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Vista Ridge 1st P-CS 880909LEONARD MARSH HURT TERRY & BLINN A PROFESSIONAL CORPORATION A'I-I'ORNEY$ AT LAW 2001 BRYAN TOWER, SUITE '700 DALLAS, TEXAS 75201 (214) 954-6300 TELECOPY (214) 954.-6386 SUBJECT 0 ii- Item ~t MLSN73 Wheeler Group Inc lg82 FOLD AT (--) TO FIT DRAWING BOARD ENVELOPE # EW10P LMHT&B DRAFT 09/09/88 AGREE~ENT REGARDING ADDITION OF LAND TO DENTON COUNTY ROAD UTILITY DISTRICT NO. 1 AND OTHER -MATTERS W~E. REAS, the CITIES of LEWISVILLE, TEXAS and COPPELL, TEXAS (hereinafter "Lewisville" or "Coppell") have entered into certain agreements regarding the adjustment of their boundary lines; and WI{EREAS, certain land involved in the adjustment of the boundaries between the aforementioned cities is owned and is being developed by VISTA MORTGAGE & REALTY, INC. (hereinafter "Vista") and will be affected by the aforesaid change in city boundaries; and W~EREAS, DENTON COUNTY ROAD UTILITY DISTRICT NO. 1 (hereinafter "the RUD"), having been created by order of the STATE HIGHWAY AND PUBLIC TRANSPORTATION COMMISSION (hereinafter "the Commission"), has constructed or otherwise acquired, and will in the future continue to do so, certain road and drainage facilities in accordance with plans and specifications approved by the Commission; and W~EREAS, certain land within the present boundaries of the RUD will be affected by the aforesaid change in boundaries, and the parties hereto deem it appropriate and to the mutual benefit of all parties that certain other land be added to the RUD; NOW, THEREFORE, in order to smoothly effectuate the change in boundaries between the cities, Coppell, Lewisville, Vista, and the RUD agree as follows: I. ADDITION OF LAND INTO ~ RUD Vista agrees to petition the Board of Directors of the RUD to approve the addition into the RUD of certain land owned by AGREEMENT REGARDING ADDITION OF LAND PAGE 1 Vista and constituting a portion of that development project known as VISTA RIDGE (hereafter "Vista Ridge"); such land is described as Tract B and Tract C (hereinafter "the Vista Tracts") on Exhibit 1 attached hereto. Further, Vista agrees to assist and cooperate with MAGNOLIA INVESTMENTS, INC., the owner of certain land described as Tract A (hereinafter "the Magnolia Tract") on Exhibit 1, in the execution and filing of a similar petition by Magnolia Investments Inc., with respect to the Magnolia Tract. Coppell and Lewisville agree to cooperate in the addition into the RUD of the Vista Tracts and the Magnolia Tract, as well as land described as Tracts D, E, and F on said Exhibit 1. The RUD agrees that addition to the RUD of the said Tracts A, B, C, D, E and F will be to the advantage of the RUD. In the event one or more petitions to be added to the RUD are submitted by the owner or owners of one or more of the said Tracts, the RUD agrees to act expeditiously on such petition or petitions, subject to written consent of the Commission. II. BRIDGES Vista and Coppell agree to cooperate with each other and insure that the MacArthur Boulevard bridge and the Denton Tap Road bridge are both included in the RUD plan of development, are constructed over Denton Creek, and shall be built and financed by the RUD. The RUD agrees to include the construction of both of said bridges within the RUD development plan and, subject to approval by the Commission and by the STATE DEPARTMENT OF HIGHWAYS AND PUBLIC TRANSPORTATION (hereinafter "the Department"), to construct said bridges at no cost to Coppell or AGREEMENT REGARDING ADDITION OF LAND PAGE 2 Lewisville. Ail parties agree that the construction of both bridges should be completed at the earliest opportunity and, to the extent possible, at approximately the same time, contingent on Commission and Department approval and the availability of highway rights-of-way to be obtained pursuant to Sections III and IV of this Agreement. The architectural treatment of the MacArthur Boulevard bridge shall be in accordance with details shown on Exhibit 2 which constitute the standard treatment ascribed to other bridges within Vista Ridge. The architectural treatment of the Denton Tap Road bridge shall be in accordance with the details shown on Exhibit 3 so as to correspond with the details of a Denton Tap Road bridge being built to the south which is not a part of this Agreement. It is understood by all parties that both bridges over Denton Creek which are a part of this Agreement shall be constructed in accordance with the architectural treatment hereinabove mentioned and such other plans and specifications finally approved by the Department. III. MACARTHUR RIGHT-OF-WAYAND CONSTRUCTION Coppell agrees to secure such right-of-way, together with adjacent slope and drainage easements, as will be required for the construction of MacArthur Boulevard south of Denton Creek to the existing northern terminus of MacArthur Boulevard (hereinafter "the Right-of-Way"). The Right-of-Way shall be aligned in accordance with the plan currently approved by Coppell, a copy of which is attached hereto as Exhibit 4. The Right-of-Way includes Tracts A, B, C, and D, and adjacent easements, as shown on Exhibit 4. AGREEMENT REGARDING ADDITION OF LAND PAGE 3 That portion of the Right-of-Way within and adjacent to the said Tract D on Exhibit 4 shall be acquired by Coppell and shall be provided at no cost to Vista or to the RUD for construction of MacArthur Boulevard; upon acquisition of such portion of the Right-of-Way, Coppell agrees to waive all assessments for paving and drainage within the said Tract D. Coppell agrees to begin negotiations to purchase or in the alternative to condemn the portions of the Right-of-Way within and adjacent to Tracts A, B, and C on Exhibit 4 (herein- after "the Remaining Right-of-Way") as soon as this Agreement is executed. Vista agrees to pay the reasonable cost of purchasing the Remaining Right-of-Way. In the event the Remaining Right-of-Way cannot be purchased at a reasonable cost, Coppell shall undertake condemnation proceedings to acquire the Remaining Right-of-Way. In the event condemnation is necessary to acquire any portion of the Remaining Right-of-Way, Vista agrees to pay all costs associated with such condemnation proceeding, including but not limited to payment of the condemnation award, damages to the remainder, attorney's fees, and all costs incurred in connection with said award or judgment. In this regard, it is the intent of Vista and Coppell that Vista will hold Coppell harmless from any and all charges, costs, awards, judgments, or damages of any kind or character associated with the condemnation of the Remaining Right-of-Way. It is agreed that any such payment by Vista may be subject to reimbursement by the RUD, to the extent such reimbursement is permitted by law and approved by the Commission and Department, from the proceeds of bonds which AGREEMENT REGARDING ADDITION OF LAND PAGE 4 may be issued hereafter by the RUD. In this regard, Coppell agrees that the payments made by Vista may be reimbursed by the RUD if such reimbursement can be legally accomplished; however, such reimbursement will be a matter solely between Vista and the RUD and will not affect the obligation of Vista to pay such costs. In the event condemnation proceedings are required in connection with the Remaining Right-of-Way, Coppell may elect to hire outside counsel to conduct such condemnation proceedings, and the attorney's fees resulting from such action shall be a part of the cost which shall be paid by Vista. Vista shall, however, have the right to approve the attorneys to be used in connection therewith. Upon the acquisition of the Right-of-Way and the addition of the aforesaid Tract C of the Vista Tracts to the RUD, and contingent upon approval by the Commission and the Department, if required, the construction of MacArthur Boulevard in the Right-of-Way together with the drainage required incident to such construction, and construction of the MacArthur Boulevard bridge hereinabove mentioned, shall be expeditiously undertaken by Vista, or by the RUD if such project is located within the boundaries of the RUD. IV. DENTON TAP RIGHT-OF-WAY AND CONSTRUCTION Pending the addition of the Vista Tracts and the Magnolia Tract to the RUD, the RUD agrees to include within the RUD development plan the construction of Denton Tap Road: (i) from the northern limit of the Denton Tap Road improvement which is under construction by Coppell, said limit being AGREEMENT REGARDING ADDITION OF LAND PAGE 5 approximately three hundred twenty (320) feet south of Denton Creek, to Denton Creek (hereinafter "the Southern Segment") and (ii) from Denton Creek to the northern boundary of the RUD on Denton Tap Road which is marked as Point Z on Exhibit 1. Such construction plan and its alignment shall be in accordance with the master thoroughfare plan currently approved by Coppell. Coppell agrees that right-of-way required for construction of Denton Tap Road south of Denton Creek will be acquired by Coppell at no cost to Vista or the RUD. The RUD agrees that right-of-way required for construction of Denton Tap Road within the boundaries of the RUD will be acquired at no cost to Coppell. Coppell agrees to price construction of the Southern Segment as a change order within the ongoing Denton Road construction contract. Upon the addition of the Vista Tracts and the Magnolia Tract to the RUD, and contingent upon approval by the Commission and the 'Department, the RUD agrees to advertise promptly the construction of all Denton Tap Road improvements described herein, including the Southern Segment. The Southern Segment shall be constructed by Coppell or the RUD, depending upon which party obtains the lower construction cost. The parties agree that time is of the essence for completion of all improvements to Denton Tap Road described herein. If such improvements north of Denton Creek have not been constructed by Vista or the RUD by , Vista agrees to reimburse to Coppell all costs which Coppell has incurred or thereafter incurs for construction of the Southern Segment. If such improvements north of Denton Creek have been constructed by Vista or the RUD by AGREEMENT REGARDING ADDITION OF LAND PAGE 6 Coppell agrees to bear the costs for construction of the Southern Segment, either by direct payment to one or more contractors or by reimbursement to the party incurring such costs. V. ZONING ~ista agrees to make application to Coppell for a zoning change based upon the plan attached hereto as Exhibit 5 covering all of the land in Vista Ridge that will be within the boundaries of Coppell. Coppell agrees that the plan is a request for zoning which is either essentially identical to or more restrictive than the zoning currently existing on said property, taking into consideration minor differences in the zoning ordinances of Coppell and Lewisville. Coppell agrees that the plan represents a reasonable and comprehensive approach to zoning for the Vista Ridge project and that it will forthwith consider the zoning case and act thereon. VI. WATER AND SEWER SERVICE TO VISTA RIDGE It is understood by the parties that, prior to the boundary agreement between Lewisville and Coppell, the Vista Ridge project was to be served with water and sanitary sewer service by the City of Lewisville and, as a result of the boundary settlement agreement, a portion of the Vista Ridge project will lie within the corporate limits of Coppell. It is further understood by the parties that the Vista Ridge area which will now be within the corporate limits of Coppell may be served with water and sanitary sewer service by either Lewisville or Coppell pursuant to a separate agreement between the two cities. Coppell agrees that, in the event such service is provided by AGREEMENT REGARDING ADDITION OF LAND PAGE 7 Coppell, Vista shall not bear the cost of any facilities or fees arising from such change in service. VII. FACILITY ACCEPTANCE CONSTRUCTION Exhibit 6 identifies installed facilities or approved plans and .specifications previously approved by Lewisville for the construction of roads, water, sewer, landscaping, recre- ational, street lighting, power, natural gas, telephone, and drainage facilities contained within that portion of Vista Ridge located in Coppell. Vista agrees to complete construction of such improvements in accordance with such previously approved plans and specifications, or cooperate with the RUD for such construction. Coppell agrees not to require changes to such installed facilities or previously approved plans and specifications of facilities that are either completed or under construction. VIII. PLATTING Exhibit 7 attached hereto identifies plats covering the land being added into Coppell, and Vista agrees to submit such plats to Coppell for its approval and to show this land as an addition to Coppell. Coppell shall approve the facilities in these plats and, except as herein specified, shall not charge fees to Vista if Vista has previously met the fee requirements of Lewisville. (Final draft of this paragraph to be amended after Coppell has had opportunity to look at the plats they are going to approve and has obtained full information concerning the charges and fees paid by Vista to Lewisville.) AGREEMENT REGARDING ADDITION OF LAND PAGE 8 IX. AMPHITHEATER PARKING Coppell agrees that the area located south of Lake Vista Drive and marked as "temporary amphitheater parking" on Exhibit 5 attached hereto may be used for temporary amphitheater parking until construction of permanent parking to serve buildings proposed to be built on the site of the temporary parking, but not to exceed five (5) years. Vista agrees to require by deed restriction that the owners and occupants of the permanent buildings allow the permanent parking facilities for such buildings to be used by amphitheater patrons. X. REGULATORY REQUIREMENTS This Agreement and the obligations of the parties hereunder are subject to all rules, regulations, and laws which may be applicable by the United States, the State of Texas, or any regulatory agency having jurisdiction. XI. PARTIES IN INTEREST This Agreement shall be for the sole and exclusive benefit of the parties executing this Agreement and shall not be construed to confer any benefit or right on any other party. XlI. ENTIRE AGREEMENT This .Agreement constitutes the entire agreement between the parties relative to the subject matter hereof. There have been and are no agreements, covenants, representations, or warranties between the parties other than those expressly stated or provided for herein. XIII. AUTHORITY FOR AGREEMENT Each party hereto represents to the other party that AGREEMENT REGARDING ADDITION OF LAND PAGE 9 the execution and delivery of this Agreement has been duly authorized by all necessary proceedings and actions. IN WITNESS WHEREOF, the parties have executed this Agreement in multiple copies, each of which shall be deemed an original, as of the day of , 1988. ATTEST: CITY OF COPPELL (SEAL) By: Name: Title: ATTEST: CITY OF LEWISVILLE ( SEAL ) By: Name: Title: VISTA MORTGAGE &REALTY, INC. By: Name: Title: DENTON COUNTY ROAD UTILITY DISTRICT NO. 1 By: Name: Title: AGREEMENT REGARDING ADDITION OF LAND PAGE 10