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Development AgreementRECEIVED STATE OF TEXAS § COUNTY OF DALLAS § RECORDS CENTER CiTY OF COPPELL KNOW ALL MEN BY THESE PRESENTS: DEVELOPMENT AGREEMENT This Agreement ("AGREEMENT") is made by and between the City of Coppell, Texas ("CITY"), and the Corporation &the Episcopal Diocese of Dallas ("OWNER"), acting by and through their authorized representatives. WITNESSETH: WHEREAS, OWNER owns the property recorded in Volume 97199, Page 2682, of the Deed Records of Dallas County, Texas, said tract being more partic~arly described by metes and bounds in Exhibit "A" attached hereto an incorporated herein for all purposes ("PROPERTY"); and WHEREAS, OWNER shall grant an easement to the CITY of that certain portion of the PROPERTY more fully described in Exhibit "B" attached hereto and incorporated herein for all purposes ("EASEMENT"); and WHEREAS, CITY desires to construct or cause to be constructed a parking lot ("PARKING LOT"), the location and configuration of which is described in the survey description attached hereto as Exhibit "C" and incorporated herein for all purposes; and WHEREAS, CITY agrees to waive any assessment to the property for the construction of the PARKING LOT to be constructed within the EASEMENT; NOW, THEREFORE, in consideration of the mutual bene~fits and covenants contained herein, and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows: OWNER'S OBLIGATIONS 1. OWNER, without cost to the CITY, shall, by sep~xate instrument, grant an EASEMENT to the CITY for the construction and use of the PARKING LOT, as set forth in Exhibit "B." The EASEMENT shall be for a term of not less tharl twenty-five (25) years. The parties acknowledge that the CITY has no obligation to condemn or pay any sum of money in connection with such EASEMENT for the PARKING LOT. CITY'S OBLIGATIONS 2. As consideration for OWNER's grant of the EASEMENT~ the CITY agrees to design and conslruct or cause to be designed and constructed the PARIONG LOT, as described in Exhibit "C", at a cost of approximately One Hundred Ninety-Two Thousand and No/100 Dollars ($192,000.00). C1TY agrees to commence construction of the PARKING LOT on or about July 1, 2000 and to complete construction no later than Novembe~ 1, 2000. Landscaping and irrigation will be designed and constructed in accordance with current Coppell ordinance requirements for parking lot development. 3. As further consideration for OWTqER's grant of the EASEMENT, the CITY agrees to maintain the PARKING LOT, landscaping and irrigation at CITY ~xpense as long as the CITY is the beneficiary of the EASEMENT. 4. As further consideration of OWNER's grant of the EASEMENT, the CITY agrees to establish hours for the public park adjacent to the PARKING LOT that do not include Sunday before t:00 p.m. and Wednesday after 6:00 p.m. It is understood tt~at individuals may use park facilities at these hours but CITY shall not permit any group activities or reservations during such hours. Further, OWNER will be entitled to a preferential opportunity to reserve the park facilities for a minimum often (10) days a year and OWNER will be entitled to utilize the park facilities for outdoor activities for any school or day care facility operated by OW31ER. 5. The CITY further agrees to use its best effort to obtail~ permanent access, in the approximate location shown on Exhibit C", from the PARKING LOT to the futura extension of Statical Drive located to the north of the PARKING LOT. This access from Starleaf Drive shall be designed as the primary point of public access to the park. 6. The CITY agrees to use its best efforts to construct concession and restroom facilities within the public park will be architecturally compatible with the OWNER's main building. In the event that the OWNER donates building materials, the CITY agrees to incorporate those materials in the design and construction of said facilities. Further, CITY will provide OWNER an opportunity to comment on the master plan and location of the various age appropriate elements within the playground. Nothing contained herein shall be construed to limit, either contractually or legally, the CITY's prerogatives concerning the design and criteria of public property. 7. The CITY specifically acknowledges that it shall have the s{51e liability and responsibility for the construction, maintenance and operation of the PARKINGi LOT. Accordingly, CITY has the duty to defend any claim or cause of action made againsi OWNER for any damage, injury (including death), or other harm arising from the use of the PARKING LOT by any person. The CITY shall have no duty or liability for the defeme of any act of negligence determined by a lxier of fact to be attribntable to OWNER and to b¢ the proximate cause of any damage or injury to any third person from use of the PARKING LOT. Development Agreement - Page 2 SS26694 CITY fur~er agrees to defend, indemnify and hold the OWNER, its officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses (including attorney's fees) for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by the construction, use, occupancy and maintenance of the PARKING LOT. In the event of damages arising from any negligent act, event or omission of the OWNER, CITY shall not be liable for damages. DEFAULT 8. In the event that OWNER prevents the CITY's use and enjoyment of the EASEMENT, OWNER shall reimburse CITY thc costs incurred by CITY in designing and constructing the PARKING LOT. The costs incurred shall be reduced using the stralght4ine depreciation method over a twenty-five (25) for year period. Furthermore, CITY shall have no further duty to maintain the PARKING LOT. COVENANTS 9. The provisions of this AGREEMENT are hereby declared :covenants running with the PROPERTY and are fully binding on all successors, heirs, and assigns of OWNER to who acquire any right, title, or interest in or to the PROPERTY, or any part thereofi Any person who acquires any right, title, or interest in or to the PROPERTY, or any part thereof, thereby agrees and covenants to abide by and fully perform the provisions of this AGREEMENT. 10. This AGREEMENT and the EASEMENT granted by OWNER shall be recorded in the Deed Records of Dallas County, Texas. SEVERABILITY l 1. In the event any section, subsection paragraph, sentence, phrase, or word herein is held invalid, illegal, or unconstitutional, the balance of this AGREEMENT shall stand, shall be enforceable, and shall be read as if the parties intended at all times tO delete said invalid section, subsection, paragraph, sentence, phrase, or word. GOVERNING LAW 12. This AGREEMENT shall be construed under the laws of the State of Texas; and venue for any action under this AGREEMENT shall be in Dallas County, Texas. COUNTERPARTS 13. This AGREEMENT may be executed in any number of counterpart, each of which shall be deemed an original and constitute one and the same instrument. Development ~4greement - Page 3 SS26694 ENTIRE AGREEMENT 14. This AGREEMENT embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporaneous agreements between the parties and relating to the matters in this AGREEMENT, and except as otherwise provided herein cannot be modified without agreement of the parties to be attached to and made a part of this AGREEMENT. RECITALS 15. The determination recited and declared in the preambles to this AGREEMENT are hereby incorporated herein as part of this AGREEMENT. EXHIBITS 16. All exhibits to this AGREEMENT are incorporated herein by reference for all purposes wherever reference is made to the same. NOTICE 17. When notice is permitted or required by this AGREEMENT, it shall be made in writing and shall be deemed delivered when delivered in person or place, postage prepaid, in the United States Mail, certified return receipt requested, and addressed to the parties at the addresses set forth below. To OWNER: Church of the Apostles, Episcopal 322 South MacArthur Coppell, Texas 75019 To CITY: Jim Witt City Manager City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 EXECUTED this (~ ~ day of ,2000. CORPORATION OF ~THE EPISCOPAL Development .4greement - Page 4 ss26694 By: APPRO~F.~: CITY ATTORN~ Development Agreement - Pag~ 5 8826694 GRANTEE'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on the ~$~"~ay of ~, 2000, by Jim Witt, City Manager of the City of Coppell, Texas, a TeXas municipafflty, on behalf of said municipality. My Commission Expires: Development Agreement - Page 6 ss26694 GRANTOR'S ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the ~ day of ~'1 2000, by 'l~t_~J~r.'~0/~ ~2m;44~ , ~-~/.,L td~r~6bt.~ of Corporation of the Episcopal Diocese of Dallas, on ffehalf of said co~rporation. Notary Public, State of Texas- d ' My Commission expires: the Development Agreement - Page 7 SS26694 EXHIBIT "A" PROPERTY EXHIBIT ~A~ ! ! ! ! I : { \ i {t ,l,, · 'l { ii} ,-::. { lit I EXHIBIT "B" EASEMENT Development Agreement - Page 9 SS26694 STATE OF TEXAS § COUNTY OF DALLAS § KNOW ALL MEN BY THESE PRESENTS: EASEMENT AGREEMENT This Agreement ("AGREEMENT") is made by and between the Corporation of the Episcopal Diocese of Dallas ("GRANTOR"), and the City of Coppell, Texas ("GRANTEE"), acting by and through their authorized representatives. WITNESSETH: WHEREAS, GRANTOR owns the property recorded in Volume 97199, Page 2682, of the Deed Records of Dallas County, Texas, said tract being more particularly described by metes and bounds in Exhibit "A" attached hereto and incorporated herein for all purposes ("PREMISES"); and WHEREAS, GRANTEE requests the consent of GRANI~OR to use a portion of the premises more fully described in Exhibit "B" attached hereto and incorporated herein for all purposes ("EASEMENT"); and WHEREAS, GRANTEE shall construct a one hundred ninety-two (192) space paved parking lot on the EASEMENT; NOW, THEREFORE, in consideration of the foregoing and on the terms and conditions set forth herein, and for other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows: 1. ff/a~l/LgLl~fl[g~. GRANTOR grants and conveys to GRANTEE an easement upon and across the EASEMENT for use as a parking lot. 2. T~,pe of Easement. This AGREEMENT grants an easemem appurtenant. The dominant tenement is MacArthur Park, which is more fully described in Eyahibit "C" at~aehed hereto and incorporated herein for all purposes. 3. Puroose. This AGREEMENT, with its rights and privilege, shall be used solely for the purpose of public parking. 4. Term. This AGREEMENT shall commence on the date that the last party executes this AGREEMENT and shall end when the purpose of the AGREl~MENT ceases to exist, the GRANTEE abandons the EASEMENT, or the AGREEMENT becomes impossible o£ performance. 5. Warranty of Title. GRANTOR and GRANTOR's heirs, personal representatives, successors, and assigns are and shall be bound to warrant and forever defend thc EASEMENT and rights conveyed in this AGREEMENT to GRANTEE and GRANTEE's heirs, personal representatives, successors, and assigns, against every person lawfully claiming or to claim all or any part of the interest in the EASEMENT. 6. Non-Exclusive. The EASEMENT fights and privileges granted by this AGREEMENT are non-exclusive, and GRANTOR reserves and retains the right to convey similar fights and easements to such other persons as GRANTOR may deem proper. 7. Indemnification. GRANTEE shall hold harmless, defend,, and indemnify GRANTOR against any suits, liabilities, claims, demands, or damages, including, but not limited to, personal injuries and attorney's fees arising from the GRANTEE's exercise of easement rights conveyed by this AGREEMENT. 8. Reservation of Riehts. GRANTOR retains, reserves, and shall continue to enjoy the use of the surface of the EASEMENT for any and all purposes that do. not interfere with or prevem GRANTEE's use of the EASEMENT. This includes, without limitation, the right to use the surface of the EASEMENT area for parking and other like uses. 9. Entire Agreement. This AGREEMENT contains the entire agreemem between the parties relating to its subject matter. Any oral representations or modifications concerning this AGREEMENT shall be of no force or effect. Any subsequent amendment or modification must be in writing and agreed to by all parties. 10. Attorneg's Fees. If any controversy, claim, or dispute arises relating to this AGREEMENT or its breach, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorney's fees, and costs. 11. Assienment. This AGREEMENT shall bind and inure to the benefit of the respective parties, their personal representatives, successors, and assigns. 12. Legal Construction. This AGREEMENT is governed by the laws of the State of Texas; and venue for any action shall be in Dallas County, Texas. 13. Recitals. The recitals to this AGREEMENT are incorporated herein by reference. 14. Notice. When notice is pcrmittad or required by this AGREEMENT, it shall be in writing and shall be deemed deliverable when delivered in person or place, postage prepaid, in the United States Mail, certified return receipt requested, and addressed to the parties at the addresses set forth below. Either party may designate from time to time another and different address for receipt of notice by giving written notice of such change of address. Easement Agreement - Page 2 SS26689 To GRANTOR: Church of the Apostles, Episcopal 700 E. Sandy Lake, Suite 120 Coppell, Texas 75019 To GRANTEE: Jim Witt City Manager City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 15. Covenants. The provisions of this AGREEMENT are hereby declared covenants running with the land and are fully binding on all successors, heirsi and assigns of GRANTOR who acquires any fight, title, or interest in or to the property or any part thereof. Any person who acquires any right, title, or interest in or to the property, or any pat~ thereof, hereby agrees and covenants to abide by and fully perform the provisions of this AGREEMENT with respect to the right, title, or interest in such property. EXECUTED this day of ,2000. CORPORATION OF THE EPISCOPAL DIOCESE OF DALLAS APPROVED AS TO FORM By: Name: Title: By: ATTORNEY Easement.4greement - Page 3 SS26689 E~C~ED~s , day of ,, 2000 CITY OF COPPELL, TEXAS ATTEST: By: , JIM WITT, CITY MANAGER By: CITY SECRETARY APPROVED AS TO FORM By: CITY ATTORNEY Easement Agreement - Page 4 ss26689 GRANTEE'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on the , day of , 2000, by Jim Witt, City Manager of the City of Coppell, Texas, a TeXas municipality, on behalf of said municipality. My Commission Expires: Notary Public, ~tate of Texas Easement Agreement - Page 5 ss26680 GRANTOR'S ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF DALLAS This instrumem was acknowledged before me on the day of 2000, by , , Corporation of the Episcopal Diocese of Dallas, on behalf of said corPoration. of the My Commission expires: Notary Public, State of Texas Easement Agreement - Page 6 SS26689 EXHIBIT "A" PREMISES [Metes and bounds description of land that permitted improvements will be constructed on.] EXHIBIT "B" EASEMENT EXmBIT "C" MacARTHUR PARK [Description.] EXHIBIT "C" PARKING LOT Development Agreement - Page 10 ss26694 EXHIBIT "C'