ST9502-CS 95092109x22x95 14:26 NICHOLS ~ACKSON DILLARD H~GER... ~ CITY OF COPPELL N0.594 POO~x009
LAWRENCE W. JACKSON
ROBERT L OIt-I, ARD III
ROBERT E. HAGER
PE'rER G, SMI'rH
DAVID M. BF.,qM, a,N
i~qUCiE A. S"rOCKAFID
NICHOLS, JACKSON, DILLARD, HAGER & SMITH, L.L.P.
Altomeys & Counselors at Law
1800 Lincoln Pin
500 North Alm. d
Dallas, Texas 75201
(214) 965-9900
'Fax (214) 965-0010
JOH~ F. ~01~M 1,
ROBE'lrt L O|U, XqO.
H. LOU~ NICHOL.~
C~ e,-OUktS8,
VIA FACSIMILE
Mr. Richard M. Dooley
Jackson & Walker, LL.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
Mr. Tim West
Wendy's International, Inc.
4545 Fuller Drive, Suite 404
Irving, Texas 75038
Mr. Harold Ginsburg
2610 Fairmount
Dallas, Texas 75201
September 21, 1995
Road Development Agreement between the City of Coppell, Texas, Come~ca
Bank-Texas, The Parks of Coppell Trust and Wendy's International. Inc.
Gentlemen:
Enclosed please find draft of the above-described agreement. Please review and
advise the undersigned of any comments or corrections.
Thank you for your attention in this matter. If you have any questions in this regard,
please don't hesitate to cornact me.
Very truly yours,
NICHOLS, JACKSON, DILLARD,
HAGER & SMITH, L.LP.
By:
Peter G. Smith
09/22/95 14:26 NICHOLS ~ACKSON DILLARD HAGER... ~ CITY OF COPPELL N0.57~ P003/009
DRAFT
ROAD DEVELOPMENT AGREEMENT
THIS ROAD DEVELOPMENT AGREEMENT ("Agreement") is made and entered
into by and :~mong the City of Coppell, Texas (the "City"), Comerlea Bank - Texas
Ccomerica"), The Parks of Coppell Trust (the "Trust") and Wendy's International, Inc.
{"Wendy's").
RECITALS:
WHEREAS, the Trust presenfiy owns those certain tracts of land described on
attached .Exhibit A {the "Trust Tracts"); and
WHEREAS, Comerlea has contracted to purchase from the Trust that tract out of the
Trust Tracts described on attached Exhibit B (the "Comerlea Tract"), pursuant to a contract
between the Trust and Comerica (the "Trust - Comerlea Contract"); and-
WHEREAS, the parties hereto ontemplate the construction of a road and required
configuration of the East-West Road is depicted on attached Exhibit C; and
WHEREAS, Wendy's has agreed to contract for the construction of the East-West
Road and required landscaping for the parties and to supervise the construction of such
project; and
WHEREAS, at least one-third (1/3) of the cost of the construction of the East-West
Road is to be paid by or through special assessments levied on the property that will benefit
from the improvements; and
WHEREAS, The Trust and Comerica have agreed to construct its East-West Road
in lieu of any special assessments authorized for the construction of the East-West Road;
and
WHEREAS, all parties hereto wish to enter into this Agreement to evidence their
agreements regarding (i) dedications or grants of easement for the fight-of-way for the East-
We, st Road; (ii) the construction of the East-West Road; (iii) the payment of the costs to
construct the East-West Road and the required landscaping; and (iv) the maintenance of
the East-West Road after the completion Of the construction thereof.
AGREEMENTS
NOW, THEREFORE, in consideration of ten dollars ($10.00) and other valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, including the
Road Development Agreenient - Page
as60~'5~6
09/22/95 14:26 NICHOLS ZACKSON D[LLARD H~GER.., + CITY OF COPPELL N0,574 P004/009
,/
construction of the East-West Road herein, the parties hereto agree as follows:
l. Right-of-Way. The Trust shall by separate instn.,ment dedicate or grant
easements to the City for the East-West Road whether or not such portions of the Trust
Tracts are then being platted. All parties hereto acknowledge that the City has no
obligation to condemn or pay any sum of money in connection with such dedications or
grants of easement for the right-of-way for the East-West Road.
2. Approved Plans. No construction of any segment of the East-West Road shall
be commenced until the plans and specifications thereof have been approved in writing by
the City, and by all parties paying or contributing to the payment of the cost to construct the
applicable improvement (the "Approved Plan-~'). The Bast-West Road shall be designed and
constr,~cted in accordance with the specifications attached hereto as Exhibit D; and the
required landscaping shall be in accordance with the landscape plan attached hereto as
Exhibit E.
3. Appwved Construction Costs. No construction of any segment of the East- '
West Road or the required landscapbsg shalt be commenced trot11 the costs to constnzct Such
have been approved in writing by a]l parties who have agreed or have any obligation to pay
aiZ or any portion of such costs (the "Approved Construction Costs").
4. Cost of. Project. The-parties agree that the cost of the East-West Road and
landscaping shall be paid as follows:
a. City pays one-third (1/3) of Approved Construction Cost;
b. Comerlea pays one-third (1/3) of Approved Construction Cost; and
c. The Trust pays one-third (1/3) of Approved Construction Cost.
5. East-West Road Construction Costs. The City, Comerica and the Trust each
agree to pay one-third (1/3) of the Approved Construction Costs for the construction of the
East-West Road and the landscaping in accordance with the Approved Plans therefor. If
Comeflea does not acquire the Comerion Tract, the Trust agrees to pay the one-third (1/:3)
of the Approved Construction Costs for the construction of the East-West Road in
accordance with the Approved Plans therefor which would have been paid by Comeflea.
Nothing contained in this paragraph is intended or shall be construed to prohibit or prevent
any party from obtaining contribution from other patties toward the payment of Approved
Construction Costs to be paid by the applicable party. For example, because of terms and
provisions contained in the Trust-Come~ca Contract, the Trust under certain ciro_;mstances
might be required to contribute to the one-third (1/3) of the Approved Construction Costs
for construction of the East-West Road in accordance with the Approved Plans therefor to
be paid by Comeflea pursuant to the first sentence d this paragraph.
Road Development A~teement - Page 2 AUG0757$
09/22/95 14:27 NICHOLS ..TACKSON II~J~,~HA R... -> CITY OF COPPELL N0.574 P005/009
the construction of the East*West Road and the required landscaping. Wendy's agrees to
contract with a contractor for such construction and to supervise such construction, but
Wendy's agreement to do so is expressly conditioned upon Wendy'5 approval of the
applicable construction contract(s) and Wendy's being satisfied (through escrow of funds,
letters of credit or oiher means satisfactory to Wendy's) that monies are available to pay the
applicable Approved Construction Costs.
v/ 7. Acceptance/_Maintenance. The City agrees that the City will accept the East-
West Road as a public street after approval and acceptance by the City Engineer.
8. Exhibits. All exhibits to this Agreement are incorporated into and made a
pan of this Agreement for all purposes.
9. No Recordation. This Agreement shall not be recorded in the Real Property
Records of Dallas County, Texas, but each party to this Agreement agrees to provide a copy
of this Agreement to any transferee of any of the tracts of land referred to in this
Agreement ~ud to require such transferee to assume any duties and obligations of the
transferor under this Agreement.
10. ~en3nination. This Agreement may be terminated by giving thirty (30) days'
written notice to the other parties..This Agreement auWmatically shall terminate upon the
completion of the construction of .the East-West Road and the required landscaping and the
acceptance by the City of such improvements. Notwithstanding the foregoing, the
termination of this Agreement shall not release any party from the duty and obligation to
pay any Approved Construction Costs which are owed by such party.
11. Entire Agreeme__nt. This Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof and supersedes all prior oral or
written agreements among the parties hereto with respect to the subject matter hereof.
12. Notice. Any notice or comm~_mication required or permitted hereunder shall
· be given in writing, sent by (i) personal delivery, or (i/) expedited delivery service with proof
of delivery, or (iii) United States mail, postage prepaid, registered or certified mail, return
receipt requested, addressed to the appropriate party at its address set forth on the signature
page of this Agreement or to such other address or to the attention of such other person as
hereinafter shall be designated in writing by the applicable party sent in accordance
herewith. Any such notice or communication shall be deemed to have been given, whether
actually received or not, when sent or dispatched in the manner provided herein.
13. Binding Effect. This Agreement is binding upon and inures to the benefit of
the parties hereto and their respective successors and assi&,n.~.
Road DevelOpment A~r~cm~nt - P~,'~ :~ AGG07576
09/22/95 14:28 NICHOLS ZRCKSON DILLRRD HAGER... ~ CITY OF COPPELL N0.574 P006/009
14. SeverabiliW. In the event any section, subsection, paragraph, sentence, phrase
or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement
shall stand, shall be enforceable and shall be read as if the paxties intended at all times to
delete said invalid section, subsection, paragraph, sentence, phrase or word.
15. Al~pJ_i_Cab_le Law. This Agreement shall be construed under the laws of the
State of Texas. Venue for any action under this Agreement shall be the State District Court
of Dallas County, Texas.
16. If any party hereto fails to contribute funds to the escrow fund as herein
provided; or if any party fails to obtain, cause to be ob~Ined or othenvise fails to obtain or
provide right-of-way and/or other easements if required for the project, or, if any party
othenvise fails to abide by his obligations hereunder; then, any other party hereto, shall, in
addition to any other rights or remedies available to such other party at law or in equity, be
entitled to terminate this Agreement or to enforce specffic petefinance of the defaulting
party's obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day, month and year first above written.
CITY OF COPPELL, TEXAS
City's address for notice:
255 Parkway Boulevard
Coppell, Texas 75019
Attn: Jim With City Manager
By:
· 'jim wiit,
City Manager
"Comerica's address for notice:
P.O. Box 650282
Mail Code 6518
Dallas, Texas 75265-0282
COMBRICA BANK-TEXAS
By:
David A. M'fnkus,
Senior Vice President
Roid Dc':,.jGpii Ag~cem~ - Page 4 "' iuuozs'r6
0B/22/95 14:28 NICHOLS ~ACKSON DILLARD HAGER... ~ CITY OF COPPELL N0.574 P007/009
Trust's address for notice:
c/o Harry M. Harffrave, Trustee
12221 Merit Drive, Suite 1750
Dallas, Texas 75251
THE PARKS OF COPPELL TRUST
Harry M. Hargrave,
Trustee
Wendy's address for notice:
P.O. Box 256
4288 W. Dublin-Granville Rd.
Dub!!_n; Ohio 43017
WENDInS INTERNATIONAL, INC
N~m~:
Ti~e:
Road Developmeu~ ~reement '- Page
09/22/95 14:28 NICHOLS 7ACKSON DILLARD HAGER... ~ CITY OF CDPPELL N0.574 P008/009
DRAFT
RESOLUTION OF THE CITY OF COPPELL
RESOLUTION NO.
A RESOLUTION OF THE CITY OF COPPELL, TEXAS, WAIVING SPECIAL
ASSESSMENTS FOR THE CONSTRUCTION OF A ROADWAY; AND PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, the Parks of Coppell Trust, the City of Coppeil, Texas and Comerica
Bank-Texas have entered into a Road Development ASreement for the construction of the
roadway described herein; and
WHEREAS, the City of Coppell is authorized to levy special assessments for the cost
of construction of the roadway; and
WHEREAS, Parks of Coppell Trust and Comerica Bank-Texas have agreed to pay
the cost of construction of said r~adway and the required landscaping and dedicate the
necessaryright-of-way; and C~'~ ~,~ll ~4:,0 ~,~c,~; 4~
WHEREAS, the City of Coppell desires to accept the construction of the roadway and
requixed landscaping in lieu of the levy of special assessments;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF COPPELL, TEXAS:
SECTION 1. That the City of Coppell, Texas hereby accepts the construction of the
roadway and required landscaping described in Exhibit "A" in lieu of the levy of special
assessments ag.3.inst the Pal'ks of Coppoll Trust and its property described in Exhibit "B"
incorporated herein, conditioned upon the completion of the construction of said roadway
and the required lar~dscaping and the acceptance thereof by the City of CoppeLt, Texas.
AGGiT/Sg9
NICHOLS YACKSON DILLARD HQGER... ~ CITY OF COPPELL N0.594 P009/009
SECTION 2. This resolution shall become effective immediately from and after its
passage, as the law and charter in such cases provide.
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on
this the day of ._ ,1995.
APPROVED:
TOM MORTON, MAYOR
ATIEST:
APPROVED AS TO FORM:
LINDA GRA:U, CITY SECRETARY
PETER G. SMITH, CITY ATI'ORNEY
(PGS/ct 9-22-95)
09-21-95 !2:21PM
214 953 5?04
FROM JACKSON~WALKER
TO 9-3043573
JACKSON & WAI,KRP-, L.L.P.
901 Main Strut
Dallas, T~ 752~
~14) 953-~
FACS~-E - D~~~O~ mT
P001/004 .~,,..~c
~ LOCATIONS
Fort Worth, Houston, $an Ammnio
Dam: ~- J/--
Number of pages including cover ~he~ti,
NAME
COMI~ANY NAME
,052ll- O t T q
~D4L- 3~ 7,7..5
Please call (214) 953411811 if you do not receive. all pages.
FACSIMII ,R - INTEROFFICE USE
CLient/Matter No.: 1 O0. C) g [. f 0No. of Page-s:
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t:' t .....
This facsimile is inl~mted only f~r ~ use of tke ~a_a__nss~. If th~ addressee of fixis fac~lmil~ is a cH~a~ or
ag~t for one of o~ c~$. you ~ ~ g~ ~t ~o f$1e ~.i.. leg~ly pnvileg~ md eo~ati~
~m~on w~ch we ~nd~ W nd to ~e ~d~ o~y.
h my evnt, if you ~ not ~e ~te~ r~ipi~t of ~ ~si~le, you ~e h~by notiH~ ~t you ~ve
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........ &v l- - ........
09-21-95 i2:21PM
FROM JACKSON & WALKER
tO 9-3043673
~002/004
JACKSON & WALKER, L.L.P.
ATTORNEYS AND COUNSELORS
fil~l HAIN
SUIT( 6~
DALLAS, TEXAS 75~02-3797
~TH ER LOCATIONS
FORT WORTH
SAN ANTONIO
Septentbcr 21, 1995
VIA TELECOPY 965-0010
Peter G. Smith, Esq.
Nichols, Jackson, Dillard, Haggard & Smith
1800 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
Dear Pete:
Rcfercncc is madc to my letter, dated Sepunuber 15, 1995, tu Mr. Harx7 M. Hater'ave
r~garding the Development Agreentent Ch~rein so called) dealing with the construction of the
shuthem portion of the north-sou{h road snd the construction of a ssnih-u'y sewer line. A copy
of such letter and the Developntent Agreement were telecopied to you on September 15, 1995.
With respect to the right-of-way dedication for the souffiern portion of the north-south
road referred to in the Development Agreement and the casement for a portion of the sanitary
sewer line referred to in the Development Agreement, attached are proposed drafts or
instruntents captioned Right-of-Way Dedication and Sanitary Sewer Easement. Although the
attached drafts of such instruments are similar to the form of Utility Easement telecopied to me
by Mr. Ken Griffin of the City of Coppell, they are different because of the different situations
being dea[t with by such instruments. Please advise me if the attached forms of Right-of-Way
Dedication and Sanitary Sewer Easement are acceptable to the City of Coppeil at your earliest
convenience.
! Further, as wc have previously discussed by telephone, we would like a letter from the
City of Coppoll indicating that the City of Coppoll will accept the Road and thc Sanitary Sewer
~'Line (as defined in the Development Agreement) as public intproventents and agree to maintain
the same after completion in accordance with the Approved Plans (as defined in the Development
Agreement). See paragraph 8 of the Development Agreement.
~ A1so, a portio~ of the area i~ which the Sanitary Sewer Line is to be constructed runs
across land owned by the Ci~ or' Coppelt and a paz~ of the northern portion of the norffi-south
09-21-95 12:21PM
FROM JACKSON & WALKER
?0 9-3043573
~003/004
PemrG. Smith, Esq.
September 21, I995
Page 2
road (i.e., the portion of the north-south road not covered by any of the Development Agreement
or the attached Right-of-Way Dedication or Sanitary Sewer Easement). Attached is a metes and
bounds description and drawing of such area prepared by Mr, 5eff Shepard of Dowdey-Anderson
& Associates, Inc. It is my impression from the meeting of the various interested parties at the
City of Coppell municipal center a couple of weeks ago that an easement for this portion of the
sanitary sewer easement area was being created through the platting process, hut I have no idea
at this time if this is being done, and if it is being done, when the process will be concluded.
I am telecopying a counterpart of this letter fo both Messrs. Griffin and Shepard, and I would
appreciate information from them regarding this issue.
The east-west road along the northern boundary line of the tract being sold to Comerica
Bank-Texas and the northern port[on of the north-south road (Lc., that portion of the north-south
road beginning at the northern boundary line of the road right-of-way described in the attached
Right-of-Way Dedication and nitthing north to Park'way Bou]ev'ard) also need to be dealt with.
Attached hereto is a description of what appears to be the southern one-half portion of such east-
west road which was prepared by Mr. Shepard. I do not have a description of the northern one-
half portion of such ea.~t-west road, nor do I have a description of the northern portion of the
north-south road. Again, I am telecopying a counterpart of this letter to Messrs. Griffin and
//~hcpard, .-h-xd I would appreciate iifforxxmtion regarding these issues.
Finally, it was my ~nderstanding that you were preparing a draft of a developn~ent
agreement regarding the east-west road and the northern portion of the noah-south road. As of
this date, I have not received such draft.
Although the several parties under contract to purchase land fronting on the southern
portion of the north-south road (Comerice Bank-Texas, Wendy's International, Inc. and ~e
YIVICA) may be willing to close without the nonhem portion of the north-south road being
completely resolved, I am sure both they and we would feel more comfortable if it wcrc
completely resolved or at least if all of us had a good understanding regarding how it was bcing
resolved. In any event, we need to have the east-west road and the sanitary. sewer easernent
issues dealt with in the first part of this letter resolved to close the Comerice Bank-Texas and
the Wendy's International, Inc. contracts.
09-21-g5
12:21PM
FROM JACKSON & WALKER
9-3043673
P004/004
Peter O. Smith, Esq.
September 21, 1995
Page 3
Please feel free to contact me if you have any questions regarding the foregoing.
solicit your help in moving these matters along as soon as possible.
Very truly yours,
Richard M. Dooley
RMDIam
Enclosure
cc: Mr. Dan L. Beaird - VIA TEI,ECOPY S22~2682
Daniel G. Carducci, Esq. - VIA TELECOPY 614/'764-3243
Jay S. Garrett, Esq. - VIA TELECOPY 8171332-7473
Mr. Harold H. Ginsburg - VIA TELECOPY 871-2023
Mr(i~Griffm - VIA TELECOPY 304-3673
,/Mr. Harry M. Hargrave - VIA TELECOPY 233-S881
Mr. Paul Hoffman - VIA TELECOPY 541-0179
Mr./eft Shepard - VIA TELECOPY 931-9S38
Mr. Mike Shipman - VIA TELECOPY 304-8263
Donald H. Snell, Esq. - VIA TELECOPY 871-3517
Mr. Jim Wilt - VIA TF, I,ECOPY 304-3673
RMDI431457 tD