved by City; 2. Cause to be issued to City an Owner's Title Policy in the amount of the total purchase price insuring such title; and 3. Deliver'to City possession of the Municipal Center Site and Phase i of the Park Site. On the Closing Date, City shall pay in cash the purchase price to Owner-as set forth in Article III hereof. General real estate taxes for the then current year relating to the Municipal Center Site and Phase I of the Park Site shall be prorated as of the Closing Date and shall be adjusted in cash on the Closing Date. If the Closing Date 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 then preceding year applied to the latest assessed valuation. If the Title Company has not made a final determination of the ad valorem taxes due, then Owner shall remain obligated to pay the correct and final taxes following closing. Other costs of closing and consummating the sale and purchase shall be borne and paid as follows: (a) Owner's Title Policy shall be obtained and paid by Owner; (b) Escrow fee, if any, shall be paid by City; (c) Filing Fees shall be paid by City; and (d) Owner and City shall each pay their own attorneys' fees. ARTICLE X CONTINUING AGREEMENT The agreements and covenants set forth in this Agreement are prospective in nature and shall not be merged into the closing of the conveyances contemplated, but shall survive such closing. The City acknowledges that the Owner intends to retain and develop for purposes of leasing to tenants and for investment the balance of the Property not to be conveyed to City pursuant hereto or the aforementioned option agreements and that consequently the Owner would not have agreed to sell the Municipal Center Site and Phase I of the Park Site but for the agreements contained in this Agreement, including without limitation, the provisions of Articles IV and V and this Article X. Therefore, City hereby agrees that it will not, without the written consent of Owner or the owner of the part of the Property that would be affected, through the adoption of new or amended ordinances or any other methodl deny or alter Owner's right, and the right of subsequent owners of any part of the Property, to develop the Property in accordance with the Zoning Plan, the continuing interpretation of the Sub-Division Ordinance, and the agreements contained in Articles IV and V hereof, and to enforce any other agreements made by the City, for a twenty (20) year period commencing on the date of execution of this Agreement by Owner. Should the City do so, or directly or indirectly act or fail to act in a manner which would impair the position or rights of Owner contemplated by this Article X, Owner shall have the right to repurchase Phase I of the Park Site for an amount equal to the purchase price paid by City to Owner, which right shall be set forth in the Special Warranty Deed to be delivered by Owner pursuant to Article IX hereinabove and in a short form recordable memorandum of this Contract of Sale to be executed and delivered at Closing in form satisfactory to Owner. ARTICLE XI BREACH BY OWNER If Owner fails fully and timely to perform any of its obligations hereunder or fails to consummate the sale of the Municipal Center Site and Phase I of the Park Site for any reason, except City's default hereunder, or City or Owner's termination of this Agreement pursuant to the terms hereof, City's sole remedy is to enforce specific performance of this Agreement. ARTICLE XII BREACH BY CITY If City shall fail to consummate the purchase of the Municipal Center Site and Phase I of the Park Site, the conditions to City's obligation have been satisfied and City being in default and Owner not in default hereunder, Owner as its sole remedy may enforce specific performance of the City's obligations hereunder, except that Owner shall not have a right to enforce specific performance to require the City to purchase all or any part of the Municipal Center Site or Phase I of the Park Site. ARTICLE XIII MISCELLANEOUS Parties Bound This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns, including all owners of any part of the Property.' Prior Agreements Superseded This Agreement and the aforementioned option agreements of even date herewith, constitute the sole and only agreements of the parties hereto and supersede-all prior understandings and written or oral agreements between the parties respecting the within subject matter. Time of the Essence Time is of the essence of this Agreement. EXECUTED AND DE~IVERED~. "CITY": //~ By City on /.~-.~O , 1982 CITY OF COPPELL Attes t: ~ EXECUTED AND DELIVERED "OWNER": By Owner on /~/50 , 1982 PARKS OF COPPELL JOINT VENTURE I I By ~&~ing Yen~urer EINC 766.1&2 acres of land in three parcels situated in the S. ~. N~stt Su~=vey, Abstract mber 638, Dallas County, Texas, the B.B.B. & C.R.R. Co. Survey, ABstract Number 200, ~llas County, Texas, the ~7m. A. Trimble Survey, Abstract Number 1268, Dallas County, Texas, ,street Number 1268, Denton County, Texas, the heirs of Gilbert C. Woolsey Survey, Abstract lmber 10&2, Dallas County, Texas, the Alfred Logsdon Survey, ABstract Number 783, Dallas ,usry, Texas, the Sibered Henderson Survey, Abstr·ct Number 629, Dallas County, Texas, the tartoda Squires Survey, Abstract Number 1327, Dallas County, Texas, the S.A. & H.G.R.L ~rv~y, ABstract Number 1430, Dallas County, Texas, and the George W. Jack Survey, ABstract dmber 69&, Dallas County, Texas; and being more particularly described as follovs: EIRG 161.338 acres of land situated in the said George ~. Jack Su~ey, the said S.A.'& .C.LL Survey, and the said Clarinda Squires Survey ·nd being a portion of that certain ract of land as described in deed from Good Financial Corp. to H. Douglas Adkins, Trustee, s recorded in Volu~e 76188, Page 2355, Deed Records, Dallas County, Texas and being :ascribed as follovs: ;(]~IN]~iCING st the centerline intersection of Denton Tap Road, ~r~th Sandy ~ake Road; ~ENrr N. 03 degrees 18 ~'Lnutes 58 seconds West, v~th the Centerline of Denton Tap Road ~32.30 feet; ~IL~ICEN O~ degree 00 minutes 58 seconds ~est, %r~th sa~d centerline, 1355.27 feet; .~IENCE S 88 degrees 59 nttnutes 02 seconds ~est, 50.00 feet to tbs point of beginning, ;aid point lying on t~e ~est right-of-way line of said Denton Tap Road, and being the most tortheast corner of a tract of land as described by deed to Clifton K. ~:Gra~, 4_n Volume ~69&&, PagelTO$, Deed Records, Dali·s-County, Texas; :~..Nr~ S 89 degrees 09 ~Lnutes 37 seconds West,-~r~th the North l~ne of ·aid NcGra~ tract, ~27.10 feet; .rI~ENCE S O0 degrees 50 minutes 23 ~econds East, ~th the ~est ~ine of_said NcGrav tract, ZOB.TI feet; I~ENCE S 89 degrees 09 m~nutes 3~ seconds ~est, ~r~th the North line of a tract of land ns described ~y ~eed-to B~l]y_R.__Houston,__:Ln_~olume_~215~, Page 2335, Deed Records, Dallas County, Texas~ _~56.29 feet; .. THENC~ S O0 degrees 50 ~tnutes 23 seconds East, ~r~th the West l~ne of said Rouston Tract. 105.00 feet; THENCE S 89 degrees 09 n~tnutes-37 seconds ~aest,.sr~th ~he North line ~f-e-2&~O-foot-~r~de strip of land as described tn Volume 70064, Page-14tS, Doed~Recotds,' Dallas-County, Texas, 621.00 feetj. TH~RC~N 01 ~eg~ee'l& n~Lnutes 33 seconds ~est, wtth the-East.~ine-°f=a-tract of.~and~s described by .deed to Delian The·ire Corporation, in Volume 7006&, Page-l&lS, Deed Records, Dallas County, Texas, 1276.91 feet; THENCE S 89 ~eg:ees 27 u~nutes 07 seconds gent, ~rlth · fence line, 291.20 feet; THENCE N 87 degrees 35 minutes 08 ~econds gent, ~r~th said fence line, llO0.&0 feet; THENCE N 87 degrees O~ minutes 59 seconds gest, ~th said fence line, 2&&.90 feet to a fence corner ~n the most westerly line of said S.A. & M.G.R.R~ Survey; ~ N O1 degree 37'"4notes 53 seconds gest, w~th a fence line 2520.00 feet to · point in the centerline of Denton Creek; THENCE ~r~th the meanders of the said centerline of Denton Creek, the following courses: S 67 de,tees 02 -4notes 03 seconds East. &?.30 feet; S 8! de,tees 23ad, utes 23 secoudsEast~ 55.70 feet; $ 57 degrees 31 mLnutes 53 seconds East~ ~9.60 feet~ S 35 desrees &l ~nutes 23 sec~:EaSt~i'101'30;'feet; S 7'2 .degrees 56 utnu.-, 2:3 seconds bst, 160.'/0 feet; " S 82 degrees :25 u~nutes 2:3 seconds hst, 69.70 ~eet; .. S 6~ desTees &~ ~nu~es 23 seconds bsa, 262.00 ~eet; S 89 'de~ees 39 ~nu~es 23 seconds hsd, 222.00 ~eet; S 83 des~ee~ 2] ~nu~es 23 sec~ds hs~, 2~.7~ ~ee~; ~ o~ degrees q~ minutes 37 secon~ hst, ~02.~0 fee~; H 7~ desrees 39 ~nutes 37 seconds hsz, gl.00 fee~; H ~3 degrees 00 ~nutes 37 seconds hst, ~96.7~ feet; N 60 degrees 28 u~nuves 37 seconds hst. ~0.00 feet; S 77 de~ees O1 ~nutes 23 seconds bst. ~36.00 feet; S 50 de,tees 01 ~nutes 23 seconds hsd, ~70.00 fee~; S 3? de~ees l~ ~nutes 23 seconds ~st, 550.00 feet; .. 'S 57 degrees ~ ~nutes 23 seconds hst, :272.00 feet; S 7~ degrees ~ ~nutes 23 seconds ~St, 3A0.00 feet; . N BB degrees 18 m~nutes 37 seconds ~st, 50.83 feet to n-point on the sa~d'~est of way ~ne of Denton Tap Road; ---. _ ....... . ' -- ......... ~CE ~th the sa~d ~est r~ght-of-~aY ~ne, the foll0~ng f~ve courses: - S O0 degrees 5~ ~nutes 58 seconds hst, 3~82 feet to the beg~nS of a cu~e to the right ~th a radius of 5669.70 ~eet and a cent:al angle of 02 degrees 53 minutes ._. O0 seconds; -. ~: ...-- - ~CE ~uthe:]y ~th sa~d cu~e, 2B5.32 feet tb the end of sara cu~e; ~ S O0 degrees 37 ~nutes 36 seconds gest, 16~.S0 feet; ---- ~NCE S 06 degrees ~9 ~nutes 20 seconds ~est, 32~.B8 feet; - ~ S 01 degree O0 ~nutes 5B seconds-hst, ~67.36 ~eet to the point of begtnn~ and contatntng a S~oss a:~ of 7,027.887 square feet o~ ]6~.338 acres of p~CEL 2 ..... - " BEING 593.839 acres o~ land situated ~n ~he sa~d S-~-~ ~.G.R.R. Sudsy0 the' sa~ etd ~. A. Triable Su~eT~ the sara Squires Sudsy, the said heres of Gilbert C. gootse~ Sudsy* the said Stbered Renders~ Su~eT, the ~d A~fred ~gsaon Sudsy, the ~ ..... ,4~ of .tbt.cettatn -- C.R.L ~* Su~ey, sad ~he sa~d * * ~Fnct o~ land as described ~ ~d deed fr~ Go~ F~nanc~al Co~.~ to H. Trustee. ~n Volu~ 76~88, Page 23~5, ~ed'Records, Dalhs ~unt7, T~'a~ be~ug ....... described as ~o11~: ' C~CING at the said centerl~ne ~tetsection of ~n(~ Tap ~ad and Sandy ~ ~ H 03 degr~o lB ~tes 5~ seconds gest, ~ith the tentative o~ oa~d ~ntou Tap Road, 78.10 feet; ' ' . - - t0 ~ feet to the ~t of begtun~, ~t 17t~ ~ tee ~st x~[ ..... ~, tb foll~ ~ ~th t~ ~ bt fl~ht~f~Y l~e ~ ~utou ht v~th a radius ... ~H~.NC~ ~' 01 degree O0 uLn~ .b SB seconds Vest, 1983.30 feet to th, ginnln~ of a cu~e to ~e r~Sht ~th a rodt~ of 5679.70 feet and a central anste of 03 de~rees 02 ~nutes ~0 seconds; ~CE Horther3~, ~th sa~d cu~e to the r~sh~, 300.68 feet to the end o~ sa~d cu~e; ~ S 02 de~rees Ol ~nute 02 seconds hst, 2~8.~0 feet; '~CE N 07 degre~ ~3 ~nuteo ~0 seconds hst, 100.50 feet; ~H~ N 02 degrees 02 ~nute 02 seconds hst, 55~.90 feet to the beglnn~ns of s cu~e to ~he left ~th m radius of 5789.70 feet mhd a centra3 angle of 02 de~ees 53 n~nutes 00 second ~ Northerly, ~ sa~d cu~e to the 3eft, 292.36"feet ~o t~ end of sald 'cu~e; ~CE H ~ degrees ~l ~nutes ~8 seconds Vest, 3~2.88 fee~ to a polnt 2n the centeFl~ne of Deut~ Creek; '~CE ~h ~e ~andeFs of the sa~ cente~l~ne of Denton Creek, ~he fol2ov~ns courses: p 79 de~ees 07 ~nutes 25 seconds hsd, ~7.77 feet; N lB de~rees 3~ ~nutes 2~ seconds hsd, 37~.67 feet; ~ ~8 de~ees 07 m~nutes 2~ seconds ~st. 160.00 feet; S 6~ degrees 52 uinutes 3~ secoods hs~,.18~.00 fee~; S 8~ de~rees ~2 nluutes 3~ seconds hst, 600.00 fee~; H B8 de~rees 07 ~nutes 2~ seconds hst, 3~0.00 feet; N 77 degrees 07 ~nutes 25 seconds hs'~, 300.00 feet; H 27 degFees 07 ~nutes 25 seconds hst, 380.00 fee~; . - H 72 de~rees 07 ~nutes ~ secon~ hst, S ~5 de~ees 52 ~nutes 35 seconds hsd, ~71.70 feet; ~ S ~:de~ees ~2 ~nutes 3~ secon~ hst, 71.61 feet to a po~ on the South of sa~d ~nton Creek; ~CE ~h the MandeFs of-.sa~d Sou~h bank of Denton Creek, the ~ollo~n~--courses: - N 8~ de~rees 51 ~nutes 39 ~ec~ hs~_326.7~ feet;-. - ..... N 7~ de,Fees ~ ~nuVe~ 59 ~econds .~s~,.~75-00 ~ee~; H 60 degr~s ~3 ~nutes ~ sec~ hst, 255~30 feet; ,"*· N 67 desrees 26 u~nutes 3~ seconds hsd, S 88 de~rees 37 ~uutes ~6 secon~ hsd, 75.90 S 8~ b~rees ~9 ~nutes ~ seconds hsZ, 295.25 fee:; S 89 debris 55 ~nutes ~1 seconds hst, ~2.55 feet; H 70 ~sreeo ~ ~nutes 5~ seco~s hot, 75.~5 feet~ B 56 d~r~ 27 ~uutel 59 secoub hst, 176.70 feet; H 65 ~ees ~ ~nutes 19 ~conb hst, ~52.20 feet; S ~3 b~o ~3 ~nuteo 29 serb hst, 1~5.30 I ~ ~ 37 ~u 2& oe~ ~t, ~A0.A0 feet; H ~1 d~s ~ ~nutes ~ oec~ ~st, 89.90 feet; N 20 bsrees 21 ~uuteo 39 aec~do bst, 153.~ feet; . ~,' ~ ,~' .~' .,-,..?~.~.~/ S 69 ~m 58 ~tu 2l'me~ bet,~ 182.00 fuel ~ -~..., '. H $7 degrees O1 ~Lnu.o J9 seconds East, 133.O0 feet; lq 73 degrees O1 u~nute 39 seconds hst, 101.00 feet; .. H 63 degrees ~6 ~nutes 39 seconds hs~, ~00.00 H ~ degrees 23 ~nuteo 39 seconds bsa, 78.00 H ~0 degrees 36 ~nutes 39 seconds hsd, 82.~0 ~ee~; ~ ~6 de~ees ~ ~nu~es 39 seconds hsd, ~2~.00 H O~ de~ees 31 ~uu~es 39 seconds hsd, 181.00 fee~; H 30 degrees 36 u~nutes 39 seconds hst, 2~2.00 feet; H 32 degrees 3~ ~nutes 39 seconds hst, 28~.00 feet; H 28 degrees 0~ ~nute 39 seconds hst, ~50.00 feet; H 37 degrees 51 ~nutes 39 secon~ bst, ~65.00 feet; H 75 de,tees 06 ~nutes 39 seconds hst, 6~.00 feet; ~C~ H 26 degrees 35 ~nutes 39 seconds hst, lea~ng said South bank of Denton ·Creek, 160.00 feet; ~CE S 63 degrees 2~ ~nutes 21 seconds hst..200-°° feet; ....... ~CE S 26 degrees 35 ~nutes 39 seconds Vest, ~75.00 fee~ to a point on the said South bank of Denton Creek; ~CE ~:h the ~anaers of the said South bank of ~nton Creek ~ foll~ing courses: S 60 degrees 33 ~nutes 21 secon~ ~st,' lag.00-feet; -' - - S 61 degrees 58 ~nutes 2~ seconds hst, t00.O0~eet; S 68 degrees ~8 ~nutes 2~ secon~ bst,--'lS0.O0:~eet; ..... S 75 degrees 39 ~nutes 2~ seconds ~St'j2~l':o0'~eet; --~'---'~= -- H 71 degrees 2I ~nutes 39 secon~ bst, 280.00 feet; H 86 degrees O1 ~nute 39 seconds hst, 85.00 feet ~o a point on the gest ~tne of Creek knd Estates, an aad~tt~ to the City o~ .~ll,~ens; ~ ~tted.~u~net B, Page 52, ~ed ~cords, ~nton ~unty, T~s; ., ~ S O1 degree 02 ~nutes ~8 seconds hsd, ~h S8~d Mes~ l~ue of 2re~ bnd ms recorded tn Volume 775, Pa~e 93, ~ed iecords, Dalhs ~un~y, Tms; . ~:E S 88 degrees 57 minutes 02 seconds gest, leaving sa~ gest line and a~ong the Herth line of sa~d lift statt~ tract, 100.00 feet to its Borth~est co~er; ~C~ S 01 degree 02 u~nutes 58 seconds hst, alon~ a Vest line of ~ lt~t statt~ tract, ~.00 feet; . . ~HCE H 88 degrees 57 ~utes 02 seconds bst, alon~.a South line of ~id lift tract, 60.00 feet; ~CE S O1 de~ree 02 ~nutes 58 seco~ bst, alouS a Vest ~ue ~ ~td lift tract, ~35.00 ~eet; ~ u t8 decrees 57 ~nutes 0 ....... ~ ~id lift suttm ~ ~ ~ X 88 degrees 56 ~utes az lec~ 1~C£ S~O1 de,ret 29 uin, ,O seconds ~ast, vith ssid Yes ~ine"'~-53.78 fee~ to ~he ~th~st co~eF of a ~ac~ of ~and conveTed to the ~ppe~l Inde~e. fit School s described ~ ~ot~ 76188, ~m~e 2372, ~ed Records, Dallas ~un~,. Texas; ~CE S 88 desFees 25 ~nu~es ~0 secon~ Ves~, ~223.67 feet to ~he ~st gort~es~ co~e~ · eed bcor~s, ~,l~ ~unt~, Te~s; ~CE S ~ deg~es 06 u~nu~es ~6 seconds hst, ~th the Uest 3~ne of sa~d Austin t~act, ~0.60 feet to a po~n~ on the Horth l~ne of sa~d Sandy ~ ~CE S 88 desre~ 28 ~nutes 39 seconds ~est, ~th sa~d North ~ne, 290.95 feet to the ~ost Southeast co. er of a tract of land conveyed to Sandy ~ ~ap~s~ ~urcho as described .n ~ot~ 6600~, ~a~e 972, ~ed Records, Dallas County, .~ H O0 des~eu 05 ~u~tes 51 seconds hsd, vith the hst line of said ~urch tract, ;53.90 feet; ~H~CE S 88 de~rees 15 m~nutes 51 seconds Vest~ ~th the North line of said ~urch tract, ~99.60 feet to a ~ut ~n the 'hst line of a tract of land conveyed ~o Joe ~ "- ~ described ~n ~ol~e 3779, ~aEe 296, Deed Records~ Dallas County, ~ ~ O0 deErees 21 ~nutes 51 seconds hs~ with the ~st line of said ~Y tract, 768.10 feet; fH~CE ~uth 88 deErees 58 ~nutes 51 seconds Vest, ~th the North line of sa~d ~y ~ract, 851.49 feet' to a-po~nt ~ the centerline of ~dEe Road; ~CE N ~deErees 10 m~nutes 23 seconds ~st, ~th said centerl~ne ~1t8.51 feet; ~HCE S 89 deErees 03 ~nutes 35 seconds ~est, ~th ~he ~s~ Southe=3Y l~ne of Squ~res Su~ey, 1865.83 fee~ ~o the most ~orth~est corner-of a tract of land conveyed to J. & E. ~any~?Inc., as described ~ Vol~e 79009, ?a~e ~33, ~ed ~cords, Dallas Te~ s; ~CE S O1 desree O~ u~utes 16 seconds ~st, ~th the ~est l~ne of said J. & E. C~pany ~rac~, 1~19.83 feet;_ ~CE H 88 deErees 3~ ~nutes ~l seconds ~st,-~h ~he South-line of sa~d~J-~-~ ~any tract, 638.39 feet to the ~s~ Hard. se.co.er:of a tract of land convey~ to Bu~, Jr.,'~s .described ~-Vol~e 21~3,_.~ase 595,.~ed Records,-~1~ ~Y, ~ S 00. desrees ~1 ~u~es'O3~econds ~est,-~th the Vest t~ne of sa~d ~u~ tract, 1153.29 fee~-~o ~'~int on the- said ~or~h ~ine of ~ndy ~ke ~;~.- ' ~CE S 88 deErees 28 ~nutes 22 seconds .~est, ~th the sali-~orth ~ine~f- ~oad~ 677.68 feet; ~CE N 01. de~r~'5~ ~u~es 52-seconds ~st, ~th the hst l~ne of:a~tr~t d land conveyed to-~irlG A~ 'huold, ~s described in Vol~e 77116o.Yase'627o.~ Dallas ~unty, ~e~s,- 56~07~eet; - - ~CE S 89 de~rees 51 ~nutes 1~ seconds Vest, 630.05 feet' to a'~t for ~N~ S 01 deE~ 22 ~nutes ~9 secon~ hst, 620.89 feet to · po~nt ~ the North l~e of S8~y ~ ~E S 89 deKr~ 11.~nutes ~9 seconds Vest,' ~th sa~d North line of Sandy h~ 770.81 feet to the ~st ~thesst co~ of a tract of land co~eyed to ~. A. OttinSer, as descried ~ Vot~ ~7~1~ ~aEe 618, ~ed bcords~ Dallas ~unty, Te~s; 2~.79 feet; .. ~ S 89 ~sr~ 03 ~uutes 11 oec~ds Vest, ~ the Boflh l~ne of ~ Ot~er trmct, 173.~ ~E S ~ des~ 56 ~teo 19 sec~ hst, ~ t~ ~st ~ ~ ~ ~t~er 251.~ feet ~ a ~iut ~ tb 8~d ~flh ~ d ~ hh ~E S 88 des~ ~2 ~tel 38 accel ~lt, ~th Cb ~ld Worth l~e of ~dv 379.66 feet~ . --::NC~ J~ ~'7 'de/.raes &$ menu.-6 15 nec,ads Uest, 73.02 feet to the ~ ~t o~ beg~nn~nJ~ ·ad ~.t~tniu~ a groin ·res of 25,867,623 squat· feet or 5el. B39 acres of- land. · '.CEL 3 .~G · 10.965 ·cra tract of lend situated ~n the said S. H. J~tatt Suave7 and ~Ln~ a ~zt~on tbt certain tract of 3a~ conveyed to H. ~usl~ ~us, Tr~tee, as descried bY ~ r,~ord~ ~ ~ol~ 7611B. PaSs 2355, bed Records, hllas ~utT. Texas, and ;~NG a~ ~he ~u~eraect~on of the Bo~h 3the of burly ~ ~ad ~h the Vest 11ne of ~orest ~ad; ~ S 8B dezrees 19 ~nutes ~0 seconds ~est, ~th the sa~d North l~ne of Sandy ~ ~.~ ~eet %0 the ~st Southeast corner of a trn~ o~ 2and co~eyed ~o hrbara G. Austin, ~cflbed by ~ed recorded Ln Vol~ 7B~6~, ~a~e 0568, ~ed Records, ga32as County, ~ ~ OD deArees 5~ ~nu~es ~6 seconds Mesa, ~th the hat l~ne of sa~d Austin Tract, ~.&0 feet to the ~st Southwesterly co,er of a tract al 3and conveyed to the ~ppe~ Ae~ndent Sca*a3 ~str~ct, as described ~u Voluue 76~BS, ?naa 2372, ~eed Records, uuty, Texas; ~ X B8 de,tees 33 ~nutes O0 ~econds hsd, ~th the South ~ne of sa~d School Tract, S.B9 feet to a po~nt ~ tbs sn~d ~est l~ne of Deforest ~ad; ~ S 0l de~ree 29 ~nutes O0 sec~ds bsa, ~th the sa~d Vest l~ne of ~fores~ -ad, 633.91 feet to the po~nt of be~ a~. conta~n~nS_~77,655 square-feet of land. BOUNDARY DESCRIPTION BEING a tract of land situated in the S.A. & M.G.R.R. Survey, Abstract No. 1430 in the City of Coppell, Dallas County, lexas, and also being part of a tract of land as described in deed from Good Financial Corp. to ~. Douglas Adkins, Trustee, as recorded in Volume 76188, Page 2355 of the Deed Records of Dallas County, Texas and being more particularly described as follows: COMMENCING at a point of intersection of the east line of Denton lap Road { a variable width right-of-way) with the centerline of Denton Creek, said point also being the most southerly southwest corner of a tract of land as described by deed to Pure Ice and Cold Storage Co. and recorded in Volume 65694, Page 1496 of the Deed Records of Dallas County, Texas; THENCE along the said east line of Denton Tap Road the folJowing courses and distances: S.0~51'58"W., 342.88 feet to the beginning of a curve to the right having a central angle of 2°53'00'' and a radius of 5789.7D feet; Thence along said curve 291.36 feet to the end of said curve; Thence S.2°OI'02"W., 551.g0 feet; Thence S.7°4314D"W., 100.50 feet; Thence S.2°01'02''W., 248.40 feet to the beginning of a curve to the left having a central angle of 0°46'50'' and a radius of 5679.70 feet; Thence along said curve 77.39 feet to end of said curve; Thence )~.88°59'02"E., leaving said east line of Denton Tap Road, 408.48 feet to the POINT DF BEGINNING; THENCE N.88°59'O2"E-, 241.26 feet to the beginni~g of a curve to the left having a central angle of 17°D6'O1'' and a radius of 105D.O0 ieet; THENCE along said curve, 313.38 feet to the end of said curve; THENCE S.l°O0'58"E., 671.41 feet to a point for corner; THENCE S.88°59'02"W., 550.00 feet to a point for corner; THENCE N.l°OO'58''W., 624.99 feet to the Point of Beginning-and containing 348,480 square feet or B.O00 acres of land. PHASE ] BOUNDARY DESCRIPTION BEING a tract of land situated in the Clarinda Squires Survey, Abstract No. i327 and the S.A. & M.G.R.R. Survey, Abstract No. 1430 in the City of Coppell, Dallas County, Texas and also being part of a tract of land as described in deed from Good Financial Corp. to M. Douglas Adkins, Trustee, as recorded in Volun~ 76188, Page 2355 of the Deed Records of Dallas County, Texas and being n~re parti- cularly described as follows: BEG1)4NING at a point of intersection of the west line of Denton Tap Road { a variable width right-of-way) with the centerline of Denton Creek, said point also being the most southerly southeast corner of a tract of land as described by deed to jack Lively recorded in Volunm 426, Page 510 of the Deed' Records of Dallas County, Texas; THENCE along the said west line of Denton Tap Road the following courses and distances; S.O°Sl'58"E., 341.B2 feet to the beginning of ~ curve to the right having a central angle of 2°53'0D'' and a radius of 5669.70 feet; Thence along said curve 285.32 feet to the end of said curve; Thence S.0°~7'34''W-, 161.go feet;Tlhence S.6°19'20"W., 321.88 feet; Thence S.l°OD'58"E., 22.05 feet to a point for corner; THENCE S.67°24'35''W-, leaving the said west line of Denton Tap Road, 902.06 feet to a point for corner; THENCE N.l°ll'53''W., 64.43 feet to a point for corner; THENCE N.35°29'46"W., lgB.O8 feet to a point for corner; THENCE N.4°43'22"W., 536.17 (eet to a point for corner; THENCE N.Al°lD'51"W., 115.77 feet to a point for corner; THENCE ~t.31°lD'S1''W., 1466.96 feet to a point for corner on the centerline of said Denton Creek; THENCE along th~.~aid centerline of Denton Creek the following courses and distances; S.89°39'23''E., 37.22 feet; lhence S.B3°21'23"E., 211.75 feet; Thence H.B3O42'37"E., 102.50 feet; Thence N.74°39'37''E., 91.00 feet; Thence 1~.~3°00'37''E., 196.74 feet; Thence N.60°28'37"E-, llO.OD feet; Thence S.77°01'23''E., 136.00 feet; Thence S.50~01'23"E., 170.00 feet; Thence S.37°11'23''E., 550.00 feet; Thence S.57~11'23"E., 272.DD feet; Thence S.Tl:ll'23''E., 340.00 feet; Thence ~;.88~18'37''E., 50.83 feet to the Point of Beginning and containing 51.343 acres of land. BOUNDARY DESCR] PT]ON BEING a tract of land situated in the Clarinda Squires Survey, Abstract No 1327 and the S.A. & M.6.R.R. Survey, Abstract No 1430 in the City of £oppel~, Dallas County, Texas and also being part of a tract of land as described in deed from Good Financial Corp. to M. Douglas Adkins, irustee, as recorded in Volume 76188, Page 2355 of the Deed Records of Dallas County, lexas and being more parti- ularly described as follows: BEGINI~ING at a point of intersection of the east line of Denton lap Road {a variable width right-of-way) with the centerline of Denton Creek, said point also being the most southerly southwest corner of a tract of land as described.by deed to Pure Ice and Cold Storage Co. and recorded in Volume 65694, Pa'ge lA96 of the Deed Records of Dallas County, lexas; iP, ENCE along the said centeriine of Denton Creek, and the said south line of the Pure Ice and Cold Storaoe Co. tract she followlno courses an~ distances: N.79cO7'25"E., 147.77 feets'Thence N.18c3i'25''E., ii~'-6? feet; Thence N.ABoO7'25"E-, 160.00 feet; Thence S.61°52'35"E., 185.00 fees; Thence S.85°52'35"E-, 600.00 fees; Thence N.88°O7'25"E-, 340.00 feet; Thence N.77°07'25''E-, 300.00 feet; Thence . N.27°O7'25"E., 380.00 feet; Thence N.72~07'25''E-, 1BO.OD feet; Thence S.55°52'35"E.: 171.70 feet to a point for corner; cf THENCE leaving the said centerline Denton Creek, and the south line of the Pure ]ce and Cold Storaoe Co. tract, S.0°52'35"E., 1437.15 feet to a point for corner in a curve to th~ left running in a southwesterly direction and having ~- central angle of 13°19'34% a radius of 220D.00 feet and a tangent bearing of S.75~26'53"W.; THENCE along said curve 511.69 feet to the end of said curve; THENCE ~.27°52'41''W., 710.40 feet to a point for corner in a curve to the left running in a southwesterly direction and havino a central angle of 7°57'25'' a radius of 3342.11 fee~ and a tangent bearing of S.73°AS'41"W-; THENCE along said curve 464.14 feet to the end of said curve; THENCE S.65°52'16''~'., 885.24 feet to the be_Dinning of a curve to the right i~aving a central anole of 18°00'54'' and a radius of 600.00 feet; THENCE along sJid curve 188.65 feet to the end of said curve, same. being on the said east line of Denton Tap Road; THENCE alono the said east line of Denton lap Road the following courses and distances; N.2*Oi'D2''E-, 388.26 feet to the be_einnino of a curve to the left having a central angle of 2°53'00" and a radius of 57~)9.70 feet; Thence along said curve 291.36 feet to the end of said curve; Thence N.O°51'58''v:-, 342.8B feet to the Point of Beginning and containing 53.398'aares of land. PHASE 111 BOUNDARY DESCRIPTION BEING a tract of land situated in the Alfred Logsdon Survey, Abstract Ilo. 78~ the Clarinda Squires Survey, Abstract No. 1327 and the Heirs of Gilbert C. ~oolsey Survey, Abstract No. 1042 in the City of Coppell, Dallas and Denton Counties, Texas, and also being part of a tract of land as described in deed from Good Financial Corp. to l.i. Douglas Adkins, Trustee, as recorded in Volume 76188, Page 2355 of the Deed Records of Dallas County, Texas and being more particularly described as follows: COIeNENC]NG at a point of intersection of the east line of Denton Tap Road ( a variable width right-of-way) with the centerline ol Denton Creek, said point also being the most southerly southwest corner of a tract of land as described by deed to Pure 1ce and Cold Storage Co. and recorded in Volun~ 65694, Page 1496 of the Deed Records of Dallas County, Texas; Thence along the said centerline of Denton Creek and the said south line of the Pure Ice and Cold S~orage tract the following courses and distances; N.7g°OT'25"E., 147.77 feet; Thence N.18:31'25"E-, 17i.67 feet; Thence rl.48°OT'25"E., 160.00 feet; Thence S.61°52'35''E-, 185.D0 feet; Thence S.85°52'35"E., 600.00 feet; Thence N.88°OT'25"E., 340.00 feet; Thence I~.77°07'~5''E., 300.00 feet; Thence N.27°O7'25"E., 380.00 feet; Thence N.72°07'25''E., 180.00 feet; Thence S.55°52'35"E., 171.70 feet; Thence S.0°52'35"E-, 71.61 feet to the POII~T OF BEG!NNING: THENCE continuing along the said centerline of Denton Creek and the said south line of the Pure ]ce and Cold Storage Co. tract the following courses and distances; ~.85o51'39"E., 326.?4 feet; Thence N.74°ll'Sg"E., 175.00 feet; lhence N.60°13'54"E., 255.30 fed%; Thence N.67°26'14"E-, 185.00 feet; Thence S-88°37'46''E., 75.90 feet; Thence S.Sl°49'll"E., 195.25 feet; Thence,S.89°55'41''E-, 112.55 feet; Thence N.70°25'54"E., 75.45 feet; Thence N.56°l 59"E., 176.70 feet; Thence );.65°41'lg''E., 152.20 feet; lhence N.43°43'2g"E., 115.30 feet; Thence N.23°37'24"E,, 140.40 feet; ihence N.Al°44'Ol"W.';'~9-90 feet; Thence N.20°21'3g''E-, 153.00 feet; lhence S.6758'21"E., 50.?A feet to a point for corner; IHE)(CE leaving the said centerline of Denton Creek and the said south line of the Pure ]ce and Cold Storage Co. tract, SOUTH, 1552.34 feet to point for corner; THENCE S.87°44'42"W., 327.96 feet to a point for corner; THENCE SOb~H, 787.26 feet to a point for corner in a curve to the left running in a northwesterlydirection and having a central angle of 28°24'05'' a radius of 1900.00 feet and a tangent bearing of N.61°40'53''W., · THENCE along said curve 941.83 feet to the end Of said curve, same being the beginning of another curve to the left having a central angle of 14°28'D9'' and a radius of 2200.00 feet; THENCE along said curve 555.58 feet to the end of said curve; THENCE N.0°52'35''W,, 1365.54 feet to the Point of Beginnin~ and containing 60.186 acres of land. THE PARKS OF COPPELt ESTI~'ATED CITY PARTICIPATION DEVELOPMENT COST PROPOS£D MUN]C]PAL CENTER A. ITMES ADJACENT TO MUNICIPAL CENTER SITE 1. PAVING - PARKWAY BOULEVARD (22' F-F Concrete) 1,420 S.Y. 6" Conc. ~ S 15.OD : $21,300.00 1,500 S.Y. - Lime Subgrade ~ 2.50 = 3,750.00 1,10O L.F. 6" Curbs B 2.00 : 2,202.00 Gradina - 600 C.Y. Fill ~ 2.50 TOTAL 2. SANITARY S~WER (ESTIN~TED lO" DIAMST£R) 555 L.F. - 10" Sewer Pipe ~ S - lO.O0 = S E,550.00 1 Ea. 4' Dia. Manhole ~ 1250.00 = !,250.00 40 C.Y. Rock Embedn~n~ ~ 20.00 = 800.00 L.S. H~sc. ~ 502.00 : 500.00 TOTAL $ ~,100.00 CITY PART - 50% : ~ 4,050.00 3. 16" WATE~ LINE · ~5.5 L.F. 16" Wa~er ~ S 18.00 = 1 Ea. 16" Valve ~ 2200.00 : 2,200.00 0.2 Tons Fittings ~ 1BO0.O0 = 36C.00 L.S. M~sc. ~ 500.00 : 500.00 TOTAL S13,050.00' CITY PART - 50~ : S 6,525.00 4. STORM SEWER (ESTIMATED 36" D]AMETER~ 555 L.F. 36" R.C.P. ~ S 40.00 = · $22,200.00 1 Ea. - 10' Curb ]nle~ ~ 1500.00 = 90 C.¥. - Sand £mbedment ~ lO.O0 = 900.00 TOTAL $24,600.00 CITY PART - 50S = S12,309.00 B. 16" WATER L1NE - DENTOH lAP ROAD 2,650 L.F. 16" Weter ~ 5 I$.00 = S47,700.00 3 Ea. 16" Valves B 2200.00 : 6,600.00 0.5 lons- Fittings ~ 1GOD.O0 = 90~.00 100 L.F. Bore, Case & Furnish 12" water Pipe B 90.00 = 9,00§.00 1 Ea. - 12" Valve ~ 700.00 200 C.Y. - Sand Embedment ~ lO.OD ~ 2,000.00 4 Ea. - 1 1/2" Blow-Off Assemblies ~ 250.00 TOiAL C. CHARGES FOR MUNICIPAL UT]L]TY DISTRICT 10% of Eli;ib!e Construction Cost (S90,775) : $9,000.00 D. ENGINEERING COST 10% of -coral Construc~ior, Cost (Si19,525) = SI2,000.00 SU!,~.r:~qRY OF EST]H'-TED COST 1. PAVING (PARK~AY BLVD.) -- S28,750.00. 2. SANITARY SEWER ( PARKWAY BLVD.) = 4,O50.DD 3. 16" WATER L!HE ( PARKWAY BLVD = 6,525.00 A. STORM SEWER (PARKWAY BLVD. ) = 12,300.O0 5. 16" WATER (DENTON TAP ROAD ) = 67,900.00 6. M.U.D. CHARGES ';"" = 12,000.00 7. ENGINEER]rIG TO'[AL Sl') O ,5~5. O0 SPECIAL WARRANTY DEE~ STATE OF TEXAS ) ) KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DALLAS ) THAT THE PARKS OF COPPELL JOINT VENTURE II (herein the "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ( $10.00) and other valuable consideration to ~he undersigned paid by THE CITY OF COPPELL, a municipal corporation and political subdivision of the State of Texas (herein the "Grantee"), the receipt and sufficiency of which is hereby acknowledged, has GRAlqTED, SOLD and CONVEYED, and by these presents does GI~ANT, SELL and CONVEY unto the Grantee, whose address is P. O. Box 478, Coppell, Texas 75019, Attention: Andrew Brown, Mayor, all of that real property situated in Dallas County, Texas, described in Exhibit "A" attached hereto and made a part hereof together with any improvements thereon (herein the "Property" ) - TO PIAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto the Grantee, its successors and assigns forever, and Grantor does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto the Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through and under Grantor but not otherwise. This conveyance is made and accepted subject to those matters set forth on Exhibit "B" attached hereto and made a part hereof for all purposes, and to the restrictions set forth on Exhibit "C" attached hereto and made a part. hereof for all purposes. By acceptance of this conveyance and as part of the consideration therefor, Grantee, its successors and assigns, do covenant and agree and shall be obligated and bound to abide by and comply with each and every provision of said restrictions, which are covenants o er . w~th the Pr p ¥ . .' '~:-' L~.. SPECIAL WAR~ DEED ~I~I~A~ EXECUTED AND DELIVERED this ~ day of December, 1982. THE PARKS OF COPPELL JOINT VENTURE By: Michael R. Allen, Joint Venturer By: Glen A. Hinckley, Joint Venturer By: John B. Kidd, Joint Venturer THE STATE OF TEXAS ) ) COUNTY OF DALLAS ) This instrument was acknowledged before me on the__day of December, 1982, by MICHAEL R. ALLEN, a Joint Venturer of THE PARKS OF COPPELL JOINT VENTURE II, on behalf of said joint venture. Notary Public My Commission Expires: THE STATE OF TEXAS ) ) COUNTY OF DALLAS ) This instrument was acknowledged before me on the day of December, 1982, by GLEN A. HINCKLEY, a Joint Venturer ok THE-------~ARKS OF COPPELL JOINT VENTURE II, on behalf of said joint venture. Notary Public My Commission Expires: SPECIAL WARRANTY DEED' EXHIBIT "B" PERMITTED EXCEPTIONS FOR MUNICIPAL SITE 1. Easement in instrument dated November 4, 1938, filed December 12, 1938 and recorded in Volume 2109, page 463 Deed Records, Dallas County, Texas for electrical lines, etc. and right-of-way from J.W. Thweatt and wife, Belle Thweatt to T P & L Company. 2. Rights of the public and ~he State of Texas in and to the uninterrupted flow of the waters of the Cottonwood Branch and all other creeks and streams transmersing the Property. EXECUTED AND DELIVERED this ~ day of December, 1982. THE PARKS OF COPPELL JOINT VENTURE II By: Michael R. Allen, Joint Venturer By: Glen A. Hinckley, Joint Venturer By: John B. Kidd, Joint Venturer THE STATE OF TEXAS ) ) COUNTY OF DALLAS ) This instrument was acknowledged before me on the ~ day of December, 1982 , by MICHAEL R. ALLEN, a Joint Venturer of THE PARKS OF' COPPELL JOINT~ENTURE II, on behalf of said joint venture- Notary Public My Commission Expires: THE STATE OF TEXAS ) ) COUNTY OF DALLAS ) This instrument was acknowledged before me on the day of December, 1982, by GLEN A. HINCKLEY, a Joint Venturer of THE P---------~KS OF COPPELL JOINT VENTURE II, on behalf of said joint venture. Notary Public My Commission Expires: THE STATE OF TEXAS ) ) COUNTY OF DALLAS ) This instrument was acknowledged before me on the __day of December, 1982, by JOHN B. KIDD, a Joint Venturer of THE PARKS OF COPPELL JOINT VENTURE II, on behalf of said joint venture. Notary Public My Commission Expires: '. EXHIBIT 'B" PERMITTED EXCEPTIONS FOR PHASE I-A AND PHiSE i-B' A. Rights of the public and the State of Texas :tn and to the uninterrupted flow of the raters of the Cottonwood Branc~ and all other creeks and streams transmersin$ subject property; over, across and through property to be in- sured. B. Easenent /n /nstrunent dated June 3, 1975 and recorded /n Volmne 751&2, page 1372 De~-' Records, Dallas ~unty, Te~s for se~r l~ne,- etc from ~od Financial Co~ to ~ppell Nun~cipal Utility District ~o.1. (~fects Phase C. ~e~nt in ~ntr~ent dated Novem~r ~, 1~, f~led ~cember 1~, 1~38 and recorded in Vol~e 21~, pnge ~63 Deed Records, Dallas ~ounty, Te~s for e~ec~r~cal lines, e~c end r~ght-of-~ay fr~ J. ~. ~weatt and ~fe, Belle ~v~tt ~o T P & L, Co~nny. D. ~s~en~ ~n ins~rument da~ed June ~3, 19~, [~led July 12, 19~5 and recorded ~n Volume ~300,' page 358 Deed Records, Dallas County, Te~s for channel easement fro~ Floyd A. No~n to t~e County of Dallas. (~fects Phase only) E. ~semen~ ~n ~nstrumen~ dated Au~us~ 1~, 1978, f~led ~r~l 13, 1979 and re- corded ~n Volume 7907~, pn~e ~9 Deed Records, Dallas ~un~y, Texas for "" u~li~y easement fr~ ~. Douglas ~k~, ~tee to the City of Coppell. (~fects ~nse I-~ only) SPECIAL WARR~ DEED T~ STATE OF TEXAS § § KNOW ALL NLEN BY ~":~ESE PRESENTS: COU~ OF DALLAS § THAT THE PARKS OF COPPELL JOINT VENT%~ II (herein the "Grantor"), for and in consideration of the sum of TEN A~ NO/100 DOLLARS ($10.00) and other valuable consideration to the undersigned paid by TI{E CI~/ OF COPPELL, a municipal corporation and political subdivision of the State of Texas (herein the "Grantee") the receipt and sufficiency of which is hereby acknowledged, has G~ANTED, SOLD and CON-gEYED, and by these presents does G~T, SELL and CO~EY unto the Grantee, whose address is P. O. Box 478, Coppell, Texas, 75019, Attention: ~drew Brown, Mayor, all of that real property situated in Dallas County, Texas, described in Exhibit "A" attached hereto and made a part hereof together %-i~h any improvements ~hereon (herein the "Property" ) . TO HAVE ~ TO HO~ the Property, together with all and sin~lar the rights and appurtenances thereto in an~'ise belonging unto the Grantee, its successors and assigns forever, and Grantor does hereby bind itself and its successors and assigns to WA~T ~ FOREVER DEFE~ ali and sin~lar ~e Property unto the Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through and ~der Grantor but no~ otherwise. This conveyance is made and accepted s~jec~ to those ma~ters set forth on Exhibit "B" attached hereto and made a par~ hereof for all purposes, and to the restrictions set for~ on Exhibit "C" attached hereto and made a part hereof for all pu~oses. By acceptance of this conveyance and as part of ~e consideration therefor, Grantee, its successors and assigns, do covenant and m~ree and shall be obligated and bound ~o ~ide by and comply wi~ each and every provision of said restrictions, which are covenants ru~in~ wi~ ~e Proper~y. E)[HIBIT "C" RESTRICTIONS 1. The Property shall be improved, occupied and used only as a public park primarily for use by residents of The City of Coppell. It is agreed and understood, however, that the foregoing restrictions are not, and shall not be deemed to be, a dedication of the Property to the public. 2. ~The restrictions set forth above (the "Restrictions") shall affect all of the Property, shall run with the Property, and shall exist and be binding upon Grantee and all persons-claiming under Grantee for a period of fifty (50) years from the date of filing of this conveyance. The Restrictions are made solely for the benefit of Grantor and are not intended to create mutual or reciprocal servitudes upon adjoining land for the benefit of adjoining landowners. Grantor and Grantee, jointly but not severally, reserve unto themselves the right, from time to time without the joinder by any adjoining landowner, to revoke or amend the Restrictions by written instrument duly acknowledged and recorded in the Deed Records of Dallas County, Texas. Grantee, its successors and assigns, shall not apply for any zoning change for all or any part of the Property without first obtaining Gran%or's written consent thereto. Grantor shall have the right to enforce the Restrictions by any proceeding at law or in equity including, but not limited to, the right to enjoin any attempted or actual violation of the Restrictions. EXECUTED AND DELIVERED this __ day of December, 1982: THE PARKS OF COPPELL JOINT VENTURE By: Michael R. Allen, Joint Venturer By: Glen A. Hinckley, Joint Ventur=r By: John B. Kidd, Joint Venturer THE STATE OF TEXAS § COUNTY OF DALLAS § This ins~rumen~ was acknowledged before me on ~he ~ day of December, 1982 , by MICHAEL R. ALLEN, a Joint Venturer of THE PARKS OF COPPELL JOINT gENTURE I~, on behalf of said joint venture. Notary Public My commission expires: THE STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on the day of December, 1982, by GLEN A. HINCKLEY, a Joint Venturer of THE P~ARKS OF COPPELL jOINT VENTURE II, on behalf of said joint venture. Notary Public My commission expires: THE STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on the __ day of December, 1982, by JOHN B. KIDD, a Joint Venturer of THE PARKS OF COPPELL JOINT VENTURE II, on behalf of said joint venture. Notary Public My commission expires: EXHIBIT "B' PERMITTED EXCEPTIONS FOR PHASE I-C A. ~/ghta of the public and the State of Texas in and to the uninterrupted flow of the waters of the Cottonwood Brauch iud all other creeks and streams transmers~ng subject property; over, across and through property to be ~n- sured. (Runs throu~ property, could affect all tracts of the property to be insured). B. Easement in ~nstrtnnent dated Novenber &, 1938, f~led Decenber 12, 1938 and recorded in Volume 2109, page 463 Deed Records, Dallas County, Texas for electrical lines, etc and right-of-way from J. ~. Thveatt and ~fe, Belle Thweitt to.T 1~ & L, Company. C. ~-aaement in tnstrunen~ dated August 15, 1978, filed ~prL1 13, 1979 and re- . corded in Voltme 7907&, page 99 Dead Records, Dallas County, Texas for utility easement frcnn ~. Douglas ~kdkin~, Trustee to the City o! Coppell. (Afftctl Fhase I-B only) EXHIBIT "A" PROPERTY DESCRIPTION FOR PHASE I PHASE I - C BOUNDARY DESCRIPTION BEING a tract of land situated in the Clarinda Squires Survey, Abstract No. 1327 in the City of Coppell, Dallas County, Texas and also being part of a tract of land as described in deed from Good Financial Cdrp. to M. Douglas Adkins, Trustee, as recorded in Volume 76188, Page 2355 of the Deed Records of Dallas County, Texas and being more particularly described as follows: CO~4ENCING at a point of intersection of the west line of Denton Tap Road (a variable width rioht-of-way) with the centerline of Denton Creek, said point also being the most ~outherly southeast corner of a tract of land as described by deed to Jack Lively recorded in Vol u~ 426, Page 510 Of the Deed Records of Dallas County, Texas; Thence along said centerline of Denton Creek the following courses and distances; S.88°18'37"W., 50.83 feet; Thence N.?l°ll'23"W., 340.00 feet; Thence N.57°ll'23"W., 272.00 feet; Thence N.37°ll'23"W., 339.70 feet to the POINT OF BEGINNING; THENCE S.58°49'09"W., leaving said centerline of Denton Creek 853.25 feet to a point for corner; THENCE N.31°lO'51"W., 631.66 feet to a point for corner on the centerline of said Denton Creek; THENCE along the said centerline of Denton C~-eek the following courses and distances; S.89°39'23"E., 37.22 feet; Thence S.83°21'23"E., 211.75 feet; Thence N.B3°42'37"E., 102.50 feet; Thence N.74°39'37"E., 91.00 feet; Thence N.43°00'37''E-, 196.74 feet; Thence N.60°28'37"E., llO.O0 feet; Thence S.?T°Ol'23"E-, 136.00 feet; Thence S.50°01'23"E., 170.00 feet; Thence S.37~11'23"E., 210.30 feet to the Point of Beginning and containing 8.843 acres of land. 1. The Property shall be improved, occupied and used only as a public park primarily for use by residents of The City of Coppell. It is agreed and understood, however, ~_hat ~he foregoing restrictions are not, and shall not be deemed to be, a dedication of the Property to the public. ? 2. The restrictions set forth above (the "Restrictions") shall affect all of the Property, shall run with the Property, and shall exist and be binding upon Grantee and all persons claiming under Grantee for a period of fifty (50) years from the date of fizing of this conveyance. The Restrictions are made solely-for the benefit of Grantor and are not intended to create mutual or reciprocal servitudes upon adjoining land for the benefit of adjoining landowners. Grantor and Grantee, jointly but not severally, reserve unto themselves the right, from time to time without the joinder by any adjoining landowner, to revoke or amend the Restrictions by written instrument duly acknowledged and recorded in ~he Deed Records of Dallas County, Texas. Grantee, its successors and assigns, shall not apply for any zoning change for all or any part of the Property without first obtaining Grantor's written consent thereto. Grantor shall have the right to enforce the Restrictions by any proceeding at law or in equity including, but not limited to, the right to enjoin any attempted or actual violation of the Restrictions. EXI4IBI T "C"