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Big Cedar/FP-CS 920131 (2)~t.,.\! JAN ,"3 ! ~9~ I~ ~./C,- . :. ~.~. ............. !- RO/~D IMPROVEMENTS CONSTRUCTION AND ESCROW AGREEMENT by and between THE CITY OF COPPELL~ TEXAS~ MATTHEWS INVESTMENTS SOUTHWEST, INC. X, H.T. ARDINGER~ JR. and JAY S. TURNER~ ESQ. TABLE OF CONTENTS ARTICLE I. Covenants with Respect to Construction of Roads and Related Improvements 1.1 Definition of Bethel School Road Improvements ................. 2 1.2 Dedication .................. 2 1.3 Construction Plans and Specifications .... 2 1.4 Construction Covenants ............ 3 1.5 Liability ................ 3 1.6 Access .................... 4 ARTICLE II Temporary Construction Easements 2.1 Construction Easements .........__ 4 2.2 Adjacent Property Owners' construction Easement ................... 4 ARTICLE III Road Escrow Fund Agreement 3.1 Establishment of Escrow ........... 4 3.2 Deposit of Escrowed Funds .......... 6 3.3 Receipt of Road Escrow Fund ......... 6 3.4 Interest ................... 6 ARTICLE IV Disbursements from Road Escrow Fund 4.1 Appointment of Representative ........ 6 4.2 Periodic Disbursements ............ 6 4.3 Final Disbursement ............. 8 4.4 The Escrow Agent's Fees ........... 8 4.5 Resignation of the Escrow Agent ....... 9 ARTICLE V Defaults and Remedies 5.1 Default and Remedy .............. 9 ARTICLE VI Miscellaneous 6.1 GOVERNING LAW ................ 9 6.2 Modification and Termination ......... 9 6.3 Binding Effect ................ 9 6.4 Notices ................... 10 6.5 Entirety and Amendments ........... 11 6.6 Multiple Counterparts ............ 11 6.7 Time of the Essence ............. 11 6.8 Severability ................ 11 6.9 Attorneys Fees ................ 11 6.10 Terminology ................. 11 (i) ROAD IMPROVEMENTS CONSTRUCTION AND ESCROW AGREEMENT THIS ROAD IMPROVEMENTS CONSTRUCTION ANDESCROW AGREEMENT (this "Agreement") is entered into as of the day of January, 1992, by, between and among THE CITY OF COPPELL, TEXAS, a body politic (the "city"), H.T. ARDINGER, JR, an individual residing in the State of Texas ("Ardinger"), MATTHEWS INVESTMENTS SOUTHWEST, INC. X, a Texas business corporation ("Matthews") and JAY S. TURNER, ESQ. (the "Escrow Agent"). WITNE SE TH: WHEREAS, Ardinger and Matthews (hereinafter sometimes referred to collectively as the "Developers") propose the development of real estate projects on tracts of land adjacent to a portion of Bethel School Road in the City of Coppell, County of Dallas, Texas, which real estate development tracts are hereinafter sometimes referred to individually as the Ardinger Tract (more particularly described on Exhibit A attached hereto and incorporated herein by reference), the Matthews Tract %1 (more particularly described on Exhibit B attached hereto and incorporated herein by reference), and the Matthews Tract %2 (more particularly described on Exhibit C attached hereto and incorporated herein by reference), and collectively, as the Tracts; and WHEREAS, the Developers desire to improve Bethel School Road and to dedicate or cause to be dedicated to the City, certain real property for right-of-way purposes and for other improvements to Bethel School Road, as said Road lies adjacent to the Tracts; and WHEREAS, the Developers and the City now desire to enter into this Agreement among themselves and with the Escrow Agent to describe the respective obligations of each of them relating to: 1. the construction of certain road and other improvements along Bethel School Road where the same abuts the Tracts; 2. obtaining right-of-way, if needed, to accommodate the proposed improvements to Bethel School Road; 3. the escrow of certain funds to pay for the construction of such improvements; and ROAD ESCROW AGREEMENT Page I 4. certain other matters, all as more fully set forth hereinbelow. NOW, THEReFORe, for and in consideration of the premises, the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: ~RTICLE I. Covenants with ResDeot to Construction of Roads and Related Improvements 1.1 Definition of Bethel School Road Improvements. As used herein, term "Improvements" to Bethel School Road means and shall refer to the construction of a concrete roadway and related utilities and drainage along the road-bed of existing Bethel School Road and extending, along the Tracts, from Point A to Point E as identified on the drawing attached hereto as Exhibit D and incorporated herein by this reference, together with appropriate ancillary improvements, and such additional improvements as may be set forth on the final Plans and Specifications (herein so called) for the Improvements which Plans and Specifications shall be prepared and approved as hereinafter set forth. 1.2 Dedication. Each of the Developers shall dedicate or cause to be dedicated to the City, within 3 months from the date hereof and prior to the commencement of construction of the Improvements, any right-of-way abutting their respective Tracts necessary for the completion of the Improvements in accordance with the Plans and Specifications. The city shall make such reasonable, good-faith efforts as the City shall deem appropriate to cause to be dedicated, within 3 months from the date hereof, necessary right-of-way (if any) abutting Bethel School Road between Point A and Point E which is not owned or controlled by Ardinger or Matthews. 1.3 Construction Plans and Specifications. Construction of the Bethel School Road Improvements, shall be undertaken pursuant to, and in conformity with, the final Plans and Specifications; and the construction of the Improvements shall not commence until such time as all of the parties to this Agreement have approved, in writing, such final Plans and Specifications (which approval shall not be unreasonably withheld or delayed by any party). The final Plans and Specifications shall, at a minimum, conform to the street construction specifications customarily required by the City. Ail of the parties to this Agreement shall indicate their approval, in writing, on a single set of Plans and Specifications and such set of fully-approved Plans and Specifications shall, for purposes of this Agreement, be deemed to be the final Plans and Specifications. ROAD ESCROW AGREEMENT Page 2 1.4 Construction Covenants. (a) Construction of the Improvements shall be undertaken in accordance with the final Plans and Specifications and the construction of the roadway improvements shall include, but not be limited to, all design, engineering, labor, services, material, tools, equipment, supervision, and the performance of all related work for the roadway, utility and drainage construction, in compliance, in all material respects, with the final Plans and Specifications and all accompanying drawings, specifications and contract documents as may be referred to herein and/or attached hereto ("Construction Documents"). (b) Ardinger shall select a qualified Engineer (herein so called), reasonably satisfactory to Matthews, to prepare the Plans and Specifications and to observe the construction of the Improvements in accordance with the final Plans and Specifications and report thereon to the Developers. The Engineer shall identify to the Developers one or more contractors to perform the construction work comprising the Improvements and the Developers shall mutually consent (which consent shall not be unreasonably withheld or delayed) to the selection of contractors. All contractors performing work hereunder shall be bonded with performance bonds reasonably satisfactory to the parties hereto. All contracts with contractors and subcontractors performing work as contemplated by this Agreement, and any contract with the Engineer, shall include a provision for the maintenance of adequate liability insurance and other work-related insurance as Matthews, Ardinger and the City may require and an indemnification agreement in the same form as described in Section 1.5, below, indemnifying Matthews, Ardinger and the City. (Notwithstanding the preceding sentence, it is expressly acknowledged and agreed that the City shall not be a party to any such construction-related contracts, although it may be an intended beneficiary of certain insurance and/or indemnification provisions contained in any thereof.) The Engineer shall provide competent construction observation, in attendance, as necessary, at the site of the construction of the Improvements during the progress of such construction work. 1.5 Liability. Ardinger and Matthews agree to release, defend, and indemnify the City, its officers and employees from and against all liability, cost and expense (including, but not limited to, attorneys' fees, costs and judgments) for loss or damage to any property and for injuries to or death of any person (including the property and employees of the parties hereto) caused wholly or partially by the construction of the Improvements which are the subject of this Agreement. ROAD ESCROW AGREEMENT Page 3 1.6 Access. The parties hereto owning property adjacent to Bethel School Road, including residents of the Hunterwood subdivision, Shadowridge Section IV, and Windance Townhomes shall, at all times after the commencement of construction of the Improvements have access to their respective Tracts or properties, notwithstanding the progress of construction of the Improvements. ARTICLE II. Temporaz7 Construction Easements 2.1 Construction Easements. Each party hereto owning a Tract which abuts Bethel School Road shall grant a temporary construction easement (if the Engineer determines such easement or easements to be necessary) upon and across such Tract. 2.2 Adjacent Property Owners' Construction Easement. The Developers shall use their reasonable, good-faith efforts to obtain'-'- temporary construction easements (if the Engineer determines such easement or easements to be necessary) from and any and all other owners (that is, owners who are not parties to this Agreement) of real property located adjacent to, or along, the construction site for the proposed Bethel School Road Improvements. If the reasonable, good-faith efforts of the Developers fail to produce all such temporary construction easements (if any) as may be necessary, the City shall, following written request by the Developers, use its reasonable, good-faith efforts to assist in obtaining all such easements. ARTICLE III. Road Escrow Fund Agreement 3.1 Establishment of Escrow. (a) The Developers each mutually acknowledge and agree, one with the other, that the costs and expenses incurred incident to the planning of the proposed Improvements and the preparation of this Agreement shall be aggregated, and then borne by them in accordance with the percentages set forth below (hereinafter referred to as the "Contribution Percentages"): (i) 66.8% by Ardinger; (ii) 13.3% by Matthews for Matthews Tract %1; and, (iii) 19.9% by Matthews for Matthews Tract ~2. The Developers each mutually acknOwledge and agree, one with the other, that each shall be liable for the costs incurred incident to the preparation and approval of final Plans and ROAD ESCROW AGREEMENT Page 4 Specifications including, without limitation, all costs payable to the Engineer in connection therewith, and such costs shall be borne by each of the Developers in accordance with its respective Contribution Percentage, as set forth above in this Section 3.1(a). From and after this date, each of Ardinger and Matthews shall contribute to the cost of construction of the Improvements in accordance with its respective Contribution Percentage. The City shall not be liable for any costs incurred incident to the planning of the proposed Improvements prior to the date of execution of this Agreement. The City shall be responsible only for a contribution to the cost of the engineering design and construction of the Improvements and such contribution shall be in an amount equal to (and not greater than) the amount, (plus accrued interest thereon) previously tendered to the City (or to an independent escrow) by Centex Development for the construction of similar improvements to Bethel School Road. (b) In order to ensure that the Improvements are completed in a cost-effective manner, the Engineer shall prepare and submit to each of the Developers for approval (which approval shall not be unreasonably withheld or delayed) a Road Construction Budget (herein so called). In the event of variances in the Road Construction Budget and in the event the Road Escrow Fund (hereinafter defined) is insufficient to complete the construction of the Improvements in accordance with the final Plans and Specifications, the Developers (but not the City) shall be liable for their ratable share of the cost of completion of the Improvements, in accordance with their respective Contribution Percentages hereinabove set forth, notwithstanding anything to the contrary contained in this Agreement. (c) In order to provide for the payment of the costs necessary to complete the Improvements in accordance with the approved Road Construction Budget, the City shall contribute to the Road Escrow Fund (herein so called) the amount hereinabove described in Section 3.1(a), and each of the Developers shall, contemporaneously with their approval of the Road Construction Budget, contribute to the Road Escrow Fund an amount equal to their respective Contribution Percentages of the difference between the amount contributed to the Road Escrow Fund by the City and the total amount necessary for construction of the Improvements on shown on the approved Road Construction Budget. For example, if the Road Construction Budget indicates that the total cost of the Improvements will be $250,000, and the City contributes SX, then the remainder (i.e., $250,000 - SX) shall be contributed to the Road Escrow Fund by the Developers in accordance with their respective Contribution Percentages. ROAD ESCROW AGREEMENT Page 5 3.2 DeDosit of Escrowed Funds. Contemporaneously with the approval of the Road Construction Budget as hereinabove provided, the Road Escrow Fund shall be deposited with the Escrow Agent, which Road Escrow Fund shall be held in escrow and administered in accordance with the terms hereof pending completion of construction of the Improvements in accordance with this Agreement. 3.3 Receipt of Road Escrow Fund. Upon receipt of the Road Escrow Fund, the Escrow Agent shall acknowledge receipt of the Road Escrow Fund, and agree to hold and disburse such monies in strict accordance with the provisions hereof. 3.4 Interest. The Road Escrow Fund shall be held by the Escrow Agent in interest-bearing accounts, FDIC insured, with a maximum of $100,000 in each separate account (if such separation of accounts is feasible and can be accomplished in a manner consistent with FDIC deposit insurance regulations). The Escrow Agent shall use its best efforts to obtain the maximum lawful rate of interest from time to time available for funds of a similar nature held by the Escrow Agent. Any interest accrued on the Road Escrow Fund shall be added to the principal of such Fund and disbursed in accordance with the terms hereof. ARTICLE IV. Disbursements from Road Escrow Fund 4.1 Appointment of Representative. Ardinger, at the sole cost and expense of Ardinger, shall select a representative, which may be the Engineer (the "Representative") to oversee disbursement of the Road Escrow Fund. 4.2 Periodic Disbursements. The Escrow Agent agrees to disburse amounts from the Road Escrow Fund, including any and all accrued interest thereon, in the manner hereinafter set forth. (a) As construction of the Improvements progresses, the constructing party (i.e., the contractor(s)) shall be entitled to receive periodic disbursements out of the Road Escrow Fund for the amount of invoices received periodically from third parties, and for labor and materials incorporated into the Improvements, less 10% retainage. (b) Such constructing party may request disbursements from the Road Escrow Fund not more often than every 30 days. Each such request for disbursement shall be evidenced by a written request ("Disbursement Request") from such constructing party sent to the Representative with return receipt requested, specifying in reasonable detail, the work performed and material incorporated into the Improvements, together with invoices from all third party contractors and ROAD ESCROW AGREEMENT Page 6 materialmen evidencing the amounts due with respect to the invoices for such labor and materials. (c) Upon receipt of such 'Disbursement Request, the Representative shall promptly review same, and, to the extent accurate, shall certify to the parties hereto that the work described in the Disbursement Request has been performed and the materials described therein have been incorporated into the Improvements (the foregoing certification shall hereinafter be referred to as the "Representative's Certificate"). Contemporaneously with his delivery of the Representative's Certificate, the Representative shall also advise the parties to this Agreement as to his opinion of the adequacy of the balance remaining in the Road Escrow Fund to pay for the uncompleted portions of the Improvements. (d) If, within 10 days after receipt of such Disbursement Request, the Representative fails to either (i) disapprove, in writing, such Disbursement Request (which disapproval shall be accompanied with the reasons therefor), or (ii) approve such Disbursement Request by delivering to the constructing party the Representative's Certificate, then such Disbursement Request shall be deemed to be approved. If the Representative fails timely to approve or disapprove the Disbursement Request, the constructing party shall deliver to the Escrow Agent a certificate (the "Constructing Party's Certificate") stating (i) that the Representative is deemed to have approved the Disbursement Request, and (ii) specifying the date that such Disbursement Request was sent to the Representative. The Escrow Agent shall confirm that the Representative actually received the Disbursement Request at least 10 calendar days prior to the Escrow Agent's receipt of the Constructing Party's Certificate. (e) Copies of all Disbursement Requests (including all exhibits and attachments required hereunder), and all Constructing Party's Certificates (if any), shall be simultaneously delivered by the constructing party to each of the parties hereto at their respective addresses for notices as specified hereinbelow. (f) After the Representative's approval or deemed approval of a Disbursement Request, the constructing party shall submit the Disbursement Request (without any accompanying invoices) along with the Representative's Certificate (or the Constructing Party's Certificate, if applicable) to the Escrow Agent. Disbursement Requests for which an appropriate Certificate. has been received by the Escrow Agent, shall be paid by the Escrow Agent within 3 days after such Certificate is received. ROAD ESCROW AGREEMENT Page 7 (g) Notwithstanding anything herein to the contrary, after the first Disbursement Request, each subsequent Disbursement Request must be accompanied by appropriate evidence (including, without limitation, receipts and lien waivers) that the funds disbursed pursuant to the immediately preceding Disbursement Request were actually applied towards the costs indicated in, and to the parties described in, such previous Disbursement Request. (h) In addition, in connection with any Disbursement Request, the constructing party may request that retainage previously withheld be disbursed as to fully completed subcontracts, so long as the constructing party submits with such Disbursement Request, a final lien waiver executed by such subcontractor and the Representative certifies in the Representative's Certificate that such subcontract has been fully completed. (i) It is expressly agreed that the Escrow Agent shall have no responsibility whatever to determine the accuracy of the Disbursement Request or the Representative's Certificate. The Escrow Agent's sole responsibility in connection with the disbursement of the escrowed funds pursuant to this Section 4.2 is to disburse the amounts shown on the Disbursement Request (less 10% retainage) as approved or deemed approved by the Representative. 4.3 Final Disbursement. Notwithstanding Section 4.2 to the contrary, in no event shall more than ninety percent (90%) of the Road Escrow Fund be disbursed until the Improvements have been finally completed and accepted by the City (in which event the remaining 10% shall be disbursed after any statutory retainage period has elapsed and all appropriate lien waivers and releases have been received by the Escrow Agent and the Representative). After all Improvements are completed in substantial compliance with the final Plans and Specifications, the City has approved and accepted the Improvements, and after the final Disbursement Request and the Representative's Certificate has been sent to and paid by the Escrow Agent, any remaining funds in the Road Escrow Fund shall be disbursed to each of the Developers and the City in proportion to cost of construction of the Bethel School Road segments between Point A and Point E (as identified on the drawing attached hereto as Exhibit D) for which the respective parties hereto made contributions to the Road Escrow Fund, upon the Escrow Agent's receipt of a written certification that all construction is complete, approved and accepted by the City. 4.4 The Escrow Agent's Fees. In consideration of the services to be performed by the Escrow Agent hereunder, the Escrow Agent shall be paid a fee, payable by the Developers, in proportion to their respective contributions to the Road Escrow Fund. In no ROAD ESCROW AGREEMENT Page 8 event shall such Escrow Agent's fee be paid out of the Road Escrow Fund. 4.5 Resignation of the Escrow Agent. If any attempt be made to modify this Agreement in a manner that would increase the duties and responsibilities of, or reduce the compensation payable to, the Escrow Agent, such Escrow Agent may resign by notifying the parties hereto, in writing, by certified mail to their respective addresses set forth below, which resignation shall be effective upon the earlier of (i) the acceptance by such successor escrow agent as may be appointed by the parties hereto; or (ii) the expiration of 30 days following the date upon which the Escrow Agent's resignation notice was mailed. Any such resignation will be subject to the Escrow Agent executing all necessary and appropriate documents to (i) effectively transfer the Road Escrow Fund to its successor, and (ii) provide indemnification from the Escrow Agent to the other parties hereto relating to any loss caused, in whole or in part, by such resignation or the transfer of the Road Escrow Fund. ARTICLE V. Defaults and Remedies 5.1 Default and Remedy. If any party hereto fails to contribute monies to the Road Escrow Fund as herein provided; or, if any party (if such party has an obligation pursuant to this Agreement to do so) fails to obtain, cause to be obtained or otherwise fails to obtain or provide right-of-way and/or other easements as herein provided; or, if any party otherwise fails to abide by its obligations hereunder; then, any other party hereto, for the benefit of all parties hereto, shall be entitled to enforce specific performance of the defaulting party's obligations hereunder. ARTICLE VI. Miscellaneous 6.1 GOVERNING LAW. THIS AGREEMENT IS BEING EXECUTED AND DELIVERED IN, AND SHALL BE GOVERNED BY.AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 6.2 Modification and Termination. This Agreement may not be modified, revoked, released, or terminated, except upon the receipt of mutual written consent of the parties hereto, with subsequent notice given in writing and delivered to the Escrow Agent. 6.3 Bindin~ Effect. This Agreement (along with the attachments and other Construction Documents referred to herein) contains the entire understanding between and among the parties hereto relating to the Improvements and the Road Escrow Funds, and same shall be binding upon and inure to the benefit of such ROAD ESCROW AGREEMENT Page 9 parties, and (subject to its terms) their respective successors, heirs, assigns, and legal representatives. 6.4 Notices. All notices, demands, or other communications of any type, whether required by this Agreement or in any way related to the transaction herein described, shall be void and of no effect unless given in accordance with the provisions of this Article VI, or as may be otherwise provided in this Agreement. Any notice or other communication required or permitted hereby, or convenient to the parties hereto in connection with the consummation of the transaction contemplated hereby, shall be deemed delivered (a) when personally delivered or delivered by telecopy to the number set forth below, or (b) 2 days after deposit in a receptacle of the United States Postal Service, as registered or certified mail, return receipt requested, postage prepaid, and addressed as follows: If to the City: City of Coppell 255 Parkway Boulevard Coppell, Texas 75019 Attention: Mayor Mark Wolfe Telephone No. 214/462-0022 Telecopy No. 214/393-0948 With copy to: Lawrence W. Jackson, Esq. Nichols, Jackson, Kirk & Dillard 1800 Lincoln Plaza 500 North Akard Dallas, Texas 75201 Telephone No. 214/954-3333 Telecopy No. 214/954-3334 If to Ardinger: H.T. Ardinger, Jr. 9040 Governor's Road P.O. Box 569360 Dallas, Texas 75356-9360 Telephone No. 214/631-9830 Telecopy No. 214/634-1270 With copy to: Telephone No. Telecopy No. If to Matthews: Matthews Investments Southwest, Inc. X 5220 Spring Valley, Suite 500 Dallas, Texas 75240 Attention: Tim House Telephone No. 934-0123 Telecopy No. 980-2421 ROAD ESCROW ~GREEMENT Page 10 With copy to: Holmes Millard & Duncan 2200 Renaissance Tower 1201 Elm Street Dallas, Texas 75270 Attention: John J. Stenger, Esq. Telephone No. 747-2200 Telecopy No. 939-1517 Either party hereto may change the address for notice specified above by giving the other party 5 days advance written notice of such change of address. 6.5 Entirety and Amendments. This Agreement (along with the attachments and other Construction Documents referred to herein), embodies the entire agreement between the parties hereto relating to the Improvements and the Road Escrow Fund, and supersedes all prior agreements and understandings, if any, specifically relating to the subject matter hereof, and may be amended or supplemented only by an instrument in writing executed in accordance with the terms and provisions of this Agreement. 6.6 Multiple Counterparts. This Agreement may be executed in a n~her of identical counterparts. If so executed, each of the counterparts shall be deemed to be an original for all purposes, and all the counterparts shall, collectively, constitute but one agreement. In making proof of this Agreement it shall not be necessary to produce or account for more than one counterpart. 6.7 Time of the Essence. Time is of the essence with respect to this Agreement; provided, however, in the event the date for performance of any obligation or delivery of any notice hereunder falls on a Saturday, Sunday or a federal holiday, the date for such performance or delivery of such notice shall be postponed until the next ensuing business day. 6.8 Severabilit¥. In case any one or more of the provisions contained in this Agreement shall for any reason by held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not effect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 6.9 Attorneys Fees. If any dispute between any party to this Agreement relating to the transactions contemplated by this Agreement should result in litigation, the prevailing party shall recover from the non-prevailing party(ies), jointly and severely, all reasonable costs incurred in connection therewith, including, without limitation, reasonable attorneys' fees and court costs. 6.10 Terminology. The captions beside the section numbers of this Agreement are for reference only, and shall not modify or ROAD ESCROW AGREEMENT Page 11 affect this Agreement in any manner whatsoever. Whenever required by the context, any gender shall include any other gender, the singular shall include the plural, and the plural shall include the singular. IN WITNESS WHEREOF, the undersigned have executed this Agreement dated effective as of the date first set out above. THE CITY OF COPPELL, TEXAS By: Name: Title: H.T. ARDINGER, JR. H.T. Ardinger, Jr. MATTHEWS INVESTMENTB BOUTHWEST, INC. X By: Name: Title: By: Name: Title: ROAD ESCROW AGREEMENT Page 12 ESCROW AGENT: JAY S. TURNER, ESQ. Jay S. Turner SCHEDULE OF EXHIBITS Exhibit A - Legal Description Ardinger Tract Exhibit B - Legal Description Matthews Tract #1 Exhibit C - Legal Description Matthews Tract #2 Exhibit D - Bethel School Roadway Drawing '~2.41 ¥: \RE\JJ$\254~6 ROAD ESCROW AGREEMENT Page 13 FIELD NOTES BEING a pad of a tract of land in the Edward A. Crow Survey, ^bstra~ No, 301, Dallas County, Texas; arid being a part of the 14.57 acre tract as described in deed Jo W.G. Thompson ('Trustee), recorded in Volume 72203, Page 1342, ol the Deed Records of Dallas County. Texas (DRDCT), and said 13.952 acres of land, being more pa.-liculady described as follows: BEGINNING at a ¥2" iron rod set at the Intersect;on of Bethel School Road (55 foot R.O.W.) southeast llne and Bethel School Road (47.5 foot R.O.W.) east line; THENCE, No~th 61 ' 25' 00" East, with said southeast line of said Bethel School Road, a distance of 608.18 feet to a ¥~-inch iron rod found for corner:, THENCE, South 01 ' 02' 00" East, departing said southeast line, passing at 5.78 feet a ¥~-inch iron rod, passing at 481.10 feet a 1-3/4 inch iron pipe, passing at 759.73 feet · l¥~inch Iron pipe, passing st 944.88 feet a 1" pipe, in all a distance of 1143.39 feet to a point in the center of Grapevine Creek; THENCE, up the center of Grapevine Creek, as follows'. South 62' 02' 10" West, 164,81 feet: South 61:)' 42' 21" West, 147.91 feet; South 79' 02' 48" West, 129.82 feet; South 60' 04' 57' West, 153.18 feet; THENCE, North 01 · 02' 00" West, along a barbed wire fence and with the east line of said Bethel School Road, a 47.5 foot R.O.W., a distance of 1,103.12 feet to the POINT OF BEGINNING; CONTAINING, 13.9523 acres or 607,761 square feet of land, Field Notes BEING an 8.2726 acre tract of land located in the James W. Ander- son Su_~vey, Abstract No. 18, in the City of Coppell, Dallas County, Texas, and being more particularly described as follows: BEGINNING at a 5/8-inch iron rod set for corner, said point being the southwest corner of a 60 foot strip of land (Kaye Street) conveyed to the City of Coppell by deed recorded in Volume 341, Page 677, of the Deed Records of Dallas County, Texas (DRDCT); THENCE, North 89' 22' 55" East, generally with an old barb wire fence, a distance of 508.11 feet to a "P.K." nail set for corner, said point being located in the center of Harris Road (variable width R.O.W.); THENCE, South 01' 08' 46" East, with the center of Harris Road, passing at 451.61 feet a nail with shiner found, in all, a distance of 690.91 feet to a 5/8 inch ~ron rod set for corner; THENCE, South 86' 30' 30" West, passing at 45.78 feet a %-inch iron rod found, said point being located on the west right-of-way line of Bethel School Road (variable width R.O.W.), and being a northeast corner of the 2nd Revised Corrected Plat of Coppell Village, an addition to the City of Coppell as recorded in Volume 81149, Page 1944, of the Map Records of Dallas County, Texas, in all, a distance of 516.44 feet to a ½-iron rod found for corner, said point being a northeast corner of said Coppell Village; THENCE, Nol-th 00' 30' 49" West, passing at 624.30 feet a 3/B-inch iron rod found, said point being a northeast corner of Coppe!l Village, in all, a distance of 716.77 feet to the POINT OF BEGINNING and containing 8.2726 acres of land. lieing u lg.l?6 acre tract of land in the J.W. Anderson Survey? Abstract No. l& siluai~-d in Iht Ci~' of Coppell, Dallas Count: 'Texas and being more particularl.v described as follows: BEGI~.~'ING at a L'2' iron pin found in the North line of a rrac~ conveyed to btuo' Myers in deed recorded in Volume 73005, Page 2.821 of the Deed Records of DalLas Count', 'l'exa~ said iron pm Iounfl aLso being the Southwest cor~er of Lo! 1O, Block B of C, oppell Village. an addition to the City. or Coppell ~ recorded in Vol. 80247, Pg. 0064 of the Deed Records of DaLlas Counu', TI-LF_.NCE N 89~39'30' E along the said North line of Ma~' Myers trart and the South line ol' said Coppell Village,. 828.20 Ieet to a U'2' iron pm set; THENCE S 00°4-c'15' F_, 417.18 feet to a 5/8' iron pin found; THENCE N $~30'21' E,. 35_q3 feet to a L? iron pin set on the East line o[ Bethel School Road; TILENCE S 0902.4'3,~ W, 74.00 feel t~ a L'2' iron pin set; THENCE S 37°I5.07 W, 114.08 fee! to a ~,"2' iron pin set; THENCE $ L3~9'47' W, 36.98 ft-et to a 1/2' irxm pin set; THENCE S g4°07'41' W, 149.66 feet to a 1~' iron pin THENCE $ 84'46'59' W, 2.41.81 feel to ,, 5lg' b'un pin found; THENCE S gi'31'54' W, 93.51 fee:, to a $18' iron pm found; THENCE S 4,'~07'16'' V,': 191.05 leer to a 5/8' iron pin founc[; THENCE $ Ig'3. g'39' W, 160.70 fe~! lo a 518' iron pin found; TItL~N'CE N 53'54-2I' W, 136.02 feel to a 5/g' iron pin Iouncl; THENCE N 15'2_5'20' W, 99.48 [eet to a 5/g' iron pin TI-L~NCE N 45"38"29' W, 105.00 feet ~o a 5/8' iron pin found in the West line o[ said Ma~' Myers tract and the East line of a trac~ conv?~d xo 3uliaum~ Orts in VoL 77009, Pg. 2122 of the Records of Dallas C. oun~', THENCE N 0-f"21'31' F_, 150.00 feet to a steel ~enee post found; THENCE N 4301~'44~ ~, 474.69 feel ~o a L? iron pin Jound4 ~CE N 0734'14' F.,'20&04 Jee~ m a 5/~' iron pin found in the South line of said Coppell Villagg TI-i~.NCE N 8~-2~'01' E, a~oag the Sou~ line of Copp~ll Village,. 673.47 feet to a Id4' iron pin foun~ TI-I~NCE ~ 01~0,'~-0' W, 2,t~.?! feet to the POINt OF B-~-GI~'I~'I~ and containin~ ]S.:I~6 ~ or 791-,,'~-9 squar~ feet of lan~ mor~ or ]less. / / .-~ //%' .If~~ ~~.. ~" I/