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St Joseph-CN020103ST JOSEPH VII,I.AGE~ INC. 180 SAMUEL t.{OULEVARI) Co?PEt.~., TX 75019 (972) 2:,1-1272 (voice) (972) 241-t214 (fax) January 3, 2002 Centex Construct{on Company, Inc. 3]00 McKinnon, 7m Floor Dallas, Texas 75201 Mr. Robert Vmq Cleave Real Estate Exchange and Developrncnt Agreement ("Agreement"), dated December 20'~, 2001, between the City of Copp¢ll, Texas, a Homo Rule Municipality {"City"), and St. Ioseph Village, Inc. ("St. Joseph") L)ear Mr Van Cleave: St. Joseph has entered in the Agreement with the City. A copy of the Agreement and ~he exhibits thereto are attachcd to this Iettcr agreement as Exhibit "A". The work ("Work") described in the Agreement is the development and c. on~truction o£a segmcmt of Star L. eaf Road ("Slar Lea£Road"), a 1.990 £oot 30 inch sanitary sewer force.main ("Forcr Main"), and the demolition ora 500,000 gallon concrete water tank and appurtenance as well as its filling and compaction to ground level ("Demolition of Water Tank'3. The amount to be paid for the per£orma~ce of the Work and all related and incidental costs, including overhead and profit i~ set lot-th i]n Exhibits C, C-I a~d D to the · \greement. The Contract Sum shall be paid at thc time, upon tt~e conditions and by the City as set forth in the Agreement. The purpose of this letter agreement is to obtain, among other things, the agreement of Centex Construction Company, Inc. {"Centex'") to perform the Work, and ~o obtain all peri'mrs therefor required, for the Contract Sum which shall be paid at the t~me, upon the conditions and by the City, as set forth ir~ the Agreement. l.n addition, St. Joseph or the City may require lien waivers in connection with payment of thc Contrac! Sum Centex further agrees to comm~mcc each of the three components o F the Work within mn ,.vorkir~g days ai'ter being instructed to commence such component in writing by St. Joseph. The three components of the Work shall be Star Leaf Road, the Force Main, and the Demolition of the Water Tank. Each component of the Work shall be substant~ally completed no !.at=r tt~a,~ th~ number of calenclar days set £orth after sttch component as follows: Stm' Leaf Road - per s. ctlectule of Phase 1 Work in the St. Joseph Vdlage Project, the Force Main- 45 days. and Demolition of WaterTank- 30 days. Ti,nc is of the essence. Centex further agrees ti) to be responsible for all warranti~:s in connection with the Work and for the compliance of the Work with all applicable goverm'nenlal requirements, (ii) to obtain casualty and general liability insurance in amounts and from an insurer acceptable to the City and St. Joseph and with each of tl~em named a~ additional insured, (iii) to oblail: workers compensation insurance as required by law, and liv) to indemnify and hold St. Joseph harmless from any and all cost, expense, cause of action, liability or obligation (i~cluding attorn=ys fees) arising in any manner from the performance, or failure to perfon'n, the Work. For the Work, thc applicable City ordiixances and regulations for public ,.mprovements includes the North Central .T~xas Council of Govm-nments Standard Specifi.cations f_o_r Publix Works and the Stanci~ard Specification.s Suuplementa.r'2 Condi.t. ions- Please evidence your agreement to tho lbregoing by signing and returning to me a cop.',' of' this letter agreement. Very truly yo~,rs, St. Joseph Village, Inc. Josepl'~ W. Dingman Vice President Accepted and Agreed to: Name: ~oberl Van Cleave Its.' Pre,idem ORION REALTY ADVISORS,, c.; 9'722411214; De( -rtl 8:1SAM; Page 1/11 ::,:.:;:...?.:::; REA. L PROPERTY EXCI~zA.NGE AND :.'.'" .: ....... · ......,?.;¢ .;~_.,: ~:,:,.~.~.'~ · : .:..'.. :~.'[......".....': :.' This Real Property Ex,-h~mge ~.nd Developr~en; Agre. m~n,~nt (this "Agreement") is mltdc by and betwccn thc City of Coppell, T~xas, a Horn= Rule municip',diD' (hereinafter "City"), and St. Joseph Village, I. nc? a Texas nonprofit Corporation (hereinafter, "St. Joseph"). WI-IF~R.ltA$, the City owns fee simple rifle to the tract ct' l~-md described upon .Exhibit "A" attached hereto and made -', pa:r~ hereof (the "City Prope~'ty"); and VCHI~,REA$, St. Joseph own~ fee simple title to the tract of land d~scribed upon Exhibit "B" attached hereto and mad~ of pm"t hencol (the "St. Joseph' Pr0p=~1f'); and WHERE&S, ti~e City desires to acquire ownership to the St. Joseph Property in order .to d=velop a water storage f~oility as watt as potential open space cud greenbelt areas within ~hc City concerning the Projedt (del-mod below); and WI-I~,RF, AS, St. Jos~'ph d~sires to acquire ownership nf the City Pn~Peny to enhance the development of its prot~rD' adjoining the City Proper~y, including th~ p~tential dcvclopm~mt of a mold-unit, senior citizen s community (the "lW0ject"); and WI-IEREA$, the City and St. Joseph de,ir= after the Closing (herein delined) m causc tho c0asu'uc:ion of Starl=af SU==t and a force ma.in as described he, r~-in az~d they agree that the s.--m~e ~.~ i~n the best interest of both the City and St. Joseph to develop their respective tracts of land. NOW THEREFORE, in consideratkm of th~ r=cltals set forth heroin and good and othcr valuable consideration, the sufficiency, and receipt of which is hereby ackmowledged, the pm'des, upon and subject to the terms and conditions set forth herein, agree as I, EXCHANGE Ol~[[,AND A. St..JoSeph ~grees a.t the Closing to exchange and convey the St. Joseph property to and rot the benefit of the City. ft. The City agrees at the Closing to exchange and convey the City Prop=try to for the benefit of St. Joseph, and m tho same fi. me f_he City shall pay to St. Joseph th= amount of Eighty Thousm~d Dollars ($80,000.00). C. Each party hereto for the property which it owns shall fmmlsh the other within five (5) business days from the date hereof, either iz commitment for title insurance, or complete merchantable abstract of title showing good and sufficient fee simple title as of th,.' date of this Agreement in the City for the CiD' Propez'~y and in St. Joseph for the St. Joseph Property. D. Within tlve (5) business days ~fter receiving such abstz~ct or commitment, the part3, r~ceiving the same shall deliver ~o the other party a memorandum in w~'iting, signed by ORION REALTY ADVISORS: 'C.; 9722411214~ Dec ~-01 S:16AW~ Pa~e 2/11 or his aftorneys, spe¢ifying in detail the objections to the title, if any, of the property which it will be receiving; or ir none, then stating in substance that the same is satisfactory. E. Lt' a pray makes the written objections, as aforesaid, to the title re the property which ir will be recelv ag, then if such defects are not cured within ten days after such notice thereof, this Agreement shall at the election of the party delivering such objections become absolutely null and void; notice of the exercise of such election shah be given to the other party; but the part), delivei-ing such 0bjecdons may nevertheless erect to waive such objections and take such title as it then is. If each par~y who hms made written objecti{ms tn title m the property v~hich it will be receiving hm~ waived such objections, as afores~.i~ or such objections have been timely cured, as aforesaid, 'then the Closing hereunder s hall take place as set forth in Paragraph II.F below. Bur if su:h objections are not timely cured as to either properW and m= nor timely waived by the party making the sm-ne, then thi~ Agreement shall become, absolutely nail and void. F. The Closing, herein So-called. shall t~ke place on the thirtieth day after this Agreement is lost signed by City or St. loseph. The Closing shah take place at the office of City Manager of the Ctry of Coppell, 255 Park's'ay Boulevard, Coppell, Texas 75019. At closing the City will convey the City Property to St. Joseph, and St. Joseph will 'convey the St. Joseph Property to the City. Such ¢onveymnces will be by special warranty deed and subject to those matters affecting tide as contemplated by Pm~gral~hS I.C tlu'ough I.E hereof. Also at the (:losing, the City will pay SS0,000 in kmmediately available funds to St. Joseph and e~b party shall execute and deliver such other documents a.~ may rea.~nn'-ably be required by the other party including evidence of appropriate authorizations of the subject transactions. II. DEVELOPMENT OF STARLEAF DRlhZE A. The City amd St. Joseph hereby further agree to jointly undertake promptly after Loan Closing (as herein defined), or at such earlier time as St. Joseph shall determine, the ~mmediate development and construction of the following public improvements within the righm of way therefor as set forth upon the Approved Plat ('as herein defined): (i) construction uf Starleaf Street as set forth in Exhibit "C", which is attached hereto and incorporated herein-by reference, and [ii) construction of a force main on the west side of r. he Project sire as set forth 'in Exhibit "D", which is attached hereto and incorporated herein by reference. ti. The City shal/pay the casts of such construction of the public improYements described :n F. xhibi~.s "C" and 'TO" and St. Jmeph, subject to Loan Closing, or '-at such earlier time as St. Joseph shall determine, shall cause such public improvements to be construuted as provided herein. The City's costs for the construction of all the public improvements set forth in paragraph II.A described above and supported by Exhibits "C" and "D" is $433,867 which it will pay ro St. loseph. Such amount shall be due and payable/n full upon completion of such public improvements as the same shall be evidenced by a certificate of substantial completion issued by St. Joseph's arckirect. C. Promptly after the Lo~n Closing, or at such earlier time as S*. Joseph deter_rrfines, St. Joseph shall cause, at the expense of the City, the demolitio~ of the water tank and 122001 12/.~2/'01 SAT 07:45 [TX,."P.X NO ~1oo] ~oo2 ent By: ORIO'N REALTY ADVISORS IC.; 9722411214; Dc 2-01 8:16AM; Page 3/11 appurtenances on thc City Prop=r~y and thc raising by compacted ground level. Such work will be pc~o~d in accordance with the outlin~ thereof in ExMbi~ 1" attached hereto ~d made a p~ hereof, Thc cost of such work is $135,795 which shall be due and payab]~ by ~he City m St. loseph in full upon completion of such work as ~ same shall be avidcnczd by a ce~4ficam e[ substantial completion issued b3 St. Joseph's achit~ct. D. All unp~wmcnts for d~ construction of ~t~ar St~t and thc [Ol'C~ m~n, shall con,btm to and be m compliance with thc ordinances and re~ladons for public improvements as adopted by thc City. By execution hereof, the City a~ees that the pl~s and specification for such public improvements as set fo~h in ExMbits "C" ~d "D" comply wi~ such o~naaces ~d rog ulations, E. Far pu~oaes hereof, th~ '~an Closing'~ Sh~] me~ ths lo~ from a ~ p~y I~d~r tu St. ~oscPh for ~c d~v~lopment and cons~uction of the Ph~e I of file Projcct. F. The City h~ ~ppreved a fin~ plat aL ~ong other pr~pe~y, ~e City Prape~y and the property upon which thc Projcc~ sh~l be ]ocatcd. Such t~aI plat inzlu~s, among other things, thc fights of way for St~lcaf S~eet and thc force ma~ upon ~e prepe~y owned by City and St. Joseph. Such fin~ plat is attached he,ia as ~bit ?E' and incorporated he,in by reference. At such time ~s such plat is duly.signed by all ~qui~d persons and recorded among the Re~ Propemy Records of Dallas Ctmnty, Toxins, ~e same sh.aIl bc thc "Approved Flat' herein. III. DEVELOPMENT AND INfPACT FEES A. Further consideration for fees related to construction of Starle',ff Street, _For the portion described herein and the connecting portion to be constructed by St. Joseph m its cast. and as road impac; fees shall be deemed as pairl in full. B. Any and all other development md impact fees, exclusive of park dedication as provided in Section IV herein, required to be pard by St. Joseph, as set forth by the Code Ordinan:e¢ of the City including but not limited to water and sewer shal/be paid in full by St. Joseph. IV. PARKLAND DEDICATION A. The City and St. Joseph hereby further ag-roe to the fi.~rure development of greenbelt and open space; and, hereby have agreed to thc payment of park dedication fees and dedication of land, in lieu of fees. as provided in the minutes of a duly convened City Council meeting on or about the 10th day of July, 2001, a copy of which is attached hereto and incorporated herein by reference, as Exhibits "F(1 )" and "F(2)". V. NOTICE A. The notices required to be g~ven by ~e tcrm.q of this agreement, shall in all cases be construed to mean notices in writing, signed by or on behalf of the party giving the s~me, ~a5 a--59.5 [,~P$/7~732//310 I / 122001 3 ORION REALTY ADVISORS, 'lC,; 9722411214; De' 2-01 8:I?AM~ Page 4/11 the same may be served eithcr upon the other party or Ms agen: ,,[ [he address set forth opposite the signature of thc party and shMl in all instances be deemed served when delivez~d. VI. TlbfE OF THE ESSENCE A. Time is declared to be of the essence o1' this agreemcn:, ~_nd of all the conditions hereof. :%ql. COMPLETE AGREEM~NT A. This Agreement embodies the complete aero-cement of the parties here:o, superseding all 0ral or written previous and contemporary agreements between the parties .',nd reladng to the matters in this Agreement, u_nd except a~ otherwise provided herein cannot be modified or amended withuut wrlttcn ag~m:ment of th: parties to be at 'tarhed to trod made a part of this Agreement. VIII. CONFIJCT OF LAWS AND VENI. J'E A. The validity of this Agreement and any of its te~ ~,~s and provisions as well as the rights and. duties of the parries, shall be governed by the laws of thc State of Texas; and. venue for ,-my acuon concerning this Agreement shall be in the State District Court 0£ Dallas County, Texa~. SIGNED this ¢~Y ~' 2001, CITY OF COPPELL, TEXAS ...... ~I~WI'TT, CITY MANAG 25g Parkway Boulevard P.O. Box 947~ Coppe]], Texas 75019 - 't . ~c1FrY SECRETARY ~., 5~5D.5 /sPt&/7r1732/0101/~-2200 i 1~/~.,01 SAT 07:aS [TZ/'RX NO 5100] ~004 en'c B.y: ORION REALTY ADVTSORS~ C.; 9722411214; Dec" !-01 SIGNED this ;~ '~ day of ~¢~ ST, ~ _, 2001. 3SblPit DINOMAN, VICE PRESIDENT Samuel Boul.vard .~oppell, Texas 75019 12/22/01 SAT 07:4~ [T/(,'R~i NO 5100] [~00~ ;.ent By: ORIO,N REALTY ADVISORS NC.; 9722411214; De '2-01 8:17AM; Page 8/11 Exhibit A Description of City Property FIELD NOTE DESCRiP770N B~NG e 2.050 core tract of /=nd ~u~ed in the D~vM the C~ of C~II, ~llas ~un~. T~o= aha being all of a 2.05 ~ *~ct of land acc~Ing to ~e ~d ~ in Volume 731 f3. ~ ~J ~ ~ ~ R~ of ~llas Coun~, Texas (D~ ~d being ~ ~f~l~Hy de~d ~ ~flo~: B~INN[~ ~t ~ ~/~ loch ~n ~d eot. for the mo~ eosted~ ~ of s~fd 2~05 oc~ t~c~ of lone one ~ng ~ i~ the s~thw~y r~ht-of-wo~ line of So~dy ~CE de~ng the ~hwest~ Mghf~f--~y llne of ~'d Sondy.~ke Rood SO~H 2~'13'D4' W~ e dl~on~ of ~.20 f~t ~o = 1/2 inch i~n md found for 2,05 =crc ~ct of lend; ~E N~ 53'31'~' ~ST = di~ of 299.91 m~ w~te~ ~r~r of ~ 2.05 o~ ~ct of lend; ~CE N~ 2~'10'59' ~ ~ dis~an~ of ~ nod~dy ~ of ~M 2.05 oc~ tract of I~nd and being lo,ted [n ~he SoUthWe~e~ dght- of-w~ line Of. so~d S=~ Lake Rood; ~NCE along ~e ~h~e~e~ ~ht~f-~oy line of sold ~ndy Lake Rood o dlstonce of 3~.07 f~ to the ~l~ OF BEGINNIN~ ~NING ~hin thee m~t~ o~ ~u~ I~=, ell acceding ~ th~ su~ P~ ~ K~[ ~ B~fo~_on~ ~c~t~, Inc., da~ Feb~a~ 2~1 end sign~ by Au~in J B~o~, R~iscer~ ~e for ~11 ~ ~s ~by mode. 1~,~.,01 SAT 07:45 [TI/R~ ~0 ~10o] ~006 ~n'c B,.y: OR£QN REALTY ADVTSORS ir_,.; 9722411214; De 2-01 8;I?AM; Rage Exhibit B Description of St. Joseph Property P'TELO NOT~ O~-SCRIP~70N ~EING a 4. 72~¢ o~o~ ~ ~he deed ~o~eE in ~ume 9~7~, Po~e 1~1 of Jhe ~ RecaPs o~ ~11o~ Coun~, T~ ~ ~nd b~ng more ~u/oH~ d~d~ ~ f~ll~' B~INNING of o 5/8 inch ~n ~ s~ for the ~ sou~e~ ~r of s~id 4.72& oc~ t~ct of ~E along ~ance of a ~s~n~ ~ 4~.~ f~ ~o o 5~ ~h ;~n ~ aeJ ~r ~r l~d in ~ soufh~s~edy line of ~o~ 34.6054 ~ ~-~ of land; a distance of. a60.~ f~t ~ ~e ~1~ OF ~NNI~" COZENING 2~1 onE s~ by AuXin J. ~o~, SAT o?:4S [T[/P.~ NO 51oo] ~0o7 ~enl: B,y: ORZON REALTY ADVZSORS lC.; 97224112~4; Dc 2-01 8:ISAMj pane 8/11 Star Leaf Road Improvements from Sta 0-65 to 4.+20 City of Coppell Scope of Work-Prel:are for and Install concrete road in accordance ~.pd125, 2001 by Aguirre Corporation, Page C6.1, Se~ion A. Unit Price St. Joseph V]llaga Plan~ dated UM Subto~l 8.1% SUeet Construction Grading 1,976 cy 2.50 cy $ 4, g40 $ 400 Fill 1,976 cy 6.{:)0 cy $ 11,858 $ 96(3 6% 6" llma Stabilization ~,540 s¥ 3,4[3 sy $ 5,238 $ 424 8" Concrete Paving 1,778 sy 24,00 sy $ 42,680 $ 3,457 6" Monolithic curbs 485 sf 8.82 If $ 3,308 $ 268 4" City Sidewalks 1.680 sf 4.50 sf $ . Z,560 $ 812 Waterline (Drwg 12" Waterline 4~0 If 40,00 If $ 18,000 $ 1,458 8" waterline (hycirant) 30 if 16.50 ee $ 495 $ 4[3 12" ~ E'Tea I ea 925.00 aa $ 925 $ 75 6" Gate Valve 1 ea 1,175,[30 sa $ 1,175 S 95 Fire klydrant t ea 300.00 ea $ 300 $ 24 Sanitary Storm Sewer {E)r'~'g CS.2} 18"=rossfeed at Sta 3-~00 3.3 If 61,00 if 18" inlets at Sta 3+00 2 ea 2,11313.C>0 se GCs (Superintendent- 1 wae~s) auilciing Permit Casualty Insurance guilder's Risk Insurance Payment and Performan=e Bond General C~nt~ctor"s Fee 5 19,458 $ 1 $ 324 2.013.00 $ 163 $ 2,176 ,c 4,20n.00 $ 340 $ 4,540 ¢~' Sub.tel S 111,005 Subc.,~ntrac~or B~nd $ 2,825" Tuf~l $ tl 3,830 0,7908% 0.07% NIC Subtof. al 4,0% Total $ 2 $ 983 - 116,878 121,748 12_/20/01 Pegs 1 of 1 12/22/01 SAT O?:4S rTX,'RX NO 51001 ~00S ent @~: CRION REALTY ADVISORS, ~C,; 9722411214; Dec :-01 B:IBAM; rage 9/!1 Demo Water 500,000 Water Tank & Appurtenances Exhibit C-1 Scope of Work: Demo a 500,000 gal concrete water tank. Use wrack, lng ball to break roof and sides. Bide in one area will be broken top to bottom tar drainage. Knock in sides to elevation 443.5 + or - I foot St. Joseph will c~ordinate with the City of Dallas to cap the flow meter line in the building basement and with the City of Coppell tn cut and and cap other lines in the street which the City of Coppell agrees to timely perform. Knock pump station into basement, Knock ~=ther above ground stru~-tures into the tank, Fill voids In debris with flow mix. Fill compact in lifts t= ground level (443 elev). 1. There is nc hauling. All concrete waste can be buried inside the tank. 2. Voids in demo'd concrete can be filled with flow 3, Con'crete debris from pump'station knocked into its basemenL 6, Assume n= hazardous waste on the site. 7. Assume ac~Jve e]e~dcal circuits can be dlsc;',nnected and r~moved from nearby transformers, Descrlptlort Qty Unit Unit Price 1. Demo SOO Gal WaterTenk and Appurtenances DisCOnnect Power toConcrete Bldg 1 Is 8 500.00 Remove/Relocate Power Pole 1 Is $ 1,~O0.OO Knockin Roof and Bides 2 da $ 4.750.00 Flow mix (material) 135 cy $ 48.5~ Flow mix placement (L'abor) 32 hfs $ 31,25 Fill (common b~rr~w) for Tank 80% of tank volume 2000 cy $ 9.75 Subtotal 2. Ralee sif. e from Elevation 4.43.5 to ~47 300' x 300' Remove fenode and trees 11687 cy $ 9.75 $ Subtotal $ GCs (Superintendent - 2 weeks) Building Permit Casualty Insurance Builder's Risk Insurance Payment and p~d'on'nance Bond General Contractor's Fee Less Negotiated reduction for fill 0.7908% o,o7%. Subt~=tal 4,~% To=tel Total Total 800 / 1,500 9;500 ~ 6,255 :~ 1,000 - 19,500-.~. ~ 3,75% so,oos 4,000 1,280 ~ 113 7 155,388 161,873 CCppelI-Utility Water T~nk.xls 12/22JI21 Page I of 2 ent By: OR~ON REALTY ADVZ$ORS, 9722411214; Bec '-01 8:lOAM h'Og8 IU/ I i ExhTh~.~ C-]. flaw mix quantity estimate diarn 68 ft radius 34 height (fi) 1 ft height (yds) 0.333333332 yd pi 3.;1418 constant Area 3632 sf sy conversion g sf/sy Area 404 sy Volume 135 - cy select fill quantity estimate ,;nd Unit prico calculation diem radius Ars~ height (fi) sy conversion Volume swell factor Truck Volume 34 ft 3,14 constant 3632 sf 17 61739 27 2887 1.5 343O $ ft cf cf/cy cy 9.7-= 6.50 $ 22,294 CoppalI-UIllity W&tar Tank.×ls 12/~-0/01 [=age 2 of 4 12/22/'0! SAT o?:45 [T~,-'P~ NO ~!oo] ~o!o REALTY ADVZSORS, c.; 9722411214~ Dec -01 8:~BAM~ wage Exhibit O Install 30" Sanitary Sewer Farce Main Scope of Work: Install a 1,930 If 3Q" ductite iron p~pe sanitary fume main in a,-cordance wJlh City of Cgppell plane ~repars~: cy Turner, Oollie &Braaen November, 2001 designated as the DeFeres[ 30" For~'e Main-Line A (12 Sheets) Description 3[3" CL51-D.I. Pipe 6' - 8' Cut 30" CL51:D-L P)pe 8' - 10' Cut 30" CL51-D.L Pipe 10' - 15 Cut Bore 30" sewer Air Release Vs. lves Bends 30' Plugs Trench Safety Testing Surveying Qt~ Unit Unit,price. Line TOtal 83~, if $ 83,50 $ 69,639 !it35 If $ 91.50 $ 85,644 loo If .~ 140,00 $ 14,000 120 If $ 275.00 $ 4 ea $ £,450.00 $ 9, BOO 12. aa $ 4,775.00 $ 57,300 2 ea $ 2,10D.00 $ 4,200 lg90 if $ 1.50 $ 2,985 1990 If $ 1.50 $ 2,985 1 Is $ 4.000 SubcontrActor P~ymant ~nd Performance Bond General Conditions Casualty Insurance Builder's Risk insurance Cante= Paymen[ and performance Bond General Contractor's Fee subtotal $ 283,553 $ 6.000 subtotal $ 289,553 $ subtotal $ E97,553 0.7908% $ 2,353 0.07% $ 208 subtotal $ 300,114 0.0% $ subtotal $ 300,114 4.0% $ 12,005 Total S 312,1i9 Copp~.lI-U[ility Force 2./20/O! Pa~e 1 cf 1