RE 2008-1002.1A RESOLUTION OF THE CITY OF COPPELL, TEXAS
RESOLUTION NO. / O a Z . I
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL,
TEXAS, APPROVING THE TERMS AND CONDITIONS OF THE
SETTLEMENT AGREEMENT, WITH ALL OF THE EXHIBITS
THERETO, BY AND AMONG THE BILLINGSLEY DEVELOPMENT
CORPORATION, ACTING IN ITS CAPACITY AS DULY AUTHORIZED
MANAGER AND AGENT FOR CB PARKWAY BUSINESS CENTER VI,
LTD. AND TRAMMELL CROW COMPANY NO. 43, LTD., THE COPPELL
INDEPENDENT SCHOOL DISTRICT, AND THE CITY OF COPPELL,
WHICH IS ATTACHED HERETO AND INCORPORATED HEREIN AS
EXHIBIT 1, AND AUTHORIZING THE MAYOR AND/OR CITY
MANAGER TO EXECUTE THE SAME; AUTHORIZING THE
ACQUISITION OF 615.0583 ACRES, MORE OR LESS, OF REAL
PROPERTY AS DESCRIBED THEREIN, APPROVING THE TERMS AND
CONDITIONS OF THE CONTRACT OF PURCHASE AND SALE IN LIEU
OF EMINENT DOMAIN, AND ANY EXHIBITS THERETO, WHICH IS
ATTACHED HERETO AND INCORPORATED HEREIN AS AN EXHIBIT
TO EXHIBIT 1, AND AUTHORIZING THE MAYOR AND/OR CITY
MANAGER TO EXECUTE SUCH CONTRACT; AUTHORIZING THE
MAYOR AND/OR CITY MANAGER TO EXECUTE THE WATER
PURCHASE AGREEMENT, WHICH IS ATTACHED HERETO AND
INCORPORATED HEREIN AS AN EXHIBIT TO EXHIBIT 1;
AUTHORIZING THE CITY ATTORNEY AND/OR SPECIAL LEGAL
COUNSEL TO FILE ALL DOCUMENTS- NECESSARY FOR THE
DISMISSAL OF ALL LITIGATION AND APPEALS BY AND BETWEEN
THE PARTIES; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Billingsley Development Corporation (hereinafter, "Developer"), acting in
its capacity as duly authorized manager and agent for CB Parkway Business Center VI, Ltd. and
Trammell Crow Company No. 43, Ltd. (hereinafter, "Developer's Affiliates"), the Coppell
Independent School District (hereinafter, "CISD"), and the City of Coppell (hereinafter, "City")
(collectively referred to as "the Parties") are parties to litigation and appeals arising out of the
City's and CISD's finding and determining that a public use, purpose and necessity exists for the
acquisition of a portion of the Developer's Affiliates' property located in Dallas County, Texas
(hereinafter, "Property"); and
WHEREAS, on or about November 21, 2005, the City filed its Original Statement in
Condemnation in County Court at Law No. 3 of Dallas County, Texas styled City of Coppell,
Texas v. CB Parkway Business Center VI, Ltd. and Trammell Crow Company No. 43, Ltd., Cause
No. CC -05-15940-c (the "City Condemnation"), in which the City sought to condemn
approximately 71.59 acres of land out of the Property; and,
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WHEREAS, on March 21, 2006 CB Parkway Business Center VI, Ltd. and Trammell
Crow Company No. 43, Ltd. fled a Petition, in County Court at Law No. 3 of Dallas County,
Texas under Cause No. CC -06-03561—c against the City of Coppell and its City Council
Members alleging the City of Coppell's use of eminent domain to acquire Plaintiffs' land
constitutes legal fraud and abuse of process and on September 13, 2006, CB Parkway filed its
First Amended Petition which was removed to the United States District Court for the Northern
District of Texas, Dallas Division, under Civil Action No. 3-08CV0753-N, where the matter (the
"Federal Court Action") has been abated and will be dismissed subject to the terms of this
Settlement; and,
WHEREAS, on June 2, 2006, the City filed a Petition in the 101st District Court of
Dallas County under Cause no. 06-05249-E for Declaratory Judgment and Injunction against CB
Parkway Business Center VI, Ltd. and Trammell Crow Company No. 43, Ltd. seeking a
declaration the City of Dallas' zoning designation for the 2004 Property is invalid and
subsequently on September 20, 2006 the matter was transferred to County Court at Law No. 3,
Dallas County, under Cause No. CC -07-02203-C where the matter remains pending; and
WHEREAS, on or about March 5, 2007 the trial court in the City condemnation
proceeding granted Pleas to Jurisdiction filed by CB Parkway Business Center VI, Ltd. and
Trammell Crow Company No. 43, Ltd. and the City of Dallas and dismissed the proceeding and
by separate Order dated November 15, 2007 awarded CB Parkway attorneys fees and expenses;
and,
WHEREAS, the City appealed the trial court's March 5, 2007 order dismissing the
condemnation proceeding and appealed the trial court's November 15, 2007 Order awarding CB
Parkway Business Center VI, Ltd. and Trammell Crow Company No. 43, Ltd. attorneys fees and
expenses and is currently pending in -Cause No. 05 -07 -00331 -CV in the Court of Appeals for the
Fifth District of Texas; and
WHEREAS, the foregoing suits and appeals are referred to collectively herein as the
"Pending Litigation"; and,
WHEREAS, City has indicated that conditioned on the terms of the Settlement
Agreement and all of the exhibits thereto, which is attached hereto and incorporated herein as
Exhibit 1, City is willing to purchase certain tracts out of the Developer's Affiliates' Properties,
in lieu of condemning the Properties which are the subject of the Pending Litigation; and,
WHEREAS, Developer has indicated, on its part and on behalf of its affiliates involved
in ownership of the Properties, that in order to avoid the delay, uncertainty, and expense
associated with eminent domain proceedings, it would agree to sell such tracts to City, on the
terms set forth in the Settlement Agreement, subject to settlement and dismissal of the Pending
Litigation; and
WHEREAS, the Parties, in order to avoid the expenses and uncertainty of litigation,
have reached a compromise of certain portions of the Pending Litigation between Parties; and
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WHEREAS, on or about September 2, 2008, the Coppell City Council approved entry by
the City into a settlement of the Pending Litigation involving City as described in the Statement
of Settlement Terms; and
WHEREAS, the City Council has determined and hereby finds that the terms and
conditions of the Settlement Agreement by and between the Parties, with all of the exhibits thereto,
which is attached hereto and incorporated herein as Exhibit 1, are hereby approved and authorizes
the mayor and/or city manager to execute the same; and,
WHEREAS, the City Council further finds that the acquisition of property and the terms
and conditions of the Contract of Purchase and Sale in Lieu of Eminent Domain, and all exhibits
thereto, which is attached hereto and incorporated herein as an exhibit to Exhibit 1, is hereby
approved and that the mayor and/or city manager is hereby authorized to execute said Contract,
subject to minor changes which are permitted in order to close on the purchase of said property; and
WHEREAS, the City Council hereby authorizing the City Attorney and/or Special Legal
Counsel to file all documents necessary for the dismissal of all Pending Litigation as defined herein.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF COPPELL, TEXAS, AS FOLLOWS:
SECTION 1. That the terms and conditions of the Settlement Agreement by and between
the Parties, with all of the exhibits thereto, which is attached hereto and incorporated herein as
Exhibit 1, are hereby approved for the purposes recited therein and the mayor and/or city manager
are hereby authorized to execute the same for and on behalf of the City of Coppell, Texas.
SECTION 2. That the acquisition of 615.0583 acres + of real property under the terms and
conditions of the Contract of Purchase and Sale in Lieu of Eminent Domain, and all exhibits thereto,
which are contained within Exhibit 1, are hereby approved and that the mayor and/or city manager
are hereby authorized to execute said the Purchase Agreement, closing documents and other
appropriate documents necessary to acquire such property for and on behalf of the City of Coppell,
Texas.
SECTION 3. That the mayor and/or city manager are hereby authorized to execute the
Northlake Water Supply Planning Agreement, which is attached hereto as an exhibit to Exhibit 1.
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SECTION 4. That the City Attorney and/or Special Legal Counsel is hereby authorized to
file all documents necessary for the dismissal of the pending litigation as defined herein against
Billingsley Development Corporation, CB Parkway Business Center VI, Ltd. and Trammell
Crow Company No. 43, Ltd.
SECTION 5. That the Mayor is hereby authorized to execute this Resolution for the
Purposes recited herein for and on behalf of the City of Coppell, Texas.
SECTION 6. That this Resolution shall take effect immediately from and after its passage
as the law and charter in such cases provide.
DULY PASSED by the City Council of the City of Coppell, Texas, this the
t4' day of
2008. n
ATTEST:
LIBB BAL TY SECRETARY
AS O FORM -
ROBERT E. HAGER, C T TTORNEY
(REH/cdb I0I /tl
4
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EXHIBIT 1
(Insert Settlement Agreement w/Exhibits here)
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