Northlake 635(6)-CS 970124 ~1d9697500
~ENT~BY:Xerox Teleco~ie~ 7020/~.~1-24-97
KASMIR & KRAGE,L.L.P.
ATTORNEYS AND COUNSeLOr8 AT
g001 B~AN TOWER
8UI~ 2700
DA~8, T~S 75201-305~
214/~5g-7500
TE~CO~ER 214/220-0230
TBLEC, OPY COVER PAO~
PLF_~SE DEL/VER THE FOLLOWING PAGES TO:
FRO M:
RE:
CIT~ OF COPPI)LL
CYRZL D. 1CAB~gIR
ITEM(S)
NUMBER OF PAGES (INCLUDIN(3 THIS COVER PAC{E):
TELEPHONE NUMBER SENT TO:
DATE AND TIME SENT:
SPECIAL INSTRUCTIONS:
IF YOU HAVE AN'Y PROBLEM WITH THIS TRANSMISSION, PLEASE CALL DEBI
7500
VEi~IFICATION CALL: NAME:
DATE/TIME: ____/97 __:__ AM/PM C~T.
CONFIRMATION TE~PHONE NUMBER: 972-4~2-0022
T~E IN~RMATION CONTAINED IN THIS FACSIMILE ME~SA~E IS A~O~
AND CONFIDENTIAL INFOR~TION INTENDED ONLY FOR THE USE OF
ENT~ NAMED ABOVE. IF T~E R~DER OF THIS MESSAGE IS NOT THE
TION O~ CO~ING OF THIS COMMUNICATION I8 STaidLY
RECE~KD ~IS COMMUNICATION IN EWROR. ~SE IMMED~T~LY
P~ONE. THANK YOU.
~ HY JLND
L&T C~,RTA.IN
L ~OP~I'~*
I~ O]~ TH~
· AM~ COT
~IE AT 214-969-
NEY PRIVILEOED
g INDIVIDUAL, OR
FI'ENDED RECIPI-
~.TION, DISTRIBU-
· IF YOU HAVE
+972 BO& 3573;# 1
SENT
BY:Xerox Telecopier ?020 ; 1-24-97 ;11:45AM ;
KASM[R & KRAOE~
KASM R & KRAO , L.L.P.
A'I'TORNEY8 AND COUNSELORS AT LAW
EOOI BRYAN ?OWER
January 24, 1997
VIA .T..ELECOpIER TO 972-304-3673
Mr. James Witt
City Manaser
City of Coppell
255 Parkway Boulevard
Coppell, Texas 75019
Re:
Dear Jim:
Development Asreement (hereinafter called the
ovment Am'cement") to be entered into by and ~
Brazos Beltline Development, Inc. (hereinaite~ called
the "Owl~er") and the CiW. of Coppell, Texas ~herein-
after called the "City") vath respect to that [certain
approximately 32.8332 acre tract of real prope/ty that
is located at the northwest comer of the interse,
Belt Line Road and Lakeshore Drive in the
Coppe11, Dallas County, Texas (hereinafter cai
"Property")
In connection with the development of the Property,
enclosed herewith a revised draft of the Development A~reen
+972
Please review this rev/sed draft of the Development A!
advise us of your comments at your earliest convenience.
CDK/dgh
Enclosure
Vet)/truly yours,
=tion of
City of
[ed the
you will find
tent.
~-eement and
3673;#
SENT BY:Xerox TelecoPier ?020 ; 1-24-97 ;11:46AM
KASI~E & KEAe£, L.L.P.
Mr. James Witt
January 24, 1997
Palie 3
Peter G. Smith, Esq.
Nichols, Jackson, Dillard,
Hager & Smith, L.L.P.
Via telecopier to 214-965-0010
With enclosure
SENT BY:Xerox Telecooier 7020 ; 1-24-97
KAsMIR & KRAG£, L.L.P.
Mr. Je. mes Witt
Janue47 24, 1997
Page 2
CC:
Mike Hel,,,an, C.P.A.
Vice President and
Chief Financial Officer
Vari-Lite, Inc.
Via telecopier to 214-819-3247
With enclosure
Mr. Bruce R. Heller
Vice Pres/dent and
Director of Project Serv/ces
The Fults Companies
Via telecopier to 214-871-6656
With enclosure
Mr. Morris L. Orr
Senior Vice President
The Fults Companies
Via telecopier to 214-87
With enclom.lre
Mr. Gregory C. Greene
President
Brazos Beltline Development, Inc.
Via telecopier to 214-520-2009
With enclosure
Robert R. Veach, Jr., Esq.
Locke Purnell Rain Harrell
Via telecopier to 214-740-8800
With enclos~zre
Mr. Ken Griffin
Assistant City Manal~er/City EnEineer
City of Coppell
Via telecopier to 972-304-3673
With enclosure
KASMIR
& KRAGE"
+~72
304
3673;#
SENT BY:X$?0x Telec0P[er ?020 ; 1-24-97 ;11:47AM ;
]~,.~rXBXOM'B TO D~AJ~ Oil
ADDrz'xOXI: DOI~IllL~ TJ'N'D~
KASM[R & KRAGE~
KAI~B4I~ ~ K3LA~
DRA.lf~ Oil 2/:
+9?2 304 $$?3;# 5
~,
Z4/97
This Development A~reement (hereinafter called the
~") is entered into by and
TEXAS, a home r~le city and mtznicipal corporation of D~
Texas (hereinafter ce. lied the "~:it~"), duly acting herein by
its Mayor, and BRAZOS BELTLINE DEVELOPMENT, I1~
corporation (hereinafter called the "Owner").
hereinafter individually called a
"Parties".
WITNBBS~?H-*
WHEREAS, the Owner is thc owner of that certain
32.8332 acre tract of real property that is located at the norl
of the intersection of Belt Line Roa~l arid L~keshore Drive
Coppell, Dallas County, Texas, the iei~al description of whicl
property is m~rked Exhibit A - ~al Description, attache~
incorporated herein for all purposes, and a map of which
property is marked Exhibit B - MaD of the Property, attache
incorporated herein for all purposes (hereinafter called th,
and
WHEREAS, the Owner is developing[ the Property as
industrial addit/on to the City to be known as "Lot
Northlake /535 I~usiness Park", in accordance with the Final
~IBlock A of td~-Northla~e 635 Business P~rk that has been
approved by the City and that will be recorded in the
Dallas County, Texas (hereinafter called the 'Final Plat");
WHEREAS, the Parties have a~reed to coopel
development of the Property in accordance with the ter~s al
of this Development A~reement;
DEVELOPMENT A(~I~EEMENT - Page 1 of 1~, 13 Pages
,F COPPELL,
dias
and through
'C., a Te, xao
The City and ~.'ze Owner
~u',..d collectivel called the
>proximately
hwest comer
n the City of
t~act of real
hereto and
tract of real
d hereto and
:ommercial/
ock A of ~
Plat of Lot
reviewed and
~t Records of
itc in the
· d provisions
SENT BY:Xerox Telecop£er ?020 ; 1-24-97 ;11:47AM ; KASM[R & KRAGE~
NOW, THERISFORI/:, for and in consideration of the
agreements that are set forth herein and other good
consideration, the receipt, sufficien~ and adequa~--y of whi.
acknowledged, the Parties ~Eree aa follows:
+972 304 36?3;# 6
hereby
complete.
Development Agreement and they are incorporated into this
Agreement for all pu_~poses.
(2) DESIGN OF TIlE IMPROVEMENTS .TO BI/:
OWNER. The Ovener shall retain the necessary
coordinate arid supervise the preparation of the plans for
Channel Improvements (which tei~,~, ia hereinagter defined
?~ this Develooment A~reement~l, for the Median C~t/Tur~
terra is hereinafter defined ixt ~ct/on ~8] 9f this Dev~lg]~mer
and for r. he Belt' L/ne Landscape Improvements (which term
defined in Sect/on [~,~] of this Deve]~oment A~r~mentl that
to be made by the Owner in accordance with this
Agreement (hereinafter collect/rely called the "Devel0oment
preparation of the Development Pl~ns shall be at the
expense of the Owner. The Development Plans shall be
prior written approval of the City, which app=oval
~nreasonably withheld or delayed. The Development Plan~
amended or revised without the prior written approval of th,
approval shall not be ~nreasonably withheld or delayed.
(3) B. UDGI/~T FOR THE IMPROVEMENTS TO BE
~. The Owner shall retain the necessary .pattie
coordinate and supervise the preparation of the b~dget for
~. The fo'rego/ng recitals are true,[ correct and
/
The for~eoin~ r~cit~ls ~ constitute the b/asia for this
Development
~DE BY THE
;s and shall
the Drainage
n /}?ction
Lane (which
~t Am~,~ementl
ts hereina_~ter
are requ~ed
Development
~n"). The
~le cost ~d
~bject to ~e
h~l not be
may not be
CiW, which
DE B.,y. THE
and shall
· ~he Drainage
Channel Improvements, for the Median Cut/Turn lane an¢ for the l~elt
Line Landscape Improvements that are recluired to be r~ade by the
Owner in accordance with the Development Plans (hereinai~e
called the "DeveloDment l~udKet"). The preparation of the
BudEet shall be at the sole cost and expense of the
Developmen[ Budget shall be subject to the prior written ap
City, which approval shall not be unreasonably withheld or
Development Budget may not be amended or revised with
I;)EVELOPb4ENT AQREE .}.VIENT - Page 2 of ~ Pages
collectively
~)evelopment
)whet. The
~roval of the
el~yed. The
,ut the prior
SENT BY:Xerox TelecoP£er ?020 ; 1-24-97 ;11:48AM ; KASM[R & KRAGE4
written approval of the City, wh/ch approval shall not be
withheld or delayed.
(4) C(~)NSTRUCTION OF THE [MPROV~MENTS TO
THE OWNER. The Owner shall retain the necessary
coordinate and super¥ise the construct/on ~f-~l&-of the
Improvements, the Mad/an Cut/Turn L~ne and the I/~elt
Improvements that are required to be made by the Owrter
with the Development l~lexxs and the Development BudEet.
for the constr~ction of the Drainage Channel Improvement
Cut/Tm Lane axad the Belt Line Lax~d~cape Improvement
~ be made by the Owner in accordance with this
A~reement (hereinafter collectively called the "Constructio:
shall be executed by the Owner ~d =hah be $~.lbject to the
.approval of the City, which approval shall not be uxxreaaon~
or delayed. The Construction Contracts may not be amen4
w/thout the prior written approval of the City, which appr
be unreasonably withheld or delayed. The construct/on of
Channel Improvements, the Mediaz~ Cx~t/Ttarn Lane
Landscape Improvements that will t~
Owner in accordance with this Development A~reeme
performed in accordance with ~ll applicable laws,
radiations, orders and restr/ctions of the City. The Owrte~
all necessaz:y- permits, licenses and approvals~ from
govcrnmental authorities.
(5) IMPROVEMENTS TO THE DRAINAGE .CI~rAJ
following improvements (hereinafter collectively called th
Channel Irntarovernen~s') shall be made by the Owner, at
and expense of the Owner, to the drainage channel that ia
the northern boundary line of the Property (hereinafter
Channel"), which Drainalie Channel is shown on the
marked l~.xhibit C -. MaD of the Draina_~e Channel, attache¢
incorporated herein for all purposes:
(A) Clear~ ex/st/nS vegetation
Drainage Chann~ to pax ~xit prope.r flow of
water;
DEVELOPMENT AC}REW-MENT - Page 3 of~4-1~ Pages
CDI~-w~3 \ 1~-01 ~ ~/~-0~:~g
+972 304 36?$;# ?
unreasonably
I~E MADE BY
isa and shall
~age Chaxxr~el
.~e Landscape
n accordance
I'he contracts
~, the Median
· that w/lha~
Development
~ Contra¢l;~")
)flor wr/tten
[laly withheld
ed or revised
,val ~tall not
~e Drain,s
he Belt Line
~ by the
~t sh~ be
ord~ce~
eh~l obt~n
~ll requisi~
NEL. The
he ~ole cost
vcated along
;d
[p which is
hereto and
the
SENT BY:Xerox TelecoP£er ?020 ; 1-24-97 ;11:48AM
KASM[R & KRAGE~
Modify side slopes of the E
~ for proper madnten~n
(c)
Install new landscaping in the Draina~ t
for the first one hundred fifty feet (150')
Belt Line Road, such l~ndscapin8 to corn1
the United Brutes Army Corps of lea
desi~ation.
The Drainage Channel Improvemcnt~ ~hall be com'
Owner sirn~tlt~neously with ~e comple~on of ~e b~d~
cone~c~d on ~e ~ope~.
Upon comple~on of ~e Dr~Me Ch~nel Impm
Owner sh~l be responsible for the m~nten~ce of ~e Dr~
~d ~e Dr~nage Ch~nel Improvements.
(6) ~O ROADWAY IMPACT FE~R. The ~er
requi~d to pay.any roadway impact fees ~ respect to
~~,'~ ~ (7) T~FFIC SIGNAL. The CiV ~ desi~, ins~ll
~ tr~fic si~ at the intersection of Belt Lzne
Road
~a~ ~ll be sufficient [o accommodate thc ~ticiPa~d
from thc development of the ~ope~, the ~acts
Lakeshore Drive and ~e ~acts that ~e located west of Belt
Thc tr~flc sisal will ~ inst~led by the CiV du~r
~ 1997, at ~e sole cost and expense of the Ci~.
(8) MEDIAN CUT AND LE~ TURN ~NE IN ~ELT
~/ The Owner will de~i~, const~ct and m~n~n a
t~rn lane In Belt ~e Ro~d to allow access to ~e ~operW
called the "Median Cut/~m ~"). The Median Cut/~
located between eight hund~d fifW (850) feet and one
( 1,050) feet nor~ of ~e center line of L~eshore D~ve at ~e
of Belt Line ~oad and L~eshore Drive at ~e specific loci
selected by the Owner, in ~e Owner's sole jud~ent ~d dis~
Ci~ hereby approves the pressed location ~d agrees to
cuts on the adjacent prope~ which would not
Cut/~rn Lane ~at is approved herein.
I~)EVELOPMENT A~DREEMEN._T - Page 4 of 1443 Pa~es
CDIt-w~3 \ ~!-01/24/97-09:49 AM_~_
+972 304 3675;# 8
ce and
:hanna{
west of
~ly with
8ineers
,leted by the
that w/ll be
ements, the
Channel
will not be
Property.
~-ld ma/ntain
eshore Drive
~nt ,of traffic
adjacent to
ins Road.
alendar year
LINE ROAD.
cut and left
(hereinafter
Lane will be
~usand Fifty
intersection
.tion that is
:retion. The
~ent median
the Median
SENT BY:Xerox Telecopier ?020 ; 1-24-97 ;11:49AM
KASM[R & KRAGE~
The Median C~zt/T~rn Lane v~ilI be const.~tcted b~ t~
the sole cost and expense of the O~mer, simulta4~eou,
completion of the building t. hat v~ll be const~'ucted on the 1~
(9) IMPROyEMENT~ TQ LAK~SHOI~tE DRIVE. q
improvements (hereinafter collectively ca,led the "Lake
Imorovements") shaJ~ be made by the City to Lakeshore Dr/vi
(A)
Rese~l~k~l-~/r pay/rig joint~; ~d
curbs.
+972 304 3573;~ 9
,~e O~er, at
Ily with the
~perty.
'he followin~
~ahore Dr/ye
;:
broken
The I~keshore Drive lmprovements.sh.a11 ~ co. mpl~te~ by. the .Civet-y_,
" ' ' ' e Lake 'v ' '
thirty 130) d=~vs after the teeny--ce of the Cer~_'ficate of O~Cu~ ,~ for ~e
~ildin~ that will ~ considered on ~e ~overW. The ~h ashore D~ve
]morovements sh~lI be com~let~ ~tb!n n~e~ {901 wor~ ~va ~ter
~ ioi~i~_~on of cons~c~o~.of ~e l~k~hore D~ve lmorove ment~.
([O) IMPRO~MENTS ?0 STORM
WITHIN
(A)
(C)
Adjust inlet heishts to match street;
Relevel the top of inlets; and
Repair broken and/or cracked inlet concr~
The Storm Sewer Improvements shall be completed b
the sole cost and expense of the City. The City w~ tp~in cc
the Storm Sewer I~'gvements within,thirtY (3Q) days after
of th~ ~¥t~/ftcate of Occupancy for the b~.li_!din~ that will be
@t4 the Property. The ~;grm Sewer Imvrovement$ .sh~11 !
within ninety [~(~) workin= days after the i~iti~tion of consl~
DEVI~LOPMENT AOREEMENT - Page 5 of 14-1~ Pages
CDK-ws3 \ ~-01 / 24/97 -09:49 AMC
the City, at
m~-uction of
~e i~suance
constructed
~e ~Qmoleted
uction of the
SENT BY:Xerox Telec0pier 7020 ; 1-24-97 ;11:50AM ;
KASMZR & KRAGE~
+972 304 3673;#10
DE..VEI~OPMENT AGREEMENT - Pa~e 6 of ~ Pages
CD~-wa3 \ ~8-/31/.'24/'97-0g:49
that provide or w/Il prov/de water to the Property: the
Wra~ler Dj'tvs wa~r lines t~nd south Belt Line water li~
and in ~ccord~n~ ~yith t~e City's ~ater Master
the City, at the sole co~t and expense, of the City,
(12) BELT LINE ROAD I~OHT O1= WAY. The O~
allowed to use the unimproved portion of the r/~ht of wa
Road that is adjacent to the eastern boundary line of th,
Iand$capin8 improvements that the Owner deems necessar
in the Owner's sole judgment and discretion (hereinafte
called the "Belt Lirt¢ Landscaoe Imorovements"). Th
Landscape improvements shall be completed by the Owns:
cost and expense of the Owner, followinE approval of the
Plane and the Development Budget for the Belt Lin,
Improvements by the City.
Upon completion of the Belt L/ne Landscape Impro'
Owner shall be reeponsible for the maintenance of
Landscape Improvements.
{1'3) HIKE AND BIKE TRAIL. In the event
const~cts or causes to be constructed a hike and bike
called the "Hike and Bike Tra~"), the Hi~ and Bike Trail/~
in the unimproved portion of the right of way of Belt Line
adjacent ~o the eastern boundary line of the Property and n
the Property. The Owner will nOt be oblisated to eithe:
contribute to the cost of the desiKn, installation, con
maintenance of the Hike a4'~d Bike Trail. The City a~-ees
ns~_~!!ation of
;ompleted by
by Julv, 1.
,nor shall be
of Belt LAne
Property for
or desirable,
collectively
e Belt Line
r, ~t the sole
Development
La.z'~dscape
~e Belt Line
at the City
(hereinafter
ili be located
Road that is
)t located on
pay for or
~truction or
o coordinate
Sewer Improvement=, ~'----'--~ "~"- "-'"-'~" -="-==. c"
{1 1) IMPRO~MENT TO ~8TING WATER ~NES. The rolls, Ri
~momve~nts~ (he~in~ter c~ed ~e "Wamr ~e
~vrovement=l==~c~-=~==~") ~h~ be m~e by the Ci~ ~ ~e w~ter line~
SENT BY:Xerox TelecoD[er ?020 ; 1-24-97 ;11:50AM ;
KASM[R & KRAGE"
the design and location of the Hike and Bike Trail with
Landscape Improvements.
(14) NO SIDEWALKS. No sidewalks will be re~
constr~cted on the Property along or &ctjacent to Lakeshore
the City En~neer of the City specifically determines them to
a4~d so advises thc Owner in writing.
(15) I~J~LATIONSHIP OF TIlE PARTIES. Neither this
A~reement nor the actions of the Pea-ties are intended or shi
or consL-~ed by any of the P~rties or by ~ny third part~
a~ency relationship, general or limited partnership, joint vi
association between the Parties. The relationship betweel
shaLl be limited to the performance of the specific obli~at
described in and contemplated by this Development ~
accordance with the terms of this Development A~reement.
(16) COMPLIANCE WITH LAWS. The P~-ties shall
their specific obligations that are described in and contem
Development Agreement striclfly in accordance with all ap
+972 304 3673;#11
~tred to be
Drive unless
be necessal~
Development
dl be deemed
to create an
,nt't.trc or any
· t the Parties
,ons that are
~reement in
.-ach p~rform
~lated by this
~licable laws,
statutes, ordinances, rel~ul~tions, orders and restrictions. Each of the
Parties sb_~_!! obtain all necessary pciii~its, licenses, approvals az~d/or
exemptions from all requisite governmental authorities
implementation of the respective action with respect to
approval, license, permit, authorization or exemption is req~
(17) INDEMNIFICATION. Each of ~e P~ies herb'
~e olher Par~ and a~ees to hold ~e o~er P~ ha~ess
~1 claims, action~, ca~es of ~c~on, d~~, losses~ lie
and expenses (includins reasonable atom.s' fees and
are incurred by or asse~cd aiains~ ~e o~her P~ in conn~
wi~ respect to ~he pe~ormancc of the spec~c
desc~bed ~ ~d con~empla~d by this Development
c~used ~ ~e negligence, willful misconduct or fraud of
P~ or the officers, directors, employeea or auto.ed
respective Par~.
(18) ~OVENANT~ RUNNING MTH. THE MND.
obligations of the O~er that ~e desc~bed in ~d contem
Development A~reement sh~I b~ obli~a~ons ~at sh~l
DEVELOPMENT AGREEMENT = Page 7 of j~44~ Pages
prior to the
which such
red.
indemnifies
rom any ~nd
5ilities, costs
cpenses) that
:etlon with or
~ns that ewe
~ent that are
~at respective
Eent$ of that
The specific
~lated by this
~n with the
SENT BY:Xerox TelecoPier ?020 ; 1-24-97 ;11:51AM ; KASMZR & KRAGE-
Property and shall be binding on a/l part/es havinB or
right, title or interest in the Property or any par~ thereof.
(19) NO ASSIGNMENT. Neither of the part/cs may
its respective rights, duties, responsibilities or
Development A~recment without the prior written consen
party.
(20) FORCE MAJI~URE. Neither of the Paxttes
be in breach of this Development A~reement in the ev
prevented from performing any of it~ duties, resp¢
obligat/ons hereunder as a result of acts of Qod, inclement
~'trikes, fires, storms, public disturbances or any rutle,
or ordinance of the federal government, the State of Texas,
Dallas, the City ~nd/or any agency or instrumentality
. jurisdiction over the Parties or over the Property.
(21) ENTIRE AOREEMENT. This Development A
the attached exhibits, which are incorporated herein for
supersede any ~nd all other understandings ~nd a~reemen
or in writing, between the Part/es with respect to the mattez
forth herein and constitute the sole and only a~reement
Parties wi~:h respect to the matters that are set forth her~
negotiations and agreements between the Parties with
matters that are set forth herein axe merged into this
Agreement. Each of the Parties to this Developme~
acknowledges that no representations,' inducements,
promises or a~'eements, orally o~ otherwise, have been
other Party or by anyone act/nE on behalf of the other Part~
tO the matters that are ~et forth herein which are not set
Development AKreement and that any representation,
statement, promise or a~reement with respect to the rr~tte~'
forth herein that is not contained in this Development
no~ be valid or bind/nE or of any force or effect.
(22) GEN~)ER AND NUMBER. Words of any gender
in this Development AKreement shall be held and constru,
any other gender, and words in the sin~lar number sha
include the plural, and vice versa, ~nless the context require
DEVELOPMENT AGREEMENT - Page 8 of J~4-1-~ Pages . .,
+9?2 3~4 B673;#12
acquirlnl ~ny
a$si~n any of
under this
of the other
i~ deemed to
,-st that it is
,neibilitie s or
~e~ther, riots,
[ation, statut~
the Co~nty of
them having
reement and
tll p~rposes,
Cs, either oral
's that are set
between the
:in. All prior
;spect to the
Development
t AKreement
statements,
made by the
for~a in this
inducement,
that are set
;ement ~hall
:d to include
[1 be held to
s otherwise.
SENT BY:Xerox Telecol).f. er ?020 ; 1-24-9'/ ;11:52AM
KASMZR & KRAGE~
(23) MODIFICATION. No change or modificat
Development A~reement shall be valid or binding upon the P
the change or modification is in writing a~d alined by both o
(o-4) /~[~_0~. 'The headlnss that ewe u~ed in this
A~reement ~re u~ed for reference and convenience p~-po~ee
not constitute substant/ve matters to be considered in co
terms and provisions of this Development Alp-eminent.
+9?2 30A 3673;$13
ion of this
aFties unless
? the
3evelopment
only and do
nstr't.ting the
(25) TEXAS 1AW TO APPLY. THIS DEVELOPMENT ~OREEMENT
SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH TIlE lAW8 OF THE STATE
(EXCLUDINC~ Ally CONFLICTS-OF-lAW RULE OR P~NCIPL
~WS OF ANOTHER STATE).
of ~e terms, provisions or ~emcnta ~&t are conm
D~elopment A~reement shah be held by a Court c
jurisdiction to be inv~d, ille~ or unenforceable
reason, the ~v~id, illegal or unenforceable ~,
shall not affect any o~er ts/iii, provision or a~eement ~t
in t~s Development Asreement ~d this Oevelopment
cona~ed aa if the invalid, illegal or unenforceable ~,
a~reement had never been confined he.in.
The P~ea ac~owled~e that each of ~e P~ee an
have reviewed this Development A~eement ~d ~at ~e n
cons~ction to the cffect ~at ~y mbi~i~es ~ to be res
thc dr~tins Par~ shall not be employed in ~e integra1
Development A~eement or any amendment hereto.
No provision of thia Development A~eement ah~
have been waived by eider of ~e P~es unless the W~ve
and ai~ned by bo~ of the Parties. No c~atom or prac~c
evolve baleen the P~es durinE ~e
A~reement shall be deemed or construed to waive or lease'.
either of the Parties to insist upon strict compliance with
this Development A~eement.
DI~VE;LOPMENT Ai~REEMENT - Page 9 of ~ Pages
COK-w*3 \ ~ -01 / ~14 / 97-0~):49
OF
l~ OF TF.J~AS
UCTION OR
IT TO TIlE
one or more
f competent
spect for any
~r a~r~ement
is contained
nent shall be
provision or
d its co~tnsel
~rmal r~le of
olved aga/nst
ation of this
)e deemed to
is in writing
which may
Development
~ the right of
the terms of
SENT BY:Xerox Telecopier 7020 ; 1-24-97 ;11:52AM
KASM[R & KRAGE~
(27) ~. Any notice that is fetich'ed or pezTnitt
or delivered under ~i~ D~lopment A~emen~ sh~ ~
~ven or de~ve~d only when acidly received by ~e ~
notice is addressed or when actu~ly delivered to ~e ad
P~, ae evidenced ~ a receipt si~ed ~ a ~rson at ~
address, at ~e addresses t~t ~ set fei below, or
add=eases that th~ have theretofo~ specified by w~t~n nt
in accord~ce he~:
(A) Not/ce to the City shall be addres~
delivered as follows:
CITY OF CoPPELL
255 PARKWAY BOULEVARD
COPPELL, TF, XA8 75019
ATTENTION: JAMES WlTl'
CITY MANAGER
With a copy thereof addressed and del/v4
follows:
(3)
PETER O. SMITH, ESq.
NICHOLS, JACKSON, DILLARD,
I"IA~3ER /h SMITH, L.L.P.
1800 LINCOLN PLAZA
500 NORTH AKARD STREET
DALLAS, TEXAS 75201
Notice to the Owner shall be addresse
delivered as follows:
BRAZES BELTLINE DEVELOPMENT, INC.
C/O BRAzes RIVER LEASING, L.P.
2911 TURTLE CREEK BOULEVARD - SUF
ATTENTION: GREGORY C. GREENE
PRESIDENT
With & copy thereof addressed and delive
follows:
ROBERT R. VI/ACH, JR., ESQ.
LOCKE PURNELL RAIN HARRELL
2200 ROSS AVENUE - SUITE 2200
DALLAS, TEXAS 75201
DEVELOPMENT AGREEMENT - Parle 10 of J~43 Pases ~,
+972 $04 3875;#14
ed to be 8iven
deemed to be
to whom the
dress of that
e appropriale
at any other
,Lice delivered
:d and'
red as
d and
1240
red as
SENT, BY:Xerox TelecopJ, er 7020 ; 1-24-97. ;11:53AM
KASMIR & KRAGE~
With a copy thereof addressed and dellve
follow s:
MIKE HERMAN, C.P.A.
VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
VARI- LITE, INC.
201 REOAL l~OW
DALLAS, TEXAS 75247
With a copy thereof ~ddressed and delive
follows:
BRUCE R. HELLER
VICE PRESIDENT
DIRECTOR OF PROJECT SERVICES
THE FULT~ COMPANIES
9400 NORTH CENTRAL EXPRIESSWAY
5TH FLOOR
DALLAS, TEXAS 75231
With a copy thereof axidreased and delive
follows:
CYRIL D. KASMIR, ESQ.
KASMIR dh KRAGE, L.L.P.
il001 BRYAN TOWER - SUITE 2700
D~3.,LAS, TEXAS 75201-3059
Rejection or other refusal to accept or the inabili
because of chan~ed address of which no notice was actu
shall be deemed to be receipt of the notice.
(28) PLACE. OF-'P~IRFORMANCE AND VENUE.
obligations and responsibilities of the Parties under this
A~reement shall be and are performable in Dallas County,
Parties consent and seres that venue of any action brouF~.
+972 304 3673;#15
,r~d as
,~d as
~ to deliver
ally received
The duties,
Development
Texas. The
.t in state or
federal court under this Development ASp-cement shall ~e in Dallas
County, Texas. J
(29) PARTIES BOUND. The terms, provisions an~ aEreements
that are contained in this Development AEreement shall [apply to, be
binding upon and inure to the benefit of {:he Parties and th,
legal representatives, successors and assigns (when pe,,~itte
(30) ATTORNEYS' FEES. In the event that either
breaches any term, provision or a~reement that is cont
Development Agreernent and the Parties become involved
DEVELOPMENT AGREEMENT - Page 11 of 1444 Palies
;ir respective
d).
,f the Parties
J~ed Ln this
in litii~ation
SENT, BY:X~rox Teleco~ier ?020 ; 1-24-97 ;11:S&AM
KASMIR & KRAGE~
IN WITNESS WHEREOF, BRAZOS BELTLINE DE~
+9?2 304 3673;#17
~ELOPMENT,
INC., the Owner, has executed this Development A~reemer.
day of ..... jJ~4=2~.
STATE OF TEXAS
COUNTY OF DALLAS
BRAZOS BELTLINE
DEVELOPMENT, INC
OWNER
,t on this the
lic in and for
Morton, the'
)n, known to
rib~d to the
me .that the
a municipal
une and that
purpose and
stated.
his the __
BY:
OREOORY C. OREE qE
PRESIDENT
BEFORE ME, the undersi&ned authority, a Notary Put
'the State of Texas, on this day personally appeared Tom
Mayor of the City of Coppell, Texas, a municipal corporati,
me to be the person and officer whose name is sub~c
foregoing Development A~reement and acknowledged to
same was the act of the said City of Coppell, Text,
corporation, that he was duly authorized to perform the si
he executed the same as the act of said City for the
consideration therein expressed and in the capacity therein
GIVEN UNDER MY HAND AND SEAL OF OFFICE t
day of
My Commission Expires:
NOTARY PUBLIC STA~
D]~VELOPMENT AGREEMENT - Page 13 of J~4-~ Pages
E OF TEXAS
SENT BY:Xerox Telecopier 7020
1-24-97 :11:53AM ; KASM[R & KRAGE"
with regard to the breach of this Development A~reement,
Part~ shall be ant/fled to be pa/d its reasonable atWmeys fez
(31) ]~) THIRD PARTY BENEFICIARIES. The' o~y b
~is Development A~ement ~e ~e P~es ~d ~eir
representatives, s~cceeeora ~d assize {when ~.
Pa~ies intends W create, or will c~a~. any ~ird p~
~i~ De~lopment A~ement,
(32) ~TES OF PERFORMANCE, In ~e event
of any ps.od, any d~te of pe~o~ce o~ ~y dead.ne ~t
~is Development A~eement falls on ~ S~day,
le~ holiday or fcder~ le~ holiday, ~en ~e da~ or de
case may be, sh~ be extended ~ ~e next foHo~nE day
Saturday, S~day, State of T~e le~ ho~day or feder~
IN WITNESS WHEREOF, ~e CI~ OF cOpPELL.
under the au~0~W of its ~ovemin~ body, h~s ~ecuted
A~reement on ~is the day of ... , ~~.
ATTEST:
/
I.,IND~
CI7 SECRI~-TARY
APPROVED AS TO FORM:
PETER O. SMITH
CITY ATTORNEY
CITY OF COPPELL, TF.J
+972 304 3673;#16
me pr~v~ilin8
eneflci~ies of
spective legal
~either of ~e
:neflci~e~ of
~e ~ d~~
io set fo~ ~~
t~te of Texas{
~S, ac~g
Development
BY:
TOM MO Rq'ON
MAYOR
DEV~[~OPMENT AOREEMENT - Page 12 of 1~. !~ Pages
CDK-v~3 \ 18'~'~- 01 / 24 / 97 -09: 49
SENT BY:Xerox TelecoPier ?020 ;
STATE OF TEXAS
COUN~I'Y OF DA~L,LAS
1-24-97 ;11:54AM ; KASMIR & KRAGE~
§
§
§
]~EFORE ME, the undersigned authority, a Notary Pul
the State of Texas, on this day personally appeared Ore,o:
~e ~csidcnt of ~s Bel~e D~elopment, Inc., & Te~a
~own ~o me ~o ~ ~e p~son ~d o~cer ~hose n~e is
~ fore~oin~ D~elopment A~mcnt ~d ac~owledged Z(
same was ~e act of ~e s~d Bras ~l~e Development,
co--ration, ~d ~at he ex~u~d ~e sine as ~o act of o~,
for the p~o~ and consideration ~ere~ ~prea~d ~d ~
~ercin s~ted.
day of ,
My Commission E~pires:
UPON RECORDATION RETURN TO:
CYRIL D. KASMIR, ESQ.
KASMIR & KRAGE, L.L.P.
~2001 E~RYAN TOWER - SUITE 2700
DALI, S, TEXAS 75201-3059
NOTARY PUBLIC STAT
)l/c /n and for
~' C. O~eene,
4 corporation
the capacity
thc
D~VELOPMENT Ai3REEMENT - Page 14 of J~4-1-~ Pages
CDK-'gt;rm3 \ 18~-O l_ / 24 / ~T
~ OF TF_DCAS
+9?2 304 3573;#18
SENT BY:Xerox Telecop£er ?020 ; 1-24-97 ;11:55AM ;
KASMI'R & KRAGE~
AB'D BRA~,O8 BBL'T'IAB'B DB'IIBLOPMBH"I',
~ - LEGAL DESCRII:~TION
~ - MAP OF THE PROPERTY
~[~[~z[~_.~ - MAP OF THE DRAINAGE CHANNEL
EXHIBITS T(~) THE DEVELOPMENT,AGREEMENT
BY A.N.D BETWEEN. THE CITY OF COPP~LL. TEXAS
AND BRAZOS BELTLINE DEVELOI~MENT. INC. - l~age Solo
+9?2 304 3673;#19
SENT BY:Xerox Telecopier ?020 ; 1-24-97
of "T~ct 1" ets described by Deed~ to MCDLF He.IN. COMPS,
~co~ed ~ Volume 90150, P~ 1511 of ~e ~ ~o~o, D~e
Co~. T~ ~d be~ mo~ ~c~ de~d ~ fo~:
/
B~INNINO at a ~" fo~d ~on ~ for ~e ~mr~cfion of ~p West ~ne of
Belt Line Ro~ (a v~abl. ~d~ ~t-of-~) ~d ~o No~ ~e of
~oho~ D~ve(a 90 f~t ~t-of-~ at ~a ~t), a de~i~ a~et
in NoFthlmke 635 Business PaFk, ~tn Addition to the Cit~ of ¢
etccoz~iing to the pl~t Fecorded in Volume 85056, Prose
Records, Dedlet8 Celerity. Tex~8;
THB~NCE with the North, Northmst ~nd ]East lines of u
Drive the following:
NoFth 89 desFees 30 minutes 00 seconds West, 185.3~
found iron rod ~ ~weH ~d Po~H cap (~" fo~d
cap) for ~e ~t of ~a~ of ~ c~ c~e ~ ~
A cen~ ~e of 12 de--es 50 m~u~n 19 ~econdn
of 300.00 feet;
With sa/d ct~e in et Westerly direction an arc diets
feet to et ~" found iron rod with c~p for the point of ~
~tre of a circular curve to the right having et centre
de~rees 50 rn/nutee 19 seconds and et radius of 300.0~
With s-id curve in a Westerly d/rection an arc dist~
feet to et ~" iron rod with cetp for the point of tan~enc
Dr~ve et 60 foot right-of-way at this point);
Ol:rpeil, Texm~
3358, Deed
id L~keahoFe
~ feet to a ~'*
iron rod with
ze left havtn8
and et retdius
nee of 67.22
feet;
.ce of 67.22
y (l, edceshoFe
+972 304 3673;~20
North 89 degrees 30 minutes O0 ~econde West, 388.27_feet to a ~"
iron rod with cap for tl~e point of c~rvat~ro of et circUl~ curve to
the ri~t having et central an~le of 52 de,tees 53 ~.ute8 07 sec-
ends amd a Fadiue of 320.00 feet;
With said curve in a Northwesterly direction an ar~
295.37 feet to et ~# found iron rod with cap for
tem~ncy;
NorOt 36 de~rees 36 minutes 53 seconds .V~est. 398.4~.
fo~tnd iron rod wi~h cap for the point of curvarur~
cur~e to ~e ~t ha~ a cen~ ~e of 37 d=~l
53 s~ondo ~d a ~ius of 320.00 feet;
With said curve in et Northerly clirect~on an arc dtot~c
feet to et ~" iron rod with cetp for the point of tansency;
North 00 degrees 30 minutes 00 seconds East, 5~. 1~
set iron rod with yellow plastic cap stamped Halff A,
(Set /ton rod with cetp) for a corner at the intersectio~
line of Lakeshore Drive and a line $ foot North of a~
the North 1/ne of et 50 foot open Channel Dra/na~e
dedicetted easement in ea/d Northlake 535 ~ueiness l~
EXHIBIT A - LEGAL DES~I~IPTION - Pet~e 1 of 2 Pa~es
CDK-~\ 1483- t
: distance of
the point of
feet to a ~"
~f a c~
ce of 207.29
Feet to a ~a"
aociates Inc.
of said Eetst
d parallel to
Eetsement, a
L/07/95-01:55 PM
SENT BY:Xerox Telecopier 7020 ; 1-24-97 ;11:55AM ;
KA6MZR & KRAGE-
THENCE departing said Rut line and wihh said par
following:
set iron rod with cap for the point of curva~tr~ of cir
the left, havir~
onds ~d a radius of 470.00 feet;
Wi~d~ said curv~ in an l~m~r~y dir~0tion, an arc diem
fat ~o a ~" set iron rod with cap for idle point of r~ve
of a circular curve to the Right, hmvin~ a centr~
de,tees 17 mlnt~tes 51 ~conds and a r~xtius of 530.0
With ~id c~u've in an ~t~rly dtr~ldon, an arc diem
f~et ~o a ~" ~et iron rod with ca, p for the point of l~n~
South 89 de~r~ee 30 rninut~e 00 seconds F.~t,
point for a comer at ~. ~r~n of s~d ~1
~d west ~ne of B.lt L~e ~ad, whi~ ~m No~
~u2s 00 .conds ~st, a die--ce of 30.00
i~n ~d ~ cap at ~e ~r~c~on of ~e cen~r
f~t easement ~d ~e s~d West ~e of Belt ~e
THI~NC~- 8out~. 00 de,tees 30 minutes 00 seconds West,
with the said West l/ne of Belt Line Road, to a ~x~- set iron
a comer;
THENCIg 8outh 10 de~rees 48 minutes 36 seconds l~a~t 56
the said West line of Belt Line Road, to the PLACB~ OF BE(
contsdnin~ 1,430,213 ~quare feet or 32.8332 acres of land,
EXHIBIT A = LEOAL DESCRIPTION - Pa~e Il of 2 Pqes
+9?2 304 3673;#21
nllel line the
~.1 feet to a ~"
~lar ct~rve to
_~utes 51 sec-
nce of 223.9:2
an~le of 27
feet;
nce of 25~2.51
L37 feet to &
Use and the
lO de,tees 30
Fora a ~" ~et
~e of ma/d 50
1235.26 feet,
with cap for
~INNINO and
· ,~or~ or lees.
, SEN~ BY:Xerox TelecoDier 7020 ; 1-2~-97 ;11:57AM ;
KASM[R & KRAOE~
+972 304 36?3;#22
!
EXH~BZT B -- ~ OF THE PROPEXTY -- Pm~ So~o
c~--'~'~-/2s~
SENT BY:Xe~0x Telecopier ?020 ; 1-24-g? ;11:57AM ;
KA~M[R & KRAGE"
--'--BIII~,,~,~ L,~l'~J''R CiTY Oil COPPB'LI. ~
-q, OAD -- CiTy OF OAl.'"~--il ...............
{VAR/A~L.[ WlOrH ~O,W.).
EXHZBZT C - MAP OF THE DltAZNAGE CHANNEL - PaS® SoLo
+972 304 36?3;#23