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ST1002-CS090722 (11/21/2011) Ken Griffin - Fwd: CSE documentsPage 1 From: Mindi Hurley To: Griffin, Ken; Sieb, Gary; Steer, Matt Date: 7/22/2009 2:58 PM Subject: Fwd: CSE documents Attachments: 2Coppell_CSE_Commercial_Real_Estate_Eco_Devo_Agreement29153.doc; 2KBL_Redline_7_6_08_CSE_Coppell_EDF_Purchase_Option_Agreement29147.doc; Coppell_CSE_Shared_Parking_Agreement[1].DOC Here are Pete's revisions. Can you all meet sometime on Thursday or Friday to discuss these changes and questions? I know we are meeting with Guillermo at 2:00 tomorrow. I'm not sure how long that meeting will last, but could you all hang around afterwards to discuss these documents? Or would Friday be better? I think it is going to be impossible for Jeff Fink to review and get back to us in time for the Council meeting on Tuesday, but we can try? Clay doesn't want to send them to Jeff Fink until we are all in agreement on this stuff so I think we need to meet. Mindi Hurley Economic Development Coordinator City of Coppell 255 Parkway Blvd. Coppell, TX 75019 (972) 304-3677 (972) 304-3673 (fax) www.ci.coppell.tx.us >>> Pete Smith <Psmith@njdhs.com> >>> Mindi Attached are the requested revised agreements. We have some questions. Pleased review asap and call my cell to discuss. I have a meeting from 1-3 today. Shared Parking Agreement Economic Development Agreement We made most of the requested changes to the Economic Development Agreement which has been renamed Economic Development and Public Infrastructure Purchase Agreement. Please review the yellow high lighted areas. I changed more of the references to Public Work to Public Infrastructure since the Company is constructing the Public Infrastructure and not the Public Work since Public Work includes the Public Infrastructure and the City Facilities ( Town Square). Does Engineering Services include the city facilities and what about the Public Infrastructure? Where are the engineering services for the Public Infrastructure? Section 3.1 deals with the engineering services for the Private Infrastructure and Public Work (the city facilities but the definition does not include the Public Infrastructure) yet section 3.1 and the definition of Public Engineering Costs deal with city facilities Private Infrastructure. Is engineering services for the city facilities (the town square)? Where is engineering services for public infrastructure-should city facilities be public work or public infrastructure? Are the Project Engineers for both the private and public infrastructure? Public Engineering Costs is defined as the portion of the Engineering Costs for the city facilities and does not include the Public Infrastructure. Has the Public Infrastructure already been done? Option Agreement (11/21/2011) Ken Griffin - Fwd: CSE documentsPage 2 We made most of the changes except as noted herein and corrected typos and grammar. We did not add the requested language to the definition of Event of Bankruptcy. The additional language is not acceptable and unnecessary. Are you ok with the definition of Expiration date being 7th anniversary of completion of the Public Infrastructure rather than 7th anniversary date of the date of execution of the agreement? What happened to the restriction agreement that restricts the Company to develop the Land? Does the City or the CEDF not want any option to repurchase? Why is it ok to delete the right to terminate in former section 2.3 if company fails to exercise the option for phase one? Some of these questions are intended to refresh the parties and counsel as to the current deal. Why are we listing specific title exceptions in exhibit B? Is there a title commitment already? Section 4.2 why is the CEDF not allowed to recover damages in event of termination by the CEDF for an uncured default of the Option? Section 4.3 why is the CEDF allowed to seek specific performance and to recover liquidated damages. It should be one or the other AND NOT BOTH. Why is company allowed to recover all direct costs plus 8% interest? Interest rate is high should be prime plus xx not to exceed 8%. So does the company get back its option fee paid to date plus liquidated damages equal to option fee less $50,000? Section 6.3 assignment we did not delete (1) as the CEDF and City want notice if the company is in default with its lender. Did not add the new language to (2) as why would you allow the financial institution to set in for the Company and have right to purchase but no obligation to construct the Project. Where is the guarantee that the successor entity will complete the Project? Section 6.3 (b) we added new entity assumes the obligations in writing in a form approved by the CEDF. Estoppel leter is ok in new section 6.4 Why is objectionable for attorney fees provision in the Option but not in the Economic Development and Public Infrastructure Agreement? Not sure why they do not want the option recorded. It should be recorded. Left the notary acknowledgments which are needed in order to record the instrument. We added Exhibit B permitted exceptions. If there is a title commitment please forward to us. Purchase Agreement between the City and CEDF We will prepare an agreement for the transfer of the Land from the City to the CEDF. This document should not be subject to the review and approval of the Company. We have waited until the parties came to agreement so we could correctly structure the transfer from the City to the CEDF. We need to decide whether to transfer all of the Land to the CEDF or do it as the Company exercise the Option(s). It would be better to transfer each time the Company exercise an option to ensure that the land remains property tax exempt.