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Freeport-1/FP-CS 840127
U-193001 $43.00 ROAD CONSTRUCTION AND SEWER, WATER, AND GAS LINE INSTALLATION AGREEMENT THE STATE OF TEXAS § COUNTY OF DALLAS § KNOW ALL MEN PY THESE PRESENTS: THIS AGREEMENT made as of the 15th day of September, 1983, by and between SECURE RESOURCES, INC., a Texas corporation with principal offices in Dallas, Dallas County, Texas (hereinafter referred to as "Seller"), and HEPERT/HENDERSON - TALLAL, a partnership (hereinafter referred to as "Purchaser"), and JOSEPH J. TALLAL, JR., TRUSTEE AND/OR ASSIGNS (hereinafter referred to as "Other Purchaser"): RECITALS: A. Simultaneous with the execution of this Agreement, Purchaser is purchasing from Seller those three (3) tracts of land (hereinafter collectively referred to as the "Property"), consisting of Tract A, containing 20.183 acres of land (herein- after referred to as "Tract A") and being more particularly described on Exhibit "A" attached hereto and made a part hereof for all purposes, Tract P, containing 8.415 acres of land (here- inafter referred to as "Tract ~") and being more particularly described on Exhibit "~" attached hereto and made a part hereof for all purposes, and Tract C, containing 12.948 acres of land (hereinafter referred to as "Tract C"), and being more particularly described on Exhibit "C" attached hereto and Fade a part hereof for all purposes. E. Seller and Other Purchaser are parties to a contract covering 195.527 acres of rea] estate adjacent to the Property and being more particularly described on Exhibit "D" attached hereto and made a part hereof for all purposes ~inafter referred to as the "Other Property"), with the purchase thereof to close as of December 15, 1983. C. Substantially all of the purchase prices for the Property and the Other Property are to be paid by Purchaser and Cther Purchaser upon the closings of the purchases of the Property and the Other Property pursuant to the terms of promissory notes to be executed and delivered by Purchaser and. Other Purchaser to Seller (hereinafter collectively referred to as the "Notes"), and secured by vendor's liens of even date therewith to be re- tained in the general warranty deeds from Seller to Purchaser and Cther Purchaser and by deeds of trust of even date therewith. D. Purchaser and Other Purchaser have required and Seller has agreed to construct at Seller's sole cost, including the related engineering, design, and inspection costs and fees, certain roads, roadways, roadway improvements, and other i~rovements, including road lighting, creek'channelization, and a bridge, upon and across the Prouerty and the Other Property and to install sewer, water, and gas lines adjacent to the road- ways to be constructed (hereinafter, as constructed and instal]ed ky £~ll~r pursuant to this Agreement, collectively referred to as the "Improvements"), all as depicted on a ~re]iminary plat prepared by Graham Associates, Inc., Consulting Engineers and Planners, exclusive of the I~:prove~ents shown for Gateview Poulevard and the portion of Creekview Drive located to the east of Royal Lane (the "Excluded Improvements"), a copy of which is attached hereto as Exhibit "E" and made a part hereof for all purposes (hereinafter, exclusive of the Excluded Improvements, referred to as the "Preliminary Plat") and a description of the construction and installation work and the related costs to be expended in connection therewith being set forth on Exhibit "F" attached hereto and made a part hereof for all purposes (~ereinafter referred to as the "Preliminary Costs"), and has further agreed to grant Purchaser and Other Purchaser a credit on the Notes in the event that the Improvements are not so constructed and installed prior to the expiration of the Improvements Completion Period (as hereinafter defined). E. Seller, Purchaser, and Other Purchaser acknowledge that in the absence of the agreement of Seller to construct and install the Improvements, the Property and the Other Property do not have the fair market value equal to the purchase prices being paid by Purchaser and Other Purchaser, that Purchaser and Other Purchaser have required Seller to construct and install the Improvements, and that Purchaser and Other Purchaser would not have agreed to the purchase prices for the Property and the Other Property in the absence of the agreement of Seller to construct the Improvements. F. Dpproval of the Preliminary Plat, including the Excluded Improvements, has been obtained from the City of Coppe]l, Texas, the appropriate authorizing governmental body (hereinafter referred to as the "Governmental Authority"). G. The Governmental Authority may require changes in the quantities, locations, and/or dimensions of the Improvements, as depicted on the Preliminary Plat, and/or the construction and/or installation of other improvements to or for the benefit of the Property, the Other Property, and/or property owned by adjacent landowners (hereinafter referred to as "Approval Pequired Changes"), prior to granting approval of the final plat (hereinafter the Preliminary Plat as ~odified by the ~pproval ~equired Changes, together with the completed engineering documents and construction plans pertaining thereto, is referred to as the "Final Plat"). For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the covenants and agreements of the parties herein set forth, the parties hereto do hereby agree as follows: 1. ©bli~tion of Seller to Construct and Install the ~rovements. Subject to the approval of the Governmental-- Authority, Seller covenants and agrees, at Seller's sole cost and expense, to construct and/or install the IFprovements on the Property and the Other Property as depicted on the Preliminary Plat and the construction and installation work pertaining thereto described on Exhibit "F". Upon the approval of the Final Plat by the Governmental Authority and the agreement of Purchaser and Other Purchaser to pay any additional costs pertaining thereto in the manner herein provided, Seller covenants and agrees to construct and install the IFprovements in accordance with the Final Plat. From and after the date hereof, Seller ~hall (a) diligently through the use of its Dest efforts cause to be completed the construction engineering plans pertaining to the Improvements and (b), with any required cooueration of Purchaser and Other Purchaser, seek to procure from the GovernFental ~uthority approval of the Final Plat. It is understood by the parties hereto that Seller shall seek to have the Improvements contemplated by the Preliminary Plat and the Preliminary Costs apuroved as the Final Plat. Uuon each proposed Fodification of the Preliminary Plat required by the ~overnmental Authority --2-- which increases the aggregate construction and installation costs and/or inspection fees charged by the Governmental Authority in excess of the aggregate ameunt of the Preliminary Costs, Seller shall promptly provide Purchaser and Cther Purchaser with an itemized and detailed explanation thereof (hereinafter referred to as an "Increased Cost Notice"). Purchaser and Other · Purchaser shall, within one hundred twenty (]20) days after delivery cf an Increased Cost Notice, either (i) agree to pay the amount of the additional costs, (ii) accept the Property and the Other Property in the present condition thereof and not require Seller to construct and install the Improvements, or (iii) modify further the Final Plat to the satisfaction of Purchaser, Cther Purchaser, Seller, and the Governmental Authority. The failure of Purchaser and Other Furchaser to respond to Seller within the aforesaid one hundred twenty (120) days shall be deemed to be an election by Purchaser and Other Purchaser to accept the Property and the Other Property in the present condition thereof. Upon the agreement of Purchaser and Cther Purchaser to pay the additional costs specified in an Increased Cost Notice as provided in the iF~ediately preceding sentence (hereinafter referred to as an "~greed Cost Increase") or to accept the Property and the Other Property in the present condition thereof, the purchase prices of the Property and the Other Property shall be adjusted in the wanner provided in Paragraph 5 hereof. From and after the date of the approval of the Final Plat, the term "ImproveFents" used hereinafter shall, unless expressly stated otherwise, mean the Improvements as reflected on the Final Plat and the aggregate amount Seller shall be obligated to expend therefor shall be an amount uF to the full aFount of the Preliminary Costs, plus the aggregate a~ount of the Agreed Cost Increases, with the purchase prices of the Property and the Other Property being increased by the aKcunt of any Agreed Cost Increases, as herein provided. 2. ~oad Dedications and Fasements for Utilities. For Ten Dollars ($10) cash in hand paid and no additional consideration, each of Purchaser and Other Purchaser agree (a) to dedicate promptly upon a request therefor and the delivery to Purchaser and Other Purchaser of the written documentation pertaining thereto the portions of the Property and the Other Property required by the Governmental Authority to enable Seller to construct and in- stall the Improvements on the Property and the Other Property and (b) to grant to or as directed by Seller promptly upon a request therefor and the delivery to Purchaser and Other Purchaser of any written documentation pertaining thereto appropriate easements reasonably required for the installation and utilization on the Property and the Other Property of the Improvements. 3. Cooperation of Parties. Seller, Purchaser, and Other Purchaser each hereby agree to cooperate fully with each other in obtaining the necessary consents and approvals required to obtain approval of 'the Final Plat by the Governmental Authority and for the construction and the installation of the ImproveFents, at no additional cost than provided for herein. Purchaser and Other Purchaser hereby designate Seller as the agent and represent- ative of Purchaser and Other Purchaser in seeking approval of the Final Plat. Purchsser, Other Purchaser, and their agents, employees, successors, and assigns shall not contest or interfere in any way whatsoever with Seller's efforts to obtain approval of the Final Plat and/or with the construction and installation of the I~prove~ents, and shall cooperate fully with Seller in such activities, provided, however, that, except as otherwise provided in this Agreement, Purchaser and Cther Purchaser shall -3- not be obligated to incur any costs or expenses in connection therewith. 4. Credits on the Note. (a) Credits U~on Failure to Time]¥_~ete the Im~rovexen~-'-~er h£reby covenants and agrees that in ~e' event Seller fails to complete the construction and installation cf the I~roveFents in the wanner and as provided for herein prior to the expiration of the Improvements Completion Period, Seller shall i~mediately credit the principal balances of the Notes in an amount equal to fifty percent (50%) of the unpaid principal balances thereof. The reduction of the principal amounts of the Notes and the repayment of any unearned interest thereon, including reasonable attorney's fees and other costs and expenses incurred to recover sa~e, shall be the sole reFedy of Purchaser, Other Purchaser, and their heirs, successors, and assigns, upon a default by Seller hereunder, and Seller shall have no further obligation to construct and install the Improvements. (b) Credits U~on Seller's MuniciDal Utility District ReixburseFents. Pursuant to 5%5B &~%I~i%A' notes to be issued upon the completion of the construction and installation of the Improvements by the Coppell Municipal Utility District (hereinafter referred to as the "EUD District"), the EUD District is obligated to reimburse a portion of the construction and installation costs of the Ixprovements (hereinafter referred to as the "Mud BeiFburse~ents") upon receipt by the MUD District of adequate revenues within a four (4) year period after completion of the construction and installation of the I~prove~ents. Immediately upon Seller's receipt of each of the MUD Reimbursements, Seller shall credit the principal balances of the Notes in an amount equal to the axount of the MUD Reimbursements. In the event the MUD Rei~burseFents are disbursed, to Purchaser and Other Purchaser, Purchaser and Other Purchaser agree to immediately prepay such amounts (exclusive of any amount which by reason of any such prepayment shall result in there re~aining previously paid but unearned interest on the Notes) on the unpaid principal balances of the Notes. 5. Adjustment tc Purchase Prices. ~lthough the approval of the Fin~-~lat has not been obtained as of the date hereof, the parties desire to clcse the sa]es and purchases of the Property and the Other Property and, if necessary, adjust the purchase prices therefor upon the completion of the construction and installation of the IFprove~ents in accordance with the Final Plat (it keing understood that increases and decreases in the purchase prices shall be netted before the implementation thereof as hereinafter provided) as follcw£: (a) Reductions In Purchase Prices Attributable to Feduction in ~ount %~-~' Preliminary Ccsts. It is agreed 5etween the parties that reductions of the purchase prices for the Property and the Other Property shall be granted by Seller to cover reductions in the a~ount of the Preliminary Costs, as adjusted for all Agreed Cost Increases, occasioned by: (i) Reduction and/or elimination of the quantities and/or dimensions of the Improvements -4- from the depictions thereof on the Preliminary Plat and descriptions thereof on Exhibit "F", with the amounts of such reductions to be cal- culated based upon the amounts set forth there- for on Fxhibit "F": and/or (ii) The amount by which actual expenditures by Seller for contingencies, including contingencies established in any Agreed Cost Increases, do not aggregate the amount included for contingencies in the Preliminary Costs, plus any contingencies estab- lished in any ~greed Cost Increases. In this connection, the reduction, if any, will be calculated by deducting the total amount expended by Seller in constructing and installing the Improvements for contingencies from the a~ount included for contingencies in the Preliminary Costs set forth on Fxhibit "F", as adjusted for all Agreed Cost Increases (including any contingencies established in any Agreed Cost Increases). The amount of such difference, if any, up to the total amount set forth for contingencies on Exhibit "F", as adjusted for all ~greed Cost Increases (]~IS~ing any contingencies established in any ~greed Cost Increases), shall be credited to the purchase prices of the Property and the Other Property in the manner provided in Paragraph 6 hereof. The amount of the purchase price reductions to be granted pursuant to this Paragraph 5(a) shall be calculated and determined by the engineer engaged to design and supervise the construction and installation of the Improvements. (b) ~~_~_3~. ~mount of the Inspection Fees. Upon decreases or increases in the amount of the inspection fees charged by the Governmental Authority from the amount set forth in the Preliminary Costs for such fees, the purchase prices for the Property and the Other Property shall ke reduced or increased ky an amount equal to the difference between the actual fees charged by the Governmenal Authority and the estimated amount included in the Preliminary Costs. (c) ~educticn in Purchase Prices u~on Election to ~cce~t Pro~}~y and Other Pro~. in Present Condition. Notwithstanding anything in this Agreement to the contrary and as provided in Paragraph 1 hereinabove, at any time prior to commencement of the construction and installation of the Improvements, Purchaser and Other Purchaser may elect to accept the Property and the Other Property in the present condition thereof, and upon such acceptance the [urchase prices for the Property and the Other Property shall ke reduced by the amount of the Preliminary Costs, less any costs and expenses actually expended or for which Seller became contractually obligated [rior to the delivery to £e]]er of ~ritten notice of such election of Purchaser and Cther Purchaser tc acce[t the Pro[erty and the Other FroFerty in its present condition for engineering and other costs and expenses directly related to the construction and installation of the Improvements and the design therefor. -5- (d) Increase in Purchase Prices. Upon the acceptance by Purchaser and Other Purchaser of an Agreed Cost Increase in accordance with the.provisions of Paragraph 1 hereinabove, the purchase prices of the Property and the Other Property shall be increased by the amount of all Agreed Cost Increases. 6. ~lementation of Credits on the Notes and Adjustments to Purchase Prices. (a) Allocation A~_~p~ and Other Pro~. With regard to any credits on the Notes and/or adjustments to the purchase prices for the Property and the Other Property pursuant to this Agreement, any such credits and/or adjustments attributable thereto shall be made 17.14% to the Property and 82.~6% to the Other Property. With regard to the Property, the credits and/or adjustments attributable thereto shall be allocated 49.65% to Tract A, 19.~6% to Tract B, and 30.49% to Tract C. (b) Effective Date of Purchase Price_~Qustments. Any credits on the Notes occasioned by Seller's failure to complete the construction and installation of the Improvements prior to the expiration of the Improvements Completion Period shall be given i~mediately upon the expiration of the Improvements Completion Period effective as of the date of the exuiration of the Improvements Completion Period. Any credits on the Notes occasioned by Seller's receipt of MUD Reimbursements shall be given immediately upon Seller's receipt of the ~UD Reimbursements effective as of the date of receipt thereof. Any reductions of purchase prices of the Property and the Other Property required pursuant to Paragraphs 5(a) and/or 5(b) herein- above shall be made on the date that construction and installation of the Improvements are completed in accordance with the Final Plat effective as of the effective dates of the Notes. Any increases of purchase prices of the Property and the Other Property required pursuant to Paragraphs 5(b) and/or 5(d) hereinabove shall be made on the date that construction and installation of the Improvements are completed in accordance with the Final Plat effective as of the date or dates the related additional costs are expended by Seller. ~ny adjustments of the purchase prices of the Property and the Other Property required upon the acceptance by Purchaser and Other Purchaser of the Property and the Other Property in the present condition therefor shall be made on the date that Purchaser and Other Purchaser so elect to accept the Property and the Cther Property effective as of the effective dates of the Notes. All adjustments of purchase prices shall be made by reamortizing the recalculated principal balances of the Notes over the payment periods therein provided. (c) Effective Dates of Interest Prorations. In connection with any credits made on the Notes in accordance with Paragraph 4 hereinabcve, interest shall be prorated effective as of the date that the credits are granted and ali ~re~aid interest which ~ay have ~reviously been ~aid on the Notes but which is deemed unearned as a result of the reduction in the principal balances of the Notes shall be refunded immediately to Purchaser and Other Purchaser and ~nterest to accrue on the Notes thereafter shall be calculated on the revised principal balances of the Notes. With regard to reductions of the purchase prices of the Property and the Other Property pursuant to Paragraphs 5(a), -6- 5(b), and/or 5(c), interest to accrue on the Notes shall be prorated as of the effective dates of the Notes, as the case may be with regard thereto, and interest which accrued on the Notes and was previously paid thereon from the date of execution thereof and all prepaid interest existing as of the date adjustments of the purchase prices of the Property and the Other Property are made but which is deemed unearned as a result of the reduction of the principal balances thereof shall be immediately refunded to Purchaser and Other Purchaser. In connection with increases of the purchase prices of the Property and the Other Property pursuant to Paragraphs 5(b) and/or 5(d), interest to accrue on the Notes shall be prorated as of the date that construction and installation of the Improvements are completed in accordance with the Final Plat effective as of the date or dates the related addi- tional costs are expended by Seller, and interest which previously accrued and interest which is to be paid as prepaid interest under the recalculated purchase prices shall be paid immediately to Seller and interest to accrue on the Notes thereafter shall be recalculated based upon the increased principal balances of the Notes. (d) DocuFentation. Upon the granting of the credits or the Faking of the adjustments contemplated in this Paragraph 6, Seller, Purchaser, and Other Purchaser shall immediately execute and record appropriate modification agreements setting forth the revised principal amounts of the Notes and payment terms therefor and reducing or increasing the partial release prices designated in the deeds of trust securing the Notes in the same proportion that the principal balances of the Notes are reduced or increased. For example, if the principal balance of a Note is reduced by ten percent (10%), the 'partial re]ease price set forth in the deed of trust securing the NQte shall be reduced by ten percent (10%). Seller, Purchaser, and Other Purchaser further agree to cooperate with each other and execute any and all documents reasonably required with regard to any owner's or mortgagee's title insurance policy endorsements occasioned by changes in the purchase prices of the Property and the Other Property effected pursuant to this Paragraph 6. 7. ~rovements Completion Period. Provided that approval of the Final Plat is obtained, Seller covenants and agrees that the Imprcvements shall be constructed and installed and completed and ready for use upon the expiration of twenty-four (24) months from the date of the purchase of the Other Property, subject to any extensions thereof as hereinafter provided in this Paragraph 7. The Improvements shall be deemed completed and ready for use for purposes of this Agreement when the I~provements are completed in accordance with the Final Plat. To the extent that Seller's ccmpletion of the construction and installation of the I~provements is delayed or interrupted for any of the following reasons: (a) delay of Purchaser or Other Purchaser in responding to an Increased Cost Notice beyond the first sixty (60) days of the one hundred twenty (120) day period specified in Paragraph 2 hereina~ove, (b) delay of Purchaser or Other Purchaser in Faking dedications of or grants across portions of the Property and the Other Property required for the Improvements upon a request thereof by Seller in the manner provided in Paragraph 2 hereof and beyond the expiration of twenty (20) days after a request therefor, or (c) delays caused by the interference of Purchaser or Other Purchaser or failure of Purchaser or Other Purchaser -7- to cooperate in the manner herein required in Paragraphs 2 and 3 hereof in connection with Seller's obtaining approval of the Final Plat and constructing.and installing the Improvements, the twenty-four (24) month period shall be extended by each such delay (herein the twentyfour [24] month period ~as extended is referred to as the "I~provements Completion Period"). It is further understood and agreed that the Improvements Completion Period will be tolled for: (a) The period of time from the date Seller and/or Purchaser and Other Purchaser, at a public hearing before the planning and zoning commission of the Governmental Authority scheduled in accordance with applicable regulations of the Governmental Authority, request approval of the Final Plat until the date said planning and zoning commission unconditionally approves the Final Plat: and (b) The period of time from the date Seller and/or Purchaser and Other Purchaser, at a public hearing before the city council of the Governmental Authority scheduled in accordance with applicable regulations of the Governmental Authority, request approval of the Final Plat until the date said city council unconditionally approves the Final Plat: and (c) Any period of time Seller and/or Purchaser and Other Purchaser are delayed in obtaining access to the public hearings required pursuant to. subparagraphs (a) and/or (b) imFediately preceding by injunctions or other legal sanctions obtained by any owner of land located immediately adjacent to the Property and/or the Other Property: and (d) Any period of time from the date that Seller delivers to Purchaser and Other Purchaser an Increased Cost Notice.pertaining to the inclusion of any of the E~cluded Improvements in the Final Plat until Purchaser and Other Purchaser respond thereto as provided in Paragraph 1 hereinabove. 8. ~j~ations Bindin~ on Purchaser and Other Purchaser. In all instances under this Agreement where the agreement of Purchaser and Other Purchaser is set forth or the action of Purchaser and Other Purchaser is required, the agreement or action of both Purchaser and Other Purchaser shall be required. 9. ~~_~~. The covenants and agreements of the parties herein set forth shall run with and bind the Property and the Other Property. All of the covenants and agreements of Seller contained in this Agreement shall be binding upon Seller, Seller's successors and assigns, including, without li~.itation, any sub- sequent holder of any of the Notes and the liens securing same, and shall inure to the benefit of, and be enforceable by, Purchaser and Other Purchaser and their heirs, legal re[resentatives, successors, and assigns, and subsequent owners cf the Property or the Other Property or any Fortion thereof. 10. Fulfillment of Obligations b~ Seller. The obligations of Seller hereunder shall be deemed coKpleted and fulfilled when the Improvements have been constructed and installed in accord- ance with the Final Plat, or, in the event Seller fails to complete the construction and installation of the I~provements prior to the expiration of the Improvements Completion Period, upon the granting of the credits on the Notes in accordance with Paragraph 4 hereinabove, or, in the event Purchaser and Other Purchaser elect to accept the Property and the Other Property in the present condition thereof in accordance with Paragraphs 1 and 5(c) hereof, upon the making of such election. At such time, Seller shall have no further liabilities or obligations hereunder and'the parties hereto shall enter into an agreement re]easing Seller from any further liability or obligation hereunder. 11. Notices. All notices required or permitted to be delivered hereunder shall be deemed to be delivered and received, whether actually received or not, when deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the person to whom such notice is re- quired or permitted to be given, at the address which such person has theretofore specified by written notice delivered in accordance herewith. Until changed in accordance herewith, the addresses set below the name of each of the parties hereto are specified as the addresses for the parties. 12. ~3~~ Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. ]3. Entire A~reement. This Agreement contains the entire agreement between the parties hereto relative to all matters covered or intended to be covered hereby. No variations, modifications, or changes herein or hereof shall be binding upon any party hereto unless set forth in a document duly executed by or on behalf of such party. No consent or waiver, express or implied, by any party hereto or of any breach or default by any other party hereto in the performance of such party's obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such other party of the same or any other obligations of such uarty hereunder. 14. Severabili~. If any provision of this Agreement or the application thereof to any perscn or party or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to the other parties or circumstances shall not be affected thereby and shall be enforceable to the greatest extent permitted by law. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date, month, and year first above written. SELLER: SECURE RESOURCES, INC. Address: ~07 Texas American lank Tower Dallas, Texas 75235 (SIGNATURES OF O~'HER PARTIES CONTINUED CN P~GE 10) -9- (CONTINUATION OF SIGNATURES OF PARTIES FROM P~GE 9) PURCHASER: HEP ER T/HENDERSON/~/~ L AL i ~~~iill Lane Dallas, Texas 75229 OTHER PURCHASER: JOSEPH J. TALLAL, JR., TRUSTEE Address: 5/611 Walnut Hill Lane Dallas, Texas 75229 -]0- THE STDTE OF TEXAS § COUNTY OF D~LLAS § THIS INSTPUMENT was acknowledged before me on the _~__~__--day , ....... ,. ~~~ of ~C~RE ~E~OU~CES, INC., a Texa~orporatio~, on behalf of said corporation. CHARMAINE CAMP Public, St,,t~l rex~s .-~ THE STATE OF TEXAS § COUNTY OF DALLAS § THIS INSTRUF~ENT was acknowledged before me on the %7~-~ day /9, of _~~ .... , 19_~_, by JOSEPH J. TALLAL, JR., Partner of HEP~ENDERSON - TALLAL, a Texas general partnership, on behalf of said partnership. Name (print): My Commission Expires: THE STATE CF TEYAS § COUNTY OF DALLAS § acknowle ...... Name (~rint): ~__ ~:y Commission Expires: '~~~% CHARMAINE 6/~P -]1- EXHIBIT "A"' BEING a tract of land situated in the Jessie Moore Survey, Abstract ~o. 968 and the'C.S. Dunnagan. Survey, Abstract No. 1655 in Dallas County, Texas, and being a part of the tract described i~ a deed recorded in Volume 82228, Page 942, Deed Records, Dallas County, Texas, and being more particularly described as follow§: COMMENCING at a 5/8 inch iron rod found for corner in the present North right-of-way line of Bethel Road that is also the Southeast corner of a 11.63 acre tract in the name of C.L. Plumlee; THENCE North 0 degrees 03 minutes 39 seconds West along the east line of said C.L. Plumlee Tract for a distance of 463.46 feet to a 1/2 inch iron rod set for corner; THENCE North 89 degrees 31 minutes 21 seconds West along the north line of said C.L. Plumlee Tract for a distance of 1114.14 feet to a 5/8 inch iron rod found for corner; THENCE North 0 degrees 09 minutes 25 seconds West for a distance of 1636.84 feet to a 3/8 inch iron rod found for corner; THENCE North 0 degrees 03 minutes 17 seconds East for a distance of 1504.05 feet to a 5/8 inch iron rod found for corner; THENCE North 0 degrees 15 minutes 02 seconds West for a distance of 1034.44 feet to the POINT OF BEGINNING; THENCE North 0 degrees 15 minutes 02 seconds West for a distance of 59.40 feet to a 1/4 inch iron rod found for corner; THENCE North 0 degrees 02 minutes 44 seconds West for a distance of 555.16 feet to a 1/2 inch iron rod found for corner; THENCE South 89 degrees 46 minutes 50 seconds East fora distance of 1476.29 feet to a 1/2 inch iron rod set for corner; THENCE South 0 degrees 13 minutes 10 seconds West for a distance of 155.55 feet to the' point of curvature of a curve to the right, having a radius of 1000.00 feet, a tangent of 233.89 feet and an internal angle of 26 degrees 19 minutes 43 seconds; THENCE Southwesterly along said curve for a distance of 459.52 feet to a 1/2 inch iron rod set for corner; THENCE South 89 degrees 34 minutes 18 seconds West for a distance of 1369.59 feet to the POINT OF BEGINNING and CONTAINING 20.183 gross acres (879,167.12 square feet) of land. EXHIBIT "B" PEING a tract of land situated in the W.K. Payne Survey, Abstract No. 1140 the C.S. Dunnagan Survey, Abstract No. 1655, Wnd being a part of the tract described in a deed recorded in Volume 82228, Page 942, Deed Records, Dallas County, Texas, and being more particularly described as follows: COMMENCING at a 5/8 inch iron rod set for corner in'the present · North right-of-way line of Bethel Road that is also the southeast corner of a 11.63 acre tract in the name of C.L. Plumlee: THENCE North 89 degrees 42 minutes 34 seconds East along said ~orth line of £ethel Road for a distance of 13OO.O8 feet to an existing wood post for corner: ~'HENCE South ~9 degrees 12 minutes 06 seconds East for a distance of 32.06 feet to a 5/8 inch iron rod found for corner; THENCE North 0 degrees 07 minutes 35 seconds West for a distance of 2138.72 feet to a 100 "D" nail found for corner; THENCE South 89 degrees 38 minutes 50 seconds West for a distance of 662.63 feet to a 60 "D" nail found for corner: THENCE North 0 degrees 53 minutes 40 seconds East for a distance ~f 784.42 feet to a 5/8 inch iron rod found for corner; THENCE North 0 degrees 09 minutes 51 seconds East for a distance of 668.72 feet to a 5/8 inch iron rod found for corner; THENCE North 0 degrees 54 minutes 43 seconds East for a distance ~f 212.48 feet to a wood post in concrete for corner; THENCE North 86 degrees 03 minutes 46 seconds West for a distance %~-]~.33 feet to a 5/8 inch iron rod found for corner; THENCE North 0 degrees 21 minutes 22 seconds East for a distance of 227.03 feet to the POINT OF BEGINNING; THENCE North 89 degrees 38 minutes 38 seconds West for a distance of 757.77 feet to the point of curvature of a non-tangent curve to the right whose center bears South 75 degrees 04 minutes 10 seconds East, having a radius of 1000.00 feet, a tangent of 201.53 feet and an internal angle of 22 degrees 47 minutes 20 seconds; THENCE Northeasterly along said curve for a distance of 397.74 feet to a 1/2 inch iron rod set for corner; THENCE North 37 degrees 43 minutes 10 seconds East for a distance of 101.11 feet to the point of curvature of a curve to the left, having a radius of 1000.O0 feet, a tangent of 97.E0 feet and an internal angle of 11 degrees ]0 minutes 17 seconds: 5'HENCE Northeasterly along said curve for a distance of 194.98 feet to a 1/2 inch iron rod set for corner: THENCE North 89 degrees 34 minutes ]8 seccnds Fast for a distance of 418.74 feet to a 1/2 inch iron rod set fcr corner; THENCE South O degrees O1 minutes 38 seconds Fast for a distance of 325.02 feet to a 1/2 inch iron rod set for corner: THENCE South 0 degrees 2l minutes 22 seccnds West for a distance ~f 281.80 feet to the POINT OF PFCINNING and CONTAINING 8.415 gross acres (366,553.04 square feet) of ]and. .EXHIBIT "C" BEING a tract of land out of the J.T. Thweatt Survey, Abstract No. 1753 and the S.A. & M.G.R.R. ~Survey, Abstract No. 1439, in Dallas County, Texas, and being a part of the tract described in a deed recorded in Volume 82228, Page 942, Deed Records, Dallas County, Texas, and being more particularly described as follows: CO~4ENCING at an iron rod found for corner in the present North right-of-way line of Bethel Road that is also the southeast corner ufa tract in the name of C.L. Plumlee; THENCE North 89 degrees 42 minutes 34 seconds East along said east line of Bethel School Road for a distance of 523.90 feet to the POINT OF BEGINNING; THENCE North 0 degrees 17 minutes 26 seconds West for a distance of 683.97 feet to the point of curvature of a curve to the right, having a radius of 750.00 feet, a tangent of 142.39 feet and an internal angle of 21 degrees 30 minutes 00 seconds; THENCE Northeasterly along said curve for a distance of 281.43 feet to a 1/2 inch iron rod set for corner; THENCE North 21 degrees 12 minutes 34 seconds East for a distance of 76.93 feet to the point of curvature of a non-tangent curve to the right, whose center bears South 21 degrees 12 minutes 34 seconds West, having a radius of 1000.00 feet, a tangent of 680.88 feet and an internal angle of 68 degrees 30 minutes 00 seconds; said point being on the center line of a proposed 100 foot right-of-way; THENCE Southeasterly along said curve and being on said proposed center line for a distance of 1195.55 feet to a 1/2 inch iron rod set for corner; THENCE South 0 degrees 17 minutes 26 seconds East for 'a distance of 100.01 feet to a 1/2 inch iron rod set for corner; THENCE South 89 degrees 42 minutes 34 seconds West for a distance of 713.88 feet to the POINT OF BEGINNING and CONTAINING 12.948 gross acres (563,997.46 square fe~t) of land. EXHIBIT "D" TPACT A ~EING all that certain tract or parcel of land and out of the Jesse Moore Survey, Abstract No. 968, the William K. Payne Survey, Abstract No. 1140, and the S.A. & M.G. R.P, Survey, Abstract No. 1439: the C.S. Dunnagan Survey, ~bstract No. ]655, and the J.T. Thweatt Survey, Abstract No. 1753 in Dallas County, Texas, and beino a Fart of the tract described in a deed recorded in ¥olu~e 82228, Page 942, Deed Records, Dallas County, Texas, and being more particularly described as follows: ~EGINNING at a 5/8 inch iron rod found for corner 'in the North right-of-way line of Bethel ~oad that is also the southeast corner of a 11.63 acre remainder tract in the name of C.L. Plumlee: THENCE North 0 degrees 03 minutes 39 seconds West for a distance of 463.46 feet to a 5/8 inch iron rod found for corner: THFNCE North 89 degrees 31 minutes 21 seconds West for a distance of 1114.14 feet to a 5/8 inch iron rod found for corner: THENCE North 0 degrees 09 minutes 25 seconds West for a distance of 1636.84 feet to a 5/8 inch iron rod found for corner: THENCE North 0 degrees 03 minutes 17 seconds East for a distance of 1504.05 feet to a 5/8 inch iron rod found for corner: THENCE North 0 degrees ]5 minutes 02 seconds West for a distance of 1034.44 feet to a 1/4 inch iron rod found for corner; THFNCE North 89 degrees 34 minutes 18 seconds East for a distance of 1369.59 feet to a 1/2 inch iron rod set for corner: said point being the point of curvature of a non-tangent curve to the right, whose center bears North 63 degrees 27 minutes 07 seconds West, having a radius of 1000.00 feet and'a tangent of 97.80 feet and a central angle of 11 degrees 10 minutes 17 seconds: · THENCE Southwesterly along said curve for a distance of 194.98 feet to the point of tangency: THENCE South 37 degrees 43 minutes 10 seconds West for a distance of 101.11 feet to a 1/2 inch iron rod set for corner: said point being the point of curvature of a curve to the ]eft, having a radius of 1000.00 feet and a tangent of 201.53 feet and a central angle of 22 degrees 47 minutes 20 seconds: ~HENCE Southwesterly along said curve for a distance of 397.74 feet to the point of tangency: THENCE South ~9 degrees 38 minutes 38 seconds East for a distance of 757.77 feet to a 1/2 inch iron rod found for corner: THENCE South O degrees 21 minutes 22 seconds West for a distance of 227.03 feet to a 5/S inch iron rod found for corner: THFNCE South 86 degrees 03 minutes 46 seconds East for a distance of 19.33 feet to a wood post found for corner; THENCE South 0 degrees 54 ~inut~s 43 seconds West for a distance of 212.48 feet to a 5/8 inch iron rod found for corner: THENCE South 0 degrees 09 minutes 51 seconds West for a distance of 688.72 feet to a 5/8 inch iron rcd found for corner: (continued) THENCE South 0 degrees 53 minutes 40 seconds West for a distance of 784.42 feet to a 60 "D" nail found for corner: THENCE North 89 degrees 38 minutes 50 seconds East for a distance of 662.63 feet to a 100 "D" nail found for corner: THENCE South 0 degrees 07 minutes 35 seconds East for a distance of 2138.72 feet to a 5/8 inCh iron rod found for corner in the north right-of-way line of £ethel Road and in a fence line: THENCE with said right-of-way line, North 89 degrees 12 minutes 06 seconds West for a distance of 32.06 feet to a wood post found for corner: THENCE South 89 degrees 42 minutes 34 seconds West for a distance of 62.30 feet to a 1/2 inch iron rod set for corner; THENCE North 0 degrees 17 minutes 26 seconds West for a distance of 1~.01 feet to the point of curvature of a curve to the left, haying a radius of 1000.00 feet, a tangent of 680.88 feet and a central angle of 68 degrees 30 minutes O0 seconds: THENCE Northwesterly along said curve for a distance of 1195.55 feet to a 1/2 inch iron rod set for corner: said point being the point of tangency: THENCE South 21 degrees 12 minutes 34 seconds West for a distance of 76.93 feet to the point of curvature of a curve to the left, having a radius of 750.00 feet and a tangent of 142.39 feet and a central angle of 21 degrees 30 minutes O0 seconds: THENCE. Southwesterly along said curve for a distance of 28].43 feet to the point of tangency: THENCE South 0 degrees 17 minutes 26 seconds East for a distance of 683.97 feet to a 1/2 inch iron rod set for corner: said point being on the north right-of-way line of Pethel Road: THENCE South 89 degrees 42 minutes 34 seconds West, continuing along Pethel Road for a distance of 523.90 feet to the POINT OF ~EGINNING: CCNTAINING 8,283,387.02 square feet or 190.]60 acres of land. Tract ~EING a tract of ]and situated in the Jessie Foore Survey, Abstract No. 968 and the C.S. Dunnagan Survey, Abstract No. 1655 and being a portion of a tract of land described in Volume 82228, Page 942 to 950, Deed Records, Dallas County, Texas and being more particu- larly described as follows: £EGINNING at a found 5/8 inch iron rod being the Northeasterly corner of said tract described in the deed r6corded in Volu~e 82228, Page 942, Deed Pecords, Dallas County, Texas: THENCE South 0 degrees 49 minutes 34 seconds West for a distance of 90.19 feet to a 5/8 inch iron. rod found for corner; THENCE North 89 degrees 59 minutes 29 seconds West for a distance of 349.86 feet to a 7/8 inch iron pipe set for corner; (Continued) EXHIBIT "D" THENCE South 0 degrees O1 minutes 38 seconds East for a distance of 502.86 feet to a 1/2 inch iron rod set for corner; THENCE South 89 deorees 34'minutes 18 seconds West for a distance of 418.74 feet to a 1/2 inch iron rod set for corner said point being the point of curvature of a curve whose center bears North 63 degrees 27 minutes 07 seconds West, having a radi~s of 1000 feet and a tangent of 233.~9 feet and an internal angle of 26 degrees 19 Finutes 43 seconds: THENCE Northeasterly along said curve for a distance of 459.52 feet to a 1/2 inch iron rod set for corner: THENCE North 0 degrees 13 minutes ]0 seconds East for a distance of 155.55 feet to a ]/2 inch iron rod set for corner: THENCE South 89 degrees 46 minutes 50 seconds East for a distance of 663.62 feet to a 5/8 inch iron rod found for corner: said point being the POINT OF PEGINNING and CONTAINING 5.367 acres of land or 233,782.16 square feet of land. ~. ,/LOT, 1~·' , LOT. I "'" . BLOCK & '/ / ' ·LOCK · . .-'/. w ""LOT. 1-A ' BLOCK A ' ', B~.OCK E ', ', .- BLOCK O " '' LOT, 1 BLOCK F . ' ""~ LOT.d-· LOT.4-& ',BLOCK B BLOCK B LOT. 1 BLOCK l] ILIOE#D ...,O~ [I. JH~ ,~ R Y PLAT FREEPORT NORTH CITY OF COPPELI. DALLA· COUNTY EXHIBIT "F" Nuv~mber 1, 1983 DEVELO~),ff CqSI ESTIPA~ Free,port North Cop~]l, Texas Word Hunt AND GRUBBLNG 18 Acres Right-of-way @ $1000/Acre ~ATER: OFF-SiTE 3,200 L.F. 3 EACH 6 EACH 6 EACH 16" Water Pipe @ $30/LF 16" Gate Valves @ $1000/Each FLre Hydrants @'$1000/Each 6" Gate Valves @ $250/Each $ 18,000 $ 96,000 3,000 6,000 1,500 $ 106,500 ~TER: ON-SITE 1,800 L.F. 1 EACH 8,100- - 9 EACH 35 EACH 35 EACH 16" Water Pipe @ S30/LF 16" Gate Valve @ $1000/Each 12" Water Pipe @ $20/LF 12" Gate Valves @ $500/Each Fire Hydrants @ $1000/Each 6" Gate Valves @ $250/Each -$ 54,000 1,000 162,000 -4,500 35,000 8,750 $ 265,250 ~NITAR~ S~4ER 500 L.F. 3,700 L.F. 5,300 L.F. 20 EACH 1 EACH 12" S~_r Pipe @ $16/LF 10" Sewer Pipe @ $14/LF 8" Sewer Pipe @ $10/LF Fzu~holes @ $1,100/Each Tie into existing @ $500/Each' $ 8,000 51,800 53,000 22,000 500~ $ 135,500 · 237 acres in Fade t~ Novcm~r 1, 1983 C~AS: OFF-SITE 3,000 L.F. 4" Gas Line @ $6.50/LF $ 19~500 GAS: GN-SITE 10,000 L.F. 4" Gas Line @ $6.50/LF $ 65,000 1,500 L.F. 2,600 L.F. 400 L.F. 800 L.F. 400 L.F. 800 L.F. 1,200 L.F. 800 L.F. 700 L.F. 500 L.F. 37 EACH 21" ~ @ $20/I~~ 24" RCP @ $24/LF 27" RCP @ $26/LF 30" RCP @ $29/LF 36" RCP @ $37/LF 42" RCP @ $48/LF 48" RCP ~ $55/LF 54" RCP @ $70/LF 60" ~CP @ $81/LF 66" RCP @ $88/LF 10' Curb Inlets @ $1,600/Each $ 30,000 62,400 10,400 23,200 14,800 38,400 66,000 56,000 56,700 44,000 59{200 $ 461,100 BRANCH LWLPRfTv~ (TRAPEZOIDAL C~P~ & 15 fT. PILOT) 320,000 C.Y. 3,000 S.Y. Excavation @ $1.50/CY Concrete Pilot @ $20/SY $ 480,000 60,000 $ 540,000 pA\rlTqG (ROYAL, NORI~HPO~ & C~FY~VIEW) 47,000 C.Y. 52,250 S.Y. 790 TONS 40,400 S.Y. 8,000 S.Y. Excavation @.$1.50/CY Subgrade Prep. @ $1.80/SY T.~n~ @ SB5/Ton 8" Concrete Paving @ $18/SY 6" Concrete Paving @ $16/SY $ 70,500 94,050 · 67,150 727,200 128,000 $1,086,900 EXHIBIT "F" 237 acres in Coppell Paxas Page t~ee }~_r 8, 1983 ~RIIXiE (FOUR Lk\~ DESIC~,~) I/IMP SLIM Bridge @ $375,000 $ 375,000 Street Lighting @ $250,000 $ 250,000 $ 3,322,750 Cgnstruction Inspection (EstJorated) Contingencies (10%) En9 ~neer ing ~-Water & SS Pro Rata ($400/Acre) -----Bethel Road Pro Rata (Estimated) Filing Fee (Final Plat) $ 110,000 332,275 310,000 94,800 $ 1,036,325 $ 4,359,075 Since Grah~n Associates, Inc. has r~ control over tha costs of labor, materials or equilm~ant, or ovar contractors' matho~s of d~termining prices, or over cu~etitive bidding or market conditions; this estimate is ~ad~ on the basis of our professional experience as a firm familiar with the construction industry and represents our best judga~_nt. We cannot and do not ~rantee t~t proposals, bids, or the project costs will r~t vary fr~n tha c~st estimate prepared ~ Graham ks~ociatas, Inc. EXHIBIT "F" PLEASE RETURN TO: MR. LOREN WEINSTEIN 8330 Meadow Road Suite 114 Dallas, TX 75231