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Vistas of C 1stP-AG 960423CITY 'COUNCIL AGENDA REQUEST FORM ITEM CAPTION: MEETING: April 23, 1996 ITEM Consideration of approving a Water Line Development Agreement, a Sanitary Sewer Impact Fee Credit Agreement and an Alternative Drainage Improvement Agreement between the City of Coppell and Vista Partners and authorizing the City Manager to sign. TITLE: ~C--~y~--anag~r/City Engineer APPRO / n CiTY COU¥Ci L/~ DATE _ ~/~/ INITIALS STAFF COMMENTS: See attached memo. STAFF RECOMMENDATION EXPLANATION: Approval X Denial Staff will be available to answer any questions at the Council meeting. BUDGET AMT. $ FINANCIAL COMMENTS: ~/~ FINANCIAL REVIEW Agenda Request Form - Revised 1/94 AMT. EST.$ +/- BUD:$ CITY MANAGER REVIEW: Document Name eng.01 MEMORANDUM To: Mayor and City Council From: Kenneth M. Griffin, P.E., ACM/City Engineer Consideration of approving a Water Line Development Agreement, a Sanitary Sewer Impact Fee Credit Agreement between the City of Coppell and Vista Partners and authorizing the City Manager to sign. Date: March 18, 1996 On May 9, 1995, Council approved an agenda item authorizing staff to negotiate a drainage contract with Vista Partners that allowed for a $10,000 up front payment and an additional credit to the Roadway Impact Fee of $115,000. During the course of our discussions, we have negotiated to an amount of $10,000 up front and $145,000 in credits. Even with these credits, the City should still realize a savings of over $200,000. The agreement entitled "Agreement for the Acquisition of Alternative Drainage Improvements" is the agreement prepared that would satisfy those two items that Council has previously agreed upon. As a reminder, the basis of the agreement was the ability of the City to reroute water to a drainage system that Vista had built through their property located north of Denton Creek at a time when the property was considered to be within the City of Lewisville. By allowing the City to discharge into that system, there ends up being a savings in excess of the amount offered as credit to Vista to the overall project that includes the construction of Denton Tap Road from Parkway Blvd. north to the north city limits. The second agreement entitled "Agreement for Sanitary Sewer Impact Fee Credit" is an agreement whereby Vista is requesting reimbursement for the oversizing of various lines within their property as authorized by the Subdivision Ordinance. The Subdivision Ordinance allows an oversizing reimbursement for anything over 12" in diameter. Vista is requesting that oversize reimbursement for the 18" sanitary sewer being constructed that would service not only their property but also the property referred to as Magnolia Park and the area west of Magnolia Park all the way to S.H. 121. The approximate amount of the oversizing reimbursement requested by Vista is $75,150. In lieu of a check being processed to Vista, Vista is agreeable to take that credit as an offset to their sewer impact fees at such time as the property develops. The third agreement entitled "Water Line Development Agreement" is a request by Vista to be reimbursed for the construction of a 12" water line adjacent to and on the south side of S.H. 121 running from Denton Tap eastward all the way to MacArthur Blvd. The approximate cost of the reimbursement is $304,200. The reason behind this request is that the 12" water line was used in the calculations of our Impact Fee Schedule for Water Systems. Our Impact Fee Ordinance states that they can get credit for the construction of that line as long as the credit does not exceed the dollar amount used in the study for the anticipated cost. The $304,200 is the dollar amount allocated to this section of the water line, based on the estimated costs in the Water Impact Fee Study. Once this line is in the City water system, we will be connecting the 12" water line currently under construction along North Denton Tap Road to it. We will then begin seeking ways to construct the missing link south from S.H. 121 along MacArthur Blvd. to the Peninsulas of Coppell. Once this line is in the water system, it will provide dual feeds to the north side of Coppell and should increase volumes and pressures along the northern edge of Coppell. All three agreements have had extensive legal review by an attorney for Vista Partners and by Peter Smith. It is my opinion that by signing the drainage agreement the City is gaining an alternative way to discharge water, thereby, potentially saving a substantial amount of dollars in the construction of North Denton Tap Road; 2) by approving the water agreement the City is gaining a valuable link in the water system for the north side of Coppell; and 3) by approving the sewer agreement the City is basically complying with its Subdivision Ordinance. Staff recommends approval of all three agreements and recommends that the City Manager sign all three agreements. Staff will be available to answer any questions at the Council meeting. 5950 Berkshire Lane Suite 400 Dallas, Texas 75225 (214) 360-1500 PROPERTIES, INC. May 1, 1996 Mr. Ken Griffin Assistant City Manager City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 Re' Water, Sanitary Sewer and Drainage Development Agreements (the "Development Agreements") between the City of Coppell (the "City") and Vista Partners ("Vista") Dear Ken: Enclosed are two fully-executed copies of the Development Agreements between the City and Vista. Over the next several weeks I will be working on the conveyance of the Water, Sanitary Sewer and Drainage improvements to the City. Ken, I really appreciate your effort in finalizing these Development Agreements. We will actively keep you informed of our progress. Sincerely, Dennis K. Winzeler Enclosures cc: Dwight A. Shupe (w/encl.) Bill Anderson (w/encl.) DEVELOPMENT AGREEMENT FOR SANITARY SEWER IMPROVEMENTS This Agreement for Sanitary Sewer Impact Fee Credit (the "~") is executed between VISTA PARTNERS, a Nevada general partnership ("Vista") and the CITY OF COPPELL, TEXAS, a municipal corporation (the "Ci _ty") to be effective the __ day of April, 1996. WHEREAS, the City has approved an Impact Fee Capital Improvements Plan (the "Capital Improvements Plan") to provide sanitary sewer improvements to serve the City; and WHEREAS, the Capital Improvements Plan includes sanitary sewer lines capable of serving areas of the City west of MacArthur Boulevard and west of Denton Tap Road on both sides of the State Highway 121 Bypass (the "121 Bypass"); and WHEREAS, Vista has constructed or caused to be constructed the sewer lines (the "FaT, i~.~lg_Lia~") described on Exhibit A attached to and made a part of this Agreement; and WHEREAS, Vista will construct or cause to be constructed the new sewer lines (the "New Lines") described on Exhibit B attached to and made a part of this Agreement; and WHEREAS, the Existing Lines and the New Lines are part of the sanitary sewer system described by the Capital Improvements Plan; and WHEREAS, the City desires to acquire title to the above-described lines, and Vista is willing to convey such lines to the City, upon the conditions hereinafter set forth; and WHEREAS, Vista owns certain real property (the "Vista Property_") more particularly described on Exhibit C attached to and made a part of this Agreement; and WHEREAS, in consideration for the conveyance of the above-described lines to the City, Vista desires (and the City is willing to approve) a sanitary sewer impact fee credit for the benefit of the Vista Property. NOW THEREFORE, for and in consideration of the mutual obligations set forth herein, Vista and the City agree as follows: 1. The City acknowledges and agrees that the Existing Lines and New Lines are improvements included in the Capital Improvements Plan and that, upon conveyance of such lines to the City, Vista shall immediately and automatically be entitled to a credit against the City's Water/Wastewater Impact Fees to be assessed against the Vista Property (as such fees are defined and calculated pursuant to the City's Impact Fee Ordinance No. 915331, adopted November 12, 1991, as amended by City Ordinance No. 95685, adopted January 10, 1995) in the 07095.0207:0138547.08 Development Agreement for Sanitary Sewer Improvements Final Execution 4-18-96 Page I amount of $75,150.00, which credits shall be a personal property right of Vista (the "Credits"). The Credits represent the difference in the cost of the oversized mains and the 12 inch diameter mains required by the City. 2. The City further acknowledges and agrees that the Credits (a) shall continue until they are exhausted and may be assigned by Vista, in its discretion, in whole or in part, to any successor owner or owners of the Vista Property without the approval of (but with 15 days prior written notice to) the City. Such written notice to the City shall (a) identify the assignee, (b) identify the amount of the Credits being assigned, (c) identify the real property for which such Credits may be used by the assignee, and (d) shall include an unconditional, express waiver and release by the assignee (signed by the assignee in recordable form) of any and all claims (whether then existing or thereafter arising) by the assignee against the City (or any of the City's officers, employees, agents, or representatives) for additional Water/Wastewater Impact Fees credits pursuant to, or arising under, or directly or indirectly related to this Agreement or to any of the rights given to Vista under this Agreement. Upon written request of Vista, the City agrees to promptly execute such further instruments or documents as Vista may reasonably request to evidence the City's acknowledgment of such assignment(s). If for any reason the Credits are not fully used by Vista or its assignees, the City shall have no liability or obligation to refund, reimburse, or otherwise compensate Vista or any of its assignees for all or any part of such unused Credits. 3. Vista's conveyance of the Existing Lines shall be by quitclaim deed; provided, however, Vista shall provide evidence that the City of Lewisville has quitclaimed any title to the Existing Lines. Vi sta's conveyance of the New Lines shall be in accordance with standard City policy. In addition, Vista shall provide, or cause to be provided, copies of engineering drawings for the Existing Lines that are within the possession or control of Vista. 4. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and cannot be amended without the written consent of both the City and Vista. 5. In the event of any breach of this Agreement by either party, the sole and exclusive remedy of the aggrieved party shall be to enforce specific performance of this Agreement. 6. Any notice or other communication required or contemplated by or given under this Agreement shall be in writing and shall be given by certified mail return receipt requested (with a copy sent promptly by facsimile) as follows: IF TO VISTA: Vista Partners: Attn. Dennis K. Winzeler 5950 Berkshire Lane, Suite 400 Dallas, Texas 75225 Phone: 214/360-1526 Fax: 214/360-1507 07095.0207:0138547.08 Development Agreement for Sanitary Sewer Improvements Final Execution 4-18-96 Page 2 with a copy to Vista Partners: Attn. F. Charles Emery. II 5950 Berkshire Lane, Suite 400 Dallas, Texas 75225 Phone: 214/360-1517 Fax: 214/360-1514 IF TO CITY: The City of Coppell, Texas Attn: City Manager P.O. Box 478 Coppell, Texas 75019 Phone: 214/304-3664 Fax: 214/304-3673 7. Notwithstanding the right of Vista to assign the Credits as provided above, Vista shall not have the right to assign this Agreement without the prior written consent of the City. 8. This Agreement shall be governed by the laws of the State of Texas, and venue for any action pursuant to this Agreement shall be Dallas County, Texas. EXECUTED to be effective as of the date first shown above. VISTA PARTNERS, a Nevada general partnership By: Vista Mortgage & Realty, Inc., its general partner '~rles E~ery H/ Executive Vice President ~ Date: ~/ /~ ~-;/,~ ~ ' THE CITY/~//O?SELL, TEXAS Title: City/)elanager Date: // '~c~-~, ~'-9'~- 07095.0207:0138547.08 Development Agreement for Sanitary Sewer Improvements Final Execution 4-18-96 Page 3 I",, .-! T X ii il ].llll:l .{ll~ ir X UJ OVOEI dVJ. NO£N30 DEVELOPMENT AGREEMENT FOR DRAINAGE IMPROVEMENTS This Development Agreement for Drainage Improvements (the "Agreement") is executed between VISTA PARTNERS, a Nevada general partnership ("Vista") and the CITY OF COPPELL, TEXAS, a municipal corporation (the "City.") to be effective the __ day of April, 1996. WHEREAS, the City has undertaken to construct major capital improvements (including drainage improvements) in connection with the widening of Denton Tap Road (the "Road Pro_iect"), which Road Project is for the benefit of the City and the Texas Department of Transportation ("TXDOT"); and WHEREAS, in connection with the Road Project the City must construct substantial drainage improvements (the "Proposed Roadway Drainage Improvements") necessary to accommodate drainage within the affected watershed, including drainage resulting from highway improvements to be constructed by TXDOT as well as other improvements necessary for the safe and orderly development of certain real property within the City that is located in and around the intersection of Denton Tap Road and the State Highway 121 By-Pass; and WHEREAS, because of the high cost of the Proposed Roadway Drainage Improvements (approximately $600,000), the City has investigated the feasibility of acquiring less expensive alternative drainage improvements that will provide adequate drainage for the Road Project; and WHEREAS, Vista owns certain real property (the "Vista Property") more particularly described on Exhibit "A", Sheet 1 attached hereto, which property contains existing drainage improvements more particularly described on Exhibit "A', Sheet 2 (the "Existing Improvements") that have excess capacity capable of providing adequate alternative drainage for the Road Project (which excess capacity shall hereinafter be referred to as the "Alternative Roadway Drainage Improvements"); and WHEREAS, the Denton County Road Utility District (the "RUD") has certain rights in and to the Existing Improvements; and WHEREAS, Vista, as the majority owner of real property within the RUD, is willing to assist the City (for the mutual benefit of the City and TXDOT) in obtaining the Alternative Roadway Drainage Improvements; and WHEREAS, the Alternative Roadway Drainage Improvements and Roadway Drainage Easement constitute roadway facilities (or right-of-way necessary therefore) identified in the City's Impact Fee Capital Improvements Plan for Roadway Facilities. 07095.0207:0138628.11 Development Agreement for Drainage Improvements Final Execution 4/18/96 NOW THEREFORE, for and in consideration of the mutual obligations set forth herein, Vista and the City agree as follows: 1. Vista agrees to use all reasonable efforts to convey, or cause to be conveyed, to the City the Alternative Roadway Drainage Improvements (the capacity of which shall not to exceed 400 cubic feet per second) to accommodate drainage within the affected watershed from the TXDOT highway improvements and from other property within the City that is generally located east of Denton Tap Road and north of the Highway 121 By-Pass. As partial consideration for such conveyance, the City agrees to maintain and repair the Existing Improvements. 2. Vista agrees to convey, or cause to be conveyed, the Alternative Roadway Drainage Improvements by quitclaim deed. In addition, Vista will provide, or cause to be provided, copies of engineering drawings for the Existing Improvements that are within the possession or control of Vista. 3. The City agrees that upon the written request of Vista, the City will immediately discontinue its use, if any, of the temporary drainage ditch located on the Vista Property for any drainage purposes (which use has been conducted with the permission of Vista pursuant to a license from Vista and without the City having any real property interest in the Vista Property). Furthermore, if requested by Vista, the City will execute such further instruments or documents (in recordable form) evidencing that the City has no right, title or interest in the temporary drainage ditch located on the Vista Property for any drainage (other than the Alternative Roadway Drainage Improvements). 4. The City agrees that the Road Project will be designed and constructed to accommodate drainage from Vista's property located east of Denton Tap Road, which property is more particularly described on Exhibit "B" attached hereto (the "Benefited Property_"). Since the City does not currently impose drainage fees, the City further agrees that the Benefited Property can benefit from and utilize the Road Project (including all drainage facilities associated therewith) without the imposition or assessment (whether now or in the future) of a drainage fee upon the Benefited Property, upon Vista, or upon any successor owner or owners of the Benefited Property in connection with such drainage improvements. Notwithstanding the foregoing, however, the Benefited Property shall continue to be subject to the City's Roadway Impact Fees (as described below) and any other lawful assessments or charges (subject to the provisions of this paragraph 4). 5. Subject to the provisions of this paragraph 5, as consideration for the City's acquisition of the Alternative Roadway Drainage Improvements, the City agrees that Vista shall immediately and automatically be entitled to a credit against the City's Roadway Impact Fees to be assessed against the Vista Property (as such fees are defined and calculated pursuant to the City's Impact Fee Ordinance No. 915331, adopted November 12, 1991, as amended by City Ordinance No. 95685, adopted January 10, 1995) in the amount of $145,000.00, which credits shall be a personal property right of Vista (the "Credits"). The Credits shall continue until they are exhausted and may be assigned by Vista (in its discretion), in whole or in part, to any successor owner or owners of the Vista Property without the approval of (but with 15 days prior written 07095.0207:0138628. I 1 Development Agreement for Drainage Improvements FinalExeeution 4/18/96 notice to) the City. Such written notice to the City shall (a) identify the assignee, (b) identify the amount of the Credits being assigned, (c) identify the real property for which such Credits may be used by the assignee, and (d) shall include an unconditional, express waiver and release by the assignee (signed by the assignee in recordable form) of any and all claims (whether then existing or thereafter arising) by the assignee against the City (or any of the City's officers, employees, agents, or representatives) for additional Roadway Impact Fees credits pursuant to, or arising under, or directly or indirectly related to this Agreement or to any of the rights given to Vista under this Agreement. Upon written request of Vista, the City agrees to promptly execute such further instruments or documents as Vista may reasonable request to evidence the City's acknowledgment of any such assignment. If for any reason the Credits are not fully used by Vista or its assignees, the City shall have no liability or obligation to refund, reimburse, or otherwise compensate Vista or any of its assignees for all or any part of such unused Credits. 6. When the City has acquired the Altemative Roadway Drainage Improvements, the City shall pay Vista additional consideration of $10,000.00. 7. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and cannot be amended without the written consent of both the City and Vista. 8. In the event of any breach of this Agreement by either party, the sole and exclusive remedy of the aggrieved party shall be to enforce specific performance of this Agreement. 9. Any notice or other communication required or contemplated by or given under this Agreement shall be in writing and shall be given by certified mail return receipt requested (with a copy sent immediately by facsimile) as follows: IF TO VISTA: Vista Partners: Attn: Dennis K. Winzeler 5950 Berkshire Lane, Suite 400 Dallas, Texas 75225 Phone: 214/360-1526 Fax: 214/360-1507 with a copy to: Vista Partners: Attn: F. Charles Emery_ II 5950 Berkshire Lane, Suite 400 Dallas, Texas 75225 Phone: 214/360-1517 Fax: 214/360-1514 IF TO CITY: The City of Coppell, Texas Attn: City Manager P.O. Box 478 Coppell, Texas 75019 Phone: 214/304-3664 Fax: 214/304-3673 07095.0207:0138628.11 Development Agreement for Drainage Improvements Final Execution 4/18/96 10. Notwithstanding the right of Vista to assign the Credits as provided above, Vista shall not have the right to assign this Agreement without the prior written consent of the City. 11. This Agreement shall be governed by the laws of the State of Texas, and venue for any action pursuant to this Agreement shall be Dallas, County, Texas. EXECUTED to be effective as of the date first shown above. VISTA PARTNERS, a Nevada general partnership By: Vista Mortgage & Realty, Inc., its general partner Executive Vice President Date: THE CI~O~PELL, TEXAS By: )~.,z// Jim Witt Title: ~ity Manager Date7 ~3/?' 'fi'~ 07095.0207:0138628.11 Development Agrecment for Drainage lmprovements FinalExecution 4/18/96 OVO~l ) / dVJ. NO£Nga EXHIBIT "A" Sheet 2 SCALE: 1" = 200' 20.00' D.E.-- 705':!: ~ ~ ABST-1402 .~ 6 ABST- oz ~ '~ VISTA RIDGE ~ ' BLOCK G, LOT 1 ~ ' VISTA PARTNERS mS C.C. ~95R0066535 h CAB. F, PG. 271 ,/./'/ $$%$ DENTON COUN~ ' o~ C LE~E DISTRICT [ ~ ~ ~rter,,Burge~ ~. ~ 75247-~61 T~ESg DOCU~TS ~ NOT ~NDED FOR USE ~ DgPINED UND~ S~CTI0~ 2 0~ T~ PROF~SSIO~A1. ~D S~~G P~t'ICES ACT, ~CL~ 528~C V,T.C.S. (revised). F:\ J[]B\SLD\952. O25Q1;.XGRA\OBSF. XO21,DWG DESCRIPTION OF VISTA'S "BENEFITED PROPERTy" SCALE: 1" 400' BLK D, LOT _____...---/ BLK D, LOT 2 \%\ I SPUR 553 CLC. "too~'%-r ~HmVTT ~l~b'~- t40Z 'l BLOCK G, LOT Carter--, Burgess ~o.~ ond ~ ~vi~int CARTER & BURGESS, INC. ~S, ~ 75247~961 THESE DOCUMENTS ARE NOT INTENDED FOR USE AS DEFINED UNDER SECTION 2 OF THE PROFESSIONAL LAND SURVEYING PRACTICES ACT, ARTICLE 5Z82C V.T.C.S. (revised). F:\ JO B\SL D\95 202501 \GRAXO25EXO22.D %/6 DEVELOPMENT AGREEMENT FOR WATER IMPROVEMENTS This Water Line Development Agreement (the "Agreement") is executed between VISTA PARTNERS, a Nevada general partnership ("Vista") and the CITY OF COPPELL, TEXAS, a municipal corporation (the "City_") to be effective the __ day of April, 1996. WHEREAS, the City has approved an Impact Fee Capital Improvements Plan (the "Ca_nital Improvements Plan") to provide water improvements to serve the City; and WHEREAS, the Capital Improvements Plan includes a water system capable of serving areas of the City west of MacArthur Boulevard and west of Denton Tap Road on both sides of the State Highway 121 Bypass (the "121 Bypass"); and WHEREAS, Vista has constructed or caused to be constructed a 12 inch water line located within the right of way of the 121 Bypass from approximately MacArthur Boulevard to Denton Tap Road (the "12 Inch Water Line"), which 12 Inch Water Line is described on Exhibit A attached to and made a part of this Agreement; and WHEREAS, the 12 Inch Water Line is part of the water system described by the Capital Improvements Plan; and WHEREAS, the City desires to acquire title to the 12 Inch Water Line, and Vista is willing to convey the 12 Inch Water Line to the City, upon the conditions hereinafter set forth; and WHEREAS, Vista owns certain real property (the "Vista Property_") more particularly described on Exhibit B attached to and made a part of this Agreement; and WHEREAS, in consideration for the conveyance of the 12 Inch Water Line to the City, Vista desires a water impact fee credit (and the City desires to approve) for the benefit of the Vista Property. NOW THEREFORE, for and in consideration of the mutual obligations set forth herein, Vista and the City agree as follows: 1. Subject to the conditions of paragraph 3 below, the City acknowledges and agrees that the 12 Inch Water Line is an "area-related improvement" included in the Capital Improvements Plan and that, upon conveyance of the 12 Inch Water Line to the City, Vista shall immediately and automatically be entitled to a credit against the City's Water/Wastewater Impact Fees to be assessed against the Vista Property (as such fees are defined and calculated pursuant to the City's Impact Fee Ordinance No. 915331, adopted November 12, 1991, as amended by City Ordinance No. 95685, adopted January 10, 1995) in the amount of $304,200.00, which credits shall be a personal property right of Vista (the "Credits"). 07095.0207:0061686.13 Development Agreement for Water Improvements Final Execution 4-18-96 Page I 2. The City further acknowledges and agrees that the Credits (a) shall continue until they are exhausted and may be assigned by Vista, in its discretion, in whole or in part, to any successor owner or owners of the Vista Property without the approval of (but with 15 days prior written notice to) the City. Such written notice to the City shall (a) identify the assignee, (b) identify the amount of the Credits being assigned, (c) identify the real property for which such Credits may be used by the assignee, and (d) shall include an unconditional, express waiver and release by the assignee (signed by the assignee in recordable form) of any and all claims (whether then existing or thereafter arising) by the assignee against the City (or any of the City's officers, employees, agents, or representatives) for additional Water/Wastewater Impact Fees credits pursuant to, or arising under, or directly or indirectly related to this Agreement or to any of the rights given to Vista under this Agreement. Upon written request of Vista, the City agrees to promptly execute such further instruments or documents as Vista may reasonably request to evidence the City's acknowledgment of such assignment(s). If for any reason the Credits are not fully used by Vista or its assignees, the City shall have no liability or obligation to reimburse or otherwise compensate Vista or any of its assignees for all or any part of such unused Credits. 3. Vista's conveyance of the 12 Inch Water Line shall be by quitclaim deed; provided, however, Vista shall provide evidence reasonably satisfactory to the City that the City of Lewisville has quitclaimed title to such water line. In addition, Vista shall provide, or cause to be provided, copies of engineering drawings for the 12 Inch Water Line that are within the possession or control of Vista. 4. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and cannot be amended without the written consent of both the City and Vista. 5. In the event of any breach of this Agreement by either party, the sole and exclusive remedy of the aggrieved party shall be to enforce specific performance of this Agreement. 6. Any notice or other communication required or contemplated by or given under this Agreement shall be in writing and shall be given by certified mail return receipt requested (with a copy sent promptly by facsimile) as follows: IF TO VISTA: with a copy to Vista Partners: Attn: Dennis K. Winzeler 5950 Berkshire Lane, Suite 400 Dallas, Texas 75225 Phone: 214/360-1526 Fax: 214/360-1507 Vista Partners: Attn: F. Charles Emery. II 5950 Berkshire Lane, Suite 400 Dallas, Texas 75225 Phone: 214/360-1517 Fax: 214/360-1514 07095.0207:0061686.13 Development Agreement for Water Improvements Final Execution 4-18-96 Page 2 IF TO CITY: The City of Coppell, Texas Attn: City Manager P.O. Box 478 Coppell, Texas 75019 Phone: 214/304-3664 Fax: 214/304-3673 7. Notwithstanding the right of Vista to assign the Credits as provided above, Vista shall not have the right to assign this Agreement without the prior written consent of the City. 8. This Agreement shall be governed by the laws of the State of Texas, and venue for any actin pursuant to this Agreement shall be Dallas County, Texas. EXECUTED to be effective as of the date first shown above. VISTA PARTNERS, a Nevada general partnership By: Vista Mortgage & Realty, Inc., its general partner F. Charles Emery II ~/ Executive Vi~e Presi~dent / THE CITY~y/~OPPELL, TEXAS By: Title: C~y~l~anager ~, Date: ! 07095.0207:0061686.13 Development Agreement for Water Improvements Final Execution 4-18-96 Page 3 ~.,~ i~.. . iii: I - -I- X W 0 n OV08 / d V/ NO~N~O