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Town Center L1B1-CN 950421 SECOND AMENDMENT TO CONTRACT OF SALE This Second Amendment to Contract of Sale ("Second Amendment") is made and entered into, by and between The Parks of Coppell Trust (the "Trust"), a Texas trust, and the City of Coppell (the "City"), a municipal corporation and political subdivision of the State of Texas. RECITALS WHEREAS, on December 30, 1982, the Parks of Coppell Joint Venture II CPCJV II") and the City entered into the Original Agreement (hereinafter defined); and WHEREAS, on January 27, 1987, PCJV II and the City entered into the First Amendment (hereinafter defined); and WHEREAS, the Trust is the successor to the rights of PCJV II under the Existing Agreement (hereinafter defined) insofar as the Existing Agreement affects the Trust Lands (hereinafter defined); and WHEREAS, the City Planning and Zoning Commission recommended denial of a Special Use Permit for a restaurant for the "Wendy's Site" (hereinafter defined); and WHEREAS, the City Council denied the request for a Special Use Permit for the Wendy's Site after receiving the recommendation from the Planning and Zoning Commission; and WHEREAS, by the Notice Letter (hereinafter def'med), the Trust notified the City that the City had breached the City's duties, obligations and agreement under the Existing Agreement; mad WHEREAS, pursuant to paragraphs 3 and 24 of the First Amendment, the City had 90 days after the delivery of the Notice Letter to cure the breaches of the Existing Agreement specified in the Notice Letter, and if the City did not cure such breaches of the Existing agreement within such time period, the Trust would have the right to seek enforcement of one of the remedies specified in paragraph 4 of the First Amendment; and WHEREAS, bonafide disputes and controversies exist between the parties, both as to liability and the amount thereof, and the City and the Trust desire to compromise and settle all claims and causes of action of any kind whatsoever which the parties have arising out of the Alleged Breaches (hereinafter defined), and intend the full terms and conditions of the compromise settlement to be set forth in this Agreement; NOW, THEREFORE, for and in consideration of the mutual promises and agreements contained in this Agreement, the sufficiency of which are hereby acknowledged by the Trust and the City, the Trust and the City agree as follows: Second Amendment to Conlract of Sale 1 AGG06AAE 1. Certain Definitions As Used in This Second Amendment. The following terms shall have the following meanings set forth unless the context clearly indicates otherwise. a. "Original Agreement" shall mean that certain Contract of Sale, dated December 30, 1982, between PCJV II and the City, pursuant to which PCJV II agreed to sell to the City, and the City agreed to purchase from PCJV Il, a Municipal Center Site and Phase I of a Park Site. b. "First Amendment" shah mean that certain Amendment to Contract of Sale, dated January 27, 1987 between PCJV II and the City, amending the Original Agreement. c. "Existing Agreement" shall mean the Original Agreement as amended by the First Amendment. d. "Trust Lands" shall mean those certain lots, tracts or parcels of land described on attached Exhibit "A". e. "Agreed Area" shall mean that portion of the Trust Lands which is cross- hatched, and designated as "the agreed area" on the Site Plan attached hereto as Exhibit "B". f. "Notice letter" shall mean that letter dated January 26, 1995 from Harry M. Hargrave, Trustee of the Trust, addressed to the City, notifying the City that the City had breached the City's duties, obligations, and agreements under the Existing Agreement in the following ways: (i) the addition of the special use permit requirement for restaurant development in the "TC" Town Center zoning district without the Trust's prior written consent; (ii) requiring the Trust to obtain a special use permit for development of a restaurant on the Wendy's Site; (iii) the denial of a plat application for the Wendy's Site by the City's Planning Commission for the reason that the restaurant use "did not fit the intended use for the Town Center"; and (iv) the denial of a special use permit by the City's Planning and Zoning Commission and City Council for a restaurant use of the Wendy's Site. A true and correct copy of the Notice Letter is attached hereto as Exhibit IICll' g. "Wendy's Site" shall mean that site. located within the Trust Lands described on attached Exhibit "D". h. "Restaurant Pad Sites" shall mean the two pad sites within the Agreed Area, the specific location of which is to be established by legal description in a separate instrument to be incorporated herein by reference Second Amendment to Contract of Sale 2 ^Gaoanta~ upon the issuance of a building permit for each respective site. i. "Alleged Breaches" shall mean the alleged breaches by the City of the City's duties, obligations and agreements under the Existing Agreement described in the Notice Letter. 2. City Obligations. The City agrees that the Trust shall be entitled to construct and operate a restaurant with drive-through window service upon each of the two "Restaurant Pad Sites" without any requirement that a Special Use Permit be obtained from the City. After the Trust has identified the locations of the two (2) "Restaurant Pad Sites" and such sites have been platted, if necessary, the City Council shall pass a resolution directing the building official to issue building permits for the construction of the two restaurants with drive-through window service upon the applicable "Restaurant Pad Sites" provided the Trust has complied with the City ordinances for the issuance of the building permit. Thereafter the City shall not be required to approve any other building permits or issue any certificates of occupancy for any other restaurants with or without drive-through window service at any other locations within the Agreed Area unless such restaurants with drive-through window service comply with all of the then applicable ordinances of the City. Once the locations of the "Restaurant Pad Sites" have been established and the building permits issued, the City agrees that the owner(s)/operator(s) of the "Restaurant Pad Sites" shall continue to have the right from time to time to construct and operate restaurants with drive-through window service upon the "Restaurant Pad Sites" without any requirement that a Special Use Permit be obtained from the City even after use of one or both of the "Restaurant Pad Sites" has been changed to other use(s) if the owner(s)/operator(s) of one or both of the "Restaurant Pad Sites" wish to resume use of one or both of the "Restaurant Pad Sites" as a restaurant with drive-through window service. 3. Wendy's Site. The City agrees that the Wendy's Site may be one of the two "Restaurant Pad Sites" and that no Special Use Permit shall be required as a condition to the issuance of a building permit or certificate of occupancy with respect to the construction of a restaurant with drive-through window service on the Wendy's Site. The City further agrees to approve the plat for the Wendy's Site provided such plat complies with state law and the applicable ordinances of the City. 4. Consent/Notice Letter. Conditioned, and in reliance upon the City's compliance with the City's Agreements contained in Paragraphs 2 and 3 of this Second Amendment and subject to the provisions of Paragraph 5 of this Second Amendment, the Trust hereby agrees as follows: a. The Trust hereby consents in writing to the changes in the Zoning Plan since the execution of the Existing Agreement consisting of the addition of the Special Use Permit requirement for restaurant development in the "TC" Town Center Zoning District and the landscape requirements for "TC" Town Center Zoning District, with respect to all of the Trust Lands Second Amendment to Contract of Sale 3 other than the Restaurant Pad Sites within the Agreed Area. b. The Trust agrees not to seek enforcement of any of the remedies specified in paragraph 4 of the First Amendment because of the Alleged Breaches and does hereby release, acquit, and forever discharge the City, its officers, agents, and employees, and all persons, natural or corporate in privity with them, or any of them, from any and all claims or causes of action of any kind whatsoever, at common law, statutory, or otherwise which the Trust has or might have, known or unknown, now existing or that might arise hereafter, directly or indirectly, due to or arising out of the Alleged Breaches, it being intended to release all claims of any kind which the Trust might have against those hereby released, whether or asserted or not. 5. Aexeements are Conditional. If the City fails or refuses to comply with the City's Agreements contained in Paragraphs 2 and 3 of this Second Amendment, the Trust's consent to the addition of the Special Use Permit requirement for restaurant development in the "TC"-Town Center Zoning District and the landscape requirement for the "TC" Town Center Zoning District with respect to all the Trust lands other than the Restaurant Pad Sites shall automatically be void. The Trust does not waive any right to seek enforcement of any remedies contained in paragraph 4 of the First Amendment, nor does it waive any claims for any damages which may arise from any breaches of the City's duties, obligations or agreements under the Existing Agreement. The City agrees that: (i) that the Trust's consent to the addition of the Special Use Permit requirements for restaurant development and the landscape requirements in the "TC" Town Center Zoning District with respect to all the Trust Lands other than the Restaurant Pad Sites in the Agreed Area is conditioned upon the City's compliance with the City's agreements contained in Paragraphs 2 and 3 of this Second Amendment and should the City fail or refuse to comply with the City's agreements contained in Paragraphs 2 and 3 of this Second Amendment, such consent shall automatically be void; (ii) that the Trust's agreement not to seek enforcement of any of the remedies specified in paragraph 4 of the First Amendment and to release and discharge the City from any claims arising out of the Alleged Breaches, is conditioned upon and automatically shall be void if the City fails to or refuses to comply with the City's agreements contained in Paragraphs 2 and 3 of this Agreement; (iii) that the Trust's agreement not to seek enforcement of any of the remedies contained in paragraph 4 of the First Amendment because of the Alleged Breaches, does not pertain to any other breaches by the City under the Existing Agreement; (iv) that in the event the City fails or refuses to comply with the City's agreements contained in Paragraph 2 and 3 of this Second Amendment, the Trust shall have the right to seek enforcement of the remedies contained in paragraph 4 of the Second Atnendment, provided, however, the Trust has given the City written notice and an opportunity to cure as set forth in Paragraph 6 of this Second Amendment. 6. Notice and cure. If the City fails or refuses to comply with any of the City's agreements contained in Paragraphs 2 and 3 of this Second Amendment, the Trust shall not have the right to seek enforcement of the remedies contained in Paragraph 4 of the Second Second Amendment to Con~act of Sale Amendment unless the applicable agreement remains unperformed for sixty (60) days after the delivery of written notice thereof from the Trust to the City. With respect to the City's failure or refusal to comply with the City's agreements contained in Paragraphs 2 and 3 of this Second Amendment, the Trust shall be required to give only the notice required by this paragraph and not the notice required by the Existing Agreement. 7. Continuation. Both the city and the Trust acknowledge and agree that the Existing Agreement, as amended by this Second Amendment, is and shall remain in full force and effect. 8. No Implied Amendment. Except as expressly amended by this Second Amendment, the Existing Agreement and all duties, obligations and agreements of the parties thereto thereunder are and shall remain in full force and effect as originally written. 9. Authority. The Trust agrees to furnish the City with evidence that the execution of this Second Amendment by the Trustee of the Trust is duly authorized and that this Second Amendment is binding upon the Trust. The City agrees to furnish Trust with evidence that the execution of this Second Amendment by the Mayor on behalf of the City has been duly authorized by all required municipal action and that this Second Amendment is binding upon the City. 10. Notice. Any notice or communication required between the Trust and the City or permitted pursuant to the Existing Agreement or this Second Amendment shall be given in writing, sent by United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed as follows: To the Trust: The Parks of Coppell Trust 12221 Merit Drive, Suite 1750 Dallas, Texas 75251-2252 Attn: Harry M. Hargrave, Trustee To City: City of Coppell P. 0. Box 478 Coppell, Texas 75019 Attn: City Manager or to such other address or to the attention of such other person as hereafter shall be designated in writing by the applicable party. Any such notice or communication shall be deemed to have been given as of the date of deposit in the United States mail. 11. Time of Essence. Time is important to both the Trust and the City in the performance of the terms and conditions contained in the Existing Agreement and this Second Amendment, and they have agreed that strict compliance is required as to any date set forth therein or herein. If the final date of any period which is set forth in any term or provision of Second Amendment to Contract of Sale 5 ^c, ao6na~ the Existing Agreement or this Second Amendment falls upon a Saturday, Sunday or legal holiday under the laws of the United States or the State of. Texas, then, and in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 12. Severability. If any term or provision of the Existing Agreement or this Second Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining terms and provisions of the Existing Agreement and/or this Second Amendment shall not be affected thereby, and in lieu of each such illegal, invalid or unenforceable term or provision, there shall be added automatically to the Existing Agreement and/or this Second Amendment a legal, valid and enforceable term or provision as similar as possible to the term or provision declared illegal, invalid or unenforceable. 13. No Waiver. No failure by the Trust or the City to insist upon the strict performance of any duty, obligation or agreement contained in the Existing Agreement or in this Second Amendment under any circumstance shall constitute or be deemed a waiver or estoppel of the right to later insist upon the strict performance of the same duty, obligation or agreement under the same or other circumstances. Neither the Trust nor the City shall be deemed to have waived the strict performance of any duty, obligation or agreement contained in the Existing Agreement or in this Second Amendment unless such waiver is in writing signed by the party waiving such duty, obligation or agreement. 14. Incomoration/Exhibits. All exhibits to this Second Amendment are incorporated herein by reference for all purposes. 15. Complete Aereement. The Existing Agreement as amended by this Second Amendment embodies the complete agreement between the Trust and the City with respect to the subject matter thereof and cannot be varied or amended except by an instrument executed by both the Trust and the City. 16. Bindin~ Effect. The Existing Agreement as amended by this Second Amendment shall be binding upon and inure to the benefit of the Trust and the City and their respective successors and assigns. 17. Governing Law. The Existing Agreement and this Second Amendment shall be governed by the laws of the State of Texas and venue for any action concerning this Agreement shall be in Dallas County, Texas. Second Amendment to Contract of Sale Executed the ,.-.2 ./!.'~;' day of /: ,' · ~ '[ , 1995. TRUST: CITY: The Parks of Coppell Trust City of Coppell '~f "~" j~. ~ , - !. - By: - ~-._ ....... .-.'."' '-,.-t::~_.-_~. :.-_, :.. - By: ' / ;'., ......... ! Harry.l~I. Hargrave, Mayor Trustee Second Amendment to Contract of Sale 7 AaC~AAe EXHIBIT A BOt~DARY DESCRIPTION T ~.%CT I BEING a :ra~ Of land situs=ed in the B.A. & M.G.~.R. Survey, Abstract ~o. 1430 in the Ctty of Copse11, Dallas County, Texas_an~ being Dar~ o5 a tract of land ss described In deed from ~ooa Ftnanc{a% Co~l~o=~tiou ~o ~. Douglas A~kin$, Trustee, as r~cor~d Vol~e 76188, Page 2355 of ~e D~ed Record~ of Dallas County, Texas and being more particularly described as follows= BE~I~I~ a= a ~" iron rod for corner ac =he intersection of the southeasterly llne o~ Parkway Bo~[ev~rd (an 88 ~oot right-of- way) widths westerly 1Xne of Heac=z Road (a vari~le w~d=h of-way); T~NCE 8. ~4'13'$0" E., 34.13 ~eet along the s~!d wes~er%y l~e og Hear:z Road (a 60 fcc= righ=-of~ay} 2o a B" i=on rod for co,er, said point being in a ~rve to ~e right r~ing in a s~u~herly d~=ec:ion ~d having a cant=al an~le of 21'56'42" =adius of 179.09 feet and a chord bearing of S. 12'21'10" T~CE alon~ said cu~e, ~d the said weanerl~ line of Neartz Road, 68.59 feet to the end of said curve, a h" iron rod co.eT; T~CE ~. 0~'22'49" E., 329.11 fee~ continuing along the said westerly line off Hea~tz ~oad to a ~" iron rod fo~ co,ne=, said point being ~he northeast corns: of Heaztz Road Elementary School, an addition to the City of ~ppel! as recorded in Vol=me ~lementary S=hool to a ~" iron rod for corner, said point being the mo~t no~h,=ly not,wes% corner of Hea=tz Road Elementary School and also being a poin~ on the east l~ne of City of Co~e11, City Ha~! T~N~ N. 01"~2'49" W., ~53.94 ~eet ~long said east line of City of CoDDeI1, C~tF Hail to a ~" ~ron rod ~o= Corner on the said ~ou%heast~rky line o~ Parkway Boulevard, said poin= being in a curve to the le~t ~ing in a ~ortheasterly direc~ion and having a con:rs1 ~glm of 13"35'29'' a .adios of 1094.00 feet and a chord bearing of N. 65'~6'34" T~N~ ~long said curve, and alon~ =he said southeasterly line o~ Paz~ay ~u!evard, 259.51 feet ~o the end o~ $~id Cur=e, t iron rod ~o: T~NCE N. 58'38'49" E., 100.~2 feet con~inuing alon~ the said sou~heaster!y line of Parkway Bcu!evard to =he Point of Beginning and containing 2.$14 acres (122,583 s~are feet] of !~d. BEING a tract of land situated in the S.A. & M.G.R.R. SurVmy, Abc:tact No. 1430 in ~he City o-~ Coppell, Dallas County, Texas_and. Fina~c{al Co~oza:lon =o M. Douglas ~kins, T=us=ee, as recorded Vol~e 76188, Pa~e 2355 of the Deed Records of Dallas Co~gy, Texas BEGI~ING ac a h" iron rod for co,er at :he Intersection of south line of Par~way Boulevard (~n 88 fcO= right-of-way); " T~CE N. 88'59'0l" E., 476.50 feet along the said south llne Coppell City Hall Tract; T~NCE S. 01'00'58' E., 275.00 fee= leavlnq the south line ~ar~ay Boulevard ~nd along =he wes= line of ~he City of Ccppell beginnAng of a curve =0 =he left having a central angle of 87"30'46', a =a~us of 245.00 fee=, and a chord bearing of 44'46~13" =he most westerly northwest corner o~ He~:z Road Elemen=a~ Sch~l, an ad~=ion =o the City of Coppell as r~co=ded in Vol~e 94-14~, ~age 02992 of ~he ~la~ Recozds of Dallas co~=y, Texas; ?~CR S. 0~'22'49"E". along =~.e west line of s~i~ at a diat~oe o~ 615.13 ~oet, sai~ irc: rod also being Cop~ell as reco=~ed In Vol.~e 92248, .:age 2980 of :he Pla= Chaucer Es=aCes, passhng ~n ~ron rod fox the southwest co,mr o~ sa~d C~ucer Estates a= m ~s=ance of 2033.67 fee=, and con=inu~ng along said bearing to a ~int on ~e no=th line of Sandy Lake in ~11, a ~st~ce of 2058.67 feet; T~CE S. 89'11'49" W., 110.78 fee: along ~e said nor:h of Sandy Lake Road to a point for co,er; T~NCE S. 89'03~11' W., 173.00 fee= along the said nor:h line of Sandy La~e ~a~ to a point for ~rner; T~CE S. ~8"42'38" W., 379.66 fee= along :he said no~h line of S~dy Lake Road to a point fo= T~CE N. 47*45~%3" W., 73.02 fee= along the nor=hess: line of Sandy Lake Road (varl~le wld:h :igh:-of-way) :o the point intersection be=ween =he said northeast line of Sandy Lake Road and ~e eas= line of Denton Tap Road~ of Den=on Tap Road to the begi~ng of a c=ve =o the right ~aving a central angle of 01~18'00'', a radius of 5679.70 ~eet ~d a bering of N. 02'09'58" THENC~ along s~ld c~ve, and along the ess= line of Den:on Tap Road, 228.00 feet to a DOin~ ~or Ti~NCE N. 01~00'58~' W., 1983.30 fee= along the said east of Denton TaD Road to the beg!~i~g of a ~rve =o =he z!qht havln~ a central angl~ of 01"48'30", a =ad!us of 5619.71 feet and a chozd bearing of N. 00'06'43" W.; T~CE along said cu~e, and along the said eas~ line of Denton Tap Road, 179.26 fee= =o :he Po!n= of 8eginni~g and contain~q 39.976 acres (1,741,346 s~are fee:) of land. JmN--~--~D T~U 1~_~: I 9 ~LL~'NPRO~:~SRT ~-~''~0 ~:~ . 02 THE PARKS OF COPPELL TRUST 12221 Merit Drive, Suite 17S0 Daila.% Texas 75251-Z2.52, January 26, 1995 CF~TIFIED MAIL - RETURN RECEIPT REQUESTED City Of Coppell P. O. Box 478 255 Parkway Boulevard Coppell, Texas 75019 Attn: Mr. Jim Witt City Manager Gentlemen: Reference is made to that certain Contract of Sale (the "Original Agreement"), dated December 30, 1982, between the City Of Coppell (the "City") and the Parks of Coppell Joint Venture II ("PCJV II"), as amended by Amendment to Contract of Sale (the "Amendment"), dated January 27, 1987, between the City and PcJV II, pertaining to lands located in the vicinity of the Municipal Center, Coppell, Texas, among which are lands presently owned by The Parks of Coppell Trust (the "Trust") located in the "TC" Town Center Zoning District, Coppell, Texas (the "Trust Lands") (the Original Agreement, as amended by the Amendment, the "City Agreement"). As you know, the Trust is the successor to the rights of PCJV II under the City Agreement. The Trust has entered into a contract to sell a portion of the Trust Lands (the "Wendy's Site") to Wendy's International, Inc. ("Wendy's"). The Trust also has entered into a contract to sell a portion of the Trust Lands (the "City Site") to the City. Further, the Trust is negotiating with Ewing Properties, Inc. ("Ewing") to sell the remaining portion of the Trust Lands (the "Ewing Site") to Ewing. The "TC" Town Center Zoning District ordinance provides that all development proposals with respect to lands located in the "TC" Town Center Zoning District are subject to review by the Town Center Architectural Review Board. Wendy's, the City and Ewing all are aware of this requirement and of the benefits accruing from the compatible development of the Wendy's site, the City Site and the Ewing Site. The Trust has been working with the City toward a plan for the compatible development of the Wendy's Site, the City Site and the Ewing site, but this cooperative effort has been set back by the City Council's recent denial of a Special Use Permit to allow the development of the Wendy's Site for restaurant use. EXHIBIT "C" .---- ; City of Coppell January 26, 1995 Page 2 Article X of the Original Agreement provides in part that ". · . City hereby agrees that it will not, without the prior written consent of Owner or the owner of the part of the Property that would be affected, through the adoption of new or amended ordinances or any other method, deny or alter Owner's right, and the right of subsequent owners of any part of the Property, to develop the Property in accordance with the Zoning Plan, the continuing interpretation of the Sub-Division Ordinance, and the agreements contained in Articles IV and V hereof . . ." The Zoning Plan did not require a Special Use Permit for restaurant development in the "TC" Town Center Zoning District. Sometime after February 7, 1991, the City added provisions to the "TC" Town Center Zoning District requiring a Special Use Permit for restaurant development in the "TC" Town Center Zoning District. The addition of these provisions was only recently discovered by the Trust an4 were apparently adopted sometime after a letter, dated February 7, 1991, to the Trust's attorney from the City's attorney stating that the "TC" Town Center Zoning District use regulations were being brought forward without change in the adoption by the City of a new Coppell Comprehensive Zoning Ordinance on February 12, 1991. The City has breached the City's duties, obligations and agreements under the City Agreement in the following ways: (i) the addition of the Special Use Permit requirement for restaurant development in the "TC" Town Center Zoning District without the Trust'm prior written consent; (ii) requiring the Trust to obtain a Special Use Permit for development of a restaurant on the Wendy's Site; (iii) the denial of a plat application for the Wendy's Site by the city's Planning Commission for the reason that the restaurant use "did not fit the intended use for Town Center"; and (iv) the denial of a Special Use Permit by the City Planning Commizsion and the City Council for a restaurant use of the Wendy's Site. This letter is written notice of the City's breach of the City's duties, obligations and agreements under the City Agreement pursuant to paragraphs 3 and 24 of the Amendment. Pursuant to paragraphs 3 and 24 of the Amendment, the City has 90 days after the delivery of the written notice contained in this letter to cure the breaches of the City Agreement specified in the foregoing portion of this paragraph. If such breaches have not been cured within 90 days after the delivery of the written notice contained in thi~ letter, the Trust shall have the right to seek enforcement ~f one of the remedies specified in paragraph 4 of the Amendment. The Trust still is willing to work with the City toward the development of a plan for the compatible development of the Wendy's Site, the city Site and the Ewing Site satisfactory to both the 3 ~:::~ N -- 2 6 -- 9 ~5 T H y 1 '~",,~2 3. 6~ L L [ N P R O P E R T y --.=,i~ P - O 4 City of Coppell January 26, 1995 Page 3 Trust and the City, but in light of recent events, the Trust deems it prudent to deliver the written notice contained in this letter so that the Trust will be in a position to seek enforcement of its remedies under the City Agreement if the cooperative effort between the Trust and the City cannot be brought to a conclusion satisfactory to both the city and the Trust. Very truly yours, TME PARKS OF COPPELL TRUST Truste~' cc: Richard M. Dooley, Esq. - VIA TELSCOPY 953-5622 Peter G. Smith, Esq. - VIA TELECOPY 953-3334 Mr. Michael R. Allen Mr. Glen A. Hinckley Mr. John B. Kidd 383116ID