ST1002-CS100720
(10/14/2011) Keith Marvin - Fwd: FW: Coppell ProjectPage 1
From:
Mindi Hurley
To:
klaughlin@njdhs.com; Phillips, Clay; psmith@njdhs.com
CC:
Griffin, Ken; Marvin, Keith; Reid, Brad; Sieb, Gary; Steer, Matt
Date:
7/20/2010 4:38 PM
Subject:
Fwd: FW: Coppell Project
Attachments:
Development Agreement - City Draft 6-8-10 - RL.doc; Option Agreement - City Draft 6-8-
10 - RL.doc; Shared Parking Agreeement (City7-12-10 redline of CSE 4-15-10 draft) - RL.doc
Here are their revisions to the last set of documents we sent them. Please look these over and let me
know any issues you have with the changes they made.
Pete and Kevin, we might need to sit down and discuss some of these changes based on the fact that
they changed some of the things we very specifically added last time (i.e. the reimbursement of the
$50,000, etc.). Please let me know your thoughts.
Mindi Hurley
Economic Development Coordinator
City of Coppell
255 Parkway Blvd.
Coppell, TX 75019
(972) 304-3677
(972) 304-3673 (fax)
mhurley@coppelltx.gov
www.coppelltx.gov
>>> "Jeff Fink" <jfink@applenorrisfink.com> 7/20/2010 4:25 PM >>>
Mindi, at the request of CSE Development, attached please find revised
versions of the Development Agreement, Option Agreement and Shared
Parking Agreement. The documents have all been red-lined to show changes
made from the most recent City drafts. We thought it would be helpful to
explain some of the changes in greater detail so that we can hopefully
reach a prompt resolution of the remaining outstanding issues.
A. Development Agreement:
1. Definition of "Covenants" - Due to the desire to get input and
approval from the residential developer and project lender, CSE proposes
that the Covenants be drafted and approved during the Inspection Period.
Note that City approval is a condition to the right of CSE to purchase
the Phase One Land (See new Section 2.2(d) of the Option Agreement).
2. Section 6.8 - After further consideration, it seemed to make more
sense to have the City be responsible for the maintenance and repair of
parking areas and sidewalks located on public land (including those
portions paid for by CSE as part of of the Private Infrastructure). CSE
does not believe the purchasers of lots will be willing to absorb this
cost when the parking is not dedicated for private use.
3. Section 7.6 - CSE cannot agree to open-ended uses such as "public
recreational areas" or "public buildings" that might adversely impact
the remainder of the project. CSE is willing to consider other specific
approved uses.
B. Option Agreement
(10/14/2011) Keith Marvin - Fwd: FW: Coppell ProjectPage 2
1. Section 2.4 - CSE requests 30 days from the end of the Inspection
Period to exercise the option on the Phase One Land in order to have a
reasonable amount of time to satisfy City and expected lender
requirements for exercise of the option.
2. Section 3.2(c) - CSE has never agreed to forfeit the initial $50,000
deposit if the City is unable to provide title in an acceptable state
for development. In addition, CSE believes that it is a fair request and
a likely condition of any lender for CSE to recover a pro rata share of
its costs, including payments for the private infrastructure and utility
work, if an affirmative action by the City post-closing of the Phase One
Land causes CSE to terminate the Option Agreement due to a title defect.
Due to the large sums which will have been expended by CSE at this
stage, they cannot be put into a position of walking away from that
investment with nothing more than a pro rata return of the deposit.
3. Section 4.3(b) - Same reasoning as Section 3.2(c). CSE needs the
ability to recover sunk costs if the project is terminated due to a city
default.
C. Shared Parking Agreement
1. Section 3.1 - Makes clear that the City will allow the inclusion of
the public parking areas for the purpose of satisfying the minimum
parking requirements for the project.
2. Section 3.7 - Buyers purchasing lots in the project will want and
need assurances that the parking availability will not be materially
changed or reduced.
3. Section 3.8 - Confirms City responsibility for maintenance of the
public parking areas and sidewalks consistent with the Development
Agreement.
4. Section 5.1(b) - Confirms that the parking agreement will remain in
effect with respect to lots already purchased pursuant to the Option
Agreement. A complete termination of the agreement will likely eliminate
any ability to sell lots since the buyer will have no assurances on
available parking and satisfaction of minimum parking requirements.
My client and I would be happy to meet with City staff and legal counsel
if needed to discuss these issues and provide further clarification of
the need for these changes. Please let us know how you would like to
proceed from here. Thanks.
Jeff Fink
Apple Norris & Fink, L.L.P.
735 Plaza Boulevard, Suite 200
Coppell, Texas 75019
Phone: (972) 315-1900 x232
Fax: (972) 315-1955
www.applenorrisfink.com <http://www.applenorrisfink.com/>
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