Loading...
ST9502-CS 950915JACKSON c~ WALKCR, L.L.P ATTORNEYS AND COUNSELORS DALLAS, TEXAS ?B20;~-379'/ ( :~ 1.6) 953-6000 September 15, 1995 1.4OUSTON FORT WORTH SAN ANTONIO VIA TELECOPY 233-5881 Mr. Harry M. Hatgrave 12221 Merit Drive, Suite 1750 Dallas, Texas 75251-2252 Pursuant to our prior, discussions, attached is a propored &-aft of Development Agreement dealing with the construction of the southern portion of the north-south road and the construction of the sanitary sewer line. By copy of this letter, I am telecopying additional counterparts of the attached to Messrs. Bealrd, Carducci, GaberE, Ginsberg, Hoffman, Shipman, Smith, Snell and Witt. Please contact mc afttr you have had a chance to cxm~jnc the attached. Very truly yours, Richard M. Dooley IG~D/am Enclosure co: Mr, Dan L, Beaird (w/enc,) - VIA TELECOPY S22-2682 Mr, Dan Carducci (w/eric,)- VIA TELECOPY 614/764-,32~3 Mr. Jay Oarett (w/eric,) - VIA TELECOPY 8171332-7473 Mr, Harold Ginsberg (w/enc,) - VIA TELECOPY 871-2023 Mr, Paul Hoffman (w/ent:,) - VIA TELECOPY 614/764-3243 Mr, Mike Shipman (w/cnc,) - VIA TELECOPY 304-8263 Mr, Pete Smith (w/enc.) - VIA TELECOPY 965-0010 Mr. Don Snell (w/erie.) - VIA TELECOPY 871-3517 Mr, Jim Wilt (w/enc,) - VIA TELECOPY 304-3673 R}A'DI43t273tD g~O/ZO0~ E:L. galzOa/60,.L }I3>l"IV/~ I NOS)i"OV.r HOH~ IAIV3~:II ~6-~I-60 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT ("Agreement") is made and entered into as of the day of , 1995, by and among Comerica Bank-Texas ("Comerica"), The Parks of Coppell Trust (the "Trust" ) , Overton Bank and Trust ( "Overton" ) and Wendy' s International, Inc. ("Wetly' s") . A. The Trust presently owns certain tracts of land situated in the City of Coppell, Dallas County, Texas (the "Trust Tracts"). B. Comerlea has contracted to purchaue from thc Trust that tract out of the Trust Tracts describe~ on attached Exhibit A (the "Comerica Tract"), pursuant to a contract between the Trust and comerica (the "Tru$t-ComeriCa Contract"). C. Overton owns that certain tract of land described on attached Exhibit B (the "Overton Tract"). D. The parties hereto contemplate the construction of a road (the "Road") within the right-of-way described on attached Exhibit ~-~ and depicted on attached Exhibit C-2 (the "Road Right-of-Way"). E. The parties hereto also contemplate the construction of a sanitary sewer line (the "Sanitary Sewer Line") within the sanitary sewer easement area described on attached Exhibit ~-1 and depicted on attached ~xhibit D-2 and within the sanitary sewer easement area described on attached Exhibit Z-1 and depicted on attached Exhibit E-2. F. All of the parties hereto wish to enter into ~his Agreement to evidence their agreements regarding (i) dedications or ~rants of easement for the right-of-way for the Road and easement areas for the Sanitary Sewer Line, (ii) the construction of the Road and the Sanitary Sewer Line and (iii) the payment of the costs to construct the Road and the Sanitary S~wer Line. AGREEMENTS For and in consideration of the benefits accruing to all of the parties hereto from the construction of the Road and the Sanitary Sewer Line and the further consideration of the agreements of the parties hereto contained herein, the parties hereto agree as follows: i. DediCa.tions/~asements. Promptly after the execution of this Agreement, the Trust agrees to dedicate the Road Right-of-Way to the City of Coppell, Texas (the "City"), by separate dedication or easement instrument approved by the Trust and the City. Promptly after the execution of this Agreement, the Trust agrees to grant an easement to ~h~ City for the Sanitary Sewer Line covering the sanitary sewer easement area described on attached Exhibit E-1 and depicted on attached ~hibit E-2 by separate dedication or easement instrument approved by the Trus~ and hh~ Ci~y. To the extent that the sanitary sewer easement area described on attached E~bibi~ E-1 and depicted on attached E~h~bit_~-~ falls within the ~oad Right-of-Way, such easement may be included in the same instrument dedicating the RoadRight-of-Way to the City. To the extent that portions of the sanitary ~ewev easement area described on attached Exhibi~ D-1 and depicted on attached Exhibit D-.2 fall within the Trust Tracts, the Trust, promptly after the execution of this Agreement, agrees to grant an easement to the City for the Sanitary Sewer Line covering such portions of the Trust Tracts by a separate instrument approved by the Trust and the City. A portion of the sanitary sewer easement area described on attached Exhibi~ D-1 and depicted on attached Exhibit D-~ is located within land owned by the City. Before or promptly after execution of this Agreement, the TruSt agrees to attempt to obtain a dedication by or easement from the City covering that portion of the sanitary sewer casement area described on attached P~xhibit D-1 and ~epicted on attached Exhibit D-2 located upon land owned by the City. 2. ADDrOVed Plans. No construction of the Road or the Sanitary Sewer Line shall be commenced until the plans and specifications thereo[ have ~eem. approved in writing by the City and by the parties hereto (the "Approved Plans"). 3. A~Droved Constr~ction 99Pts. No construction of the Road or the Sanitary Sewer Line shall be commenced until the costs to construct the applicable improvement have been approved in writing Dy all parties who have agreed or have any obligation to pay all or any portion of such construction costs (the "Approved Construction Costs"). 4. Road Constr~ction_.Cos.~_8. Co-America agrees to pay the costs to construct that segment of the Road which fronLs ~n Lhu easterly boundary line of the Co-America Tract, but such agreement is subject to a limitation contained in the Trust~Comerica Contract limiting Co-~nerica's contribution to such costs, together with the costs of other road improvements which are not covered by this Agreement, to a total of $31,000 (th~ amount to be contributed by Co-America, as limited by such limitation, the "Co-America Contribution"). The Trust agrees to pay all of the Approved Construction Costs for the construction o£ the Road in accordance with the Approved Plane therefor in excess of the Co-America Contribution. Nothing contained in this paragraph is intended or shall be construed to prohibit or prevent the Trust from obtaining - 2 - [o./tgoa [tgsto[/60.L l',IOS:>tOvr V89:II 96- I-60 contributions or reimbursements ~ro~oCher parties with respect to the Approved Construction Costs for the Road paid by the Trust pursuant tO separate agreements between the Trust and such parties. 5. Sanitary Sewer Line Construction Costs. Over=on agrees to pay the costs to construct that sec3ment of the Sani~ar~ Sewer Lin~ commencing st th~ southe£1y b~l~&-y 11~ ~ th~ ~oa~ Right- of-Way and ending on the northerl~ bou~dar~ line of the Ovation Tract (the "Ovation Contributions). The Trust agrees =o pay all of the Approved tenet.ruction Costs ~or the construction of the Sanitary Se~er Line xn accordance with the Approved Plans therefor in excess of the Over=on Contribution. Nothing conga{ned in this paragraph is intended or shall be construed to prohibit or prevent ~hs True= ~rom obtaining contributions or reimbursements from other partie~ with respect to the sl)~rov~d Construction Costs ~or the Sani=ar~ Sewer Line paid by the Trust pursuant to separate agreements between the Trust and such parties. 7. Construction. All parties hereto acknowledge chat likely would be mo~t cost efficient to construct the Road and the Sanitary Sewer Line at one t~me using one contractor, but nothing contained in this A~rea~ent shall be deemed to prevent or prohibit t~c consc~uc~ion of such improvements in segments if construction of such improvements at one ti~e with one contractor does not prove to be feasible. Secause of the benefits which will accrue to a tract o~ land being acquired by Wendy's from the completion of the Road and the Sanitary Sewer ~ine, wendy's tentatively has agreed to ~on~s~ with s co~trac~or for such construction and to supervise such construction, but Wendy' agreement to do so is expressly conditioned upon Wendy, s approval of thc applicable =one=ruction co~trsct(s} en~ Wendy's being s&tisfisd (through escrow of ~unds, letters of credit or other means satisfactory to Wendy's) thee monies are available to pay the applicable Approved Construction Costs. · The City b~ separate has agreed that the CLay will acc~e Road and the Sanitary Sewer Line as public improvementsoa~-~Xl~ assume the obligation in accordance with the Approved Plans therefor. / maintain the sam~upon the c~mpl~tion of th~ epplicabl~ 9. ~xhibits. All exhibits to th~s' Agreement are\[ incorporated into and made a part of this Agreement for purposes. i0. No R~cordation. This Agreement sb~ll not be recorded in thc Real DL*operty Records of D&llee County, T~e, but each p&rt¥ to this A~reement agrees to provide s copy of thie Agreement to any transferee of any of the tracts of land referred to in this = 3 - obligations of the transferor under this Agreement. 11. Termination. This A~Fsement may be terminated at any ti.~e by the execution of a written instrument of termination execute~ by al! o~ the partme8 hereto. This Agreement automatmca11¥ shall terminate u~on the coMl~leti~n o£ ~Ae construction of the ~oad and the ~anitar¥ Sewer Lmne and the acceptanc~/~b¥ the Cit~ of such mmprovements as provided in paragraph'~hereo~. Notwithstanding the foregoing, the ter~,lnation o~ ~his. Agreement shall not release any par~¥ from the outy and such party. I~ 12. ~ntire~ree~en~. This ~reemant constitutes =he entire agreement a~ong ~he parties hereto with respect to =he subject matter hereof and supersedes all prior oral or written agreements among the par~ies hereto wi~h respect to the subject matter hereo~. 13. ~. Any not~oe oommunio~ion re~irod or permitted hereun~e~ she£1 be given ~[ writing, sen= by (i) personal ~ellvery, or (ii) expaaited delivery service with proof of delivery, or (iii) unite~ states mail postage prepaid, registered or certified mail, return receipt requested, addressed to the appropriate party at its ad~ress set forth on the signature page oZ thxs Agreemen= or ~o such other address or to ~he attention of such other person as hereinaf~er shall be designated in writing by the applicable pa~y sent in acoord~noe herewith. Any suoh notice or communication eh&ll be deemed ~o have been given, whether actuall~ received or not, when sent or dispatched in the manner provided 14. Bind4na ~E~c~. Th~s Agreemen~ is binding upon and inures to 2he benefit of the parties hereto and their respective successors and aesigll~. IN WITNESS WHeReOF, the parties hereto have executed this Agreement as of the day, month and ~sar first above written. COM~RICABANK-TEXAS Comerica's address for notice: P. o. Box 650282 B~ Mail Code 6518 David A. Minkua, Dallas, Texas 7526B-0282 Senior Vice President - 4 - ~ ,---,, The City With/A Beautiful Future (,opDe~!, !'e~as ;:5019 4-462-0022 September 14, 1994 Dan Beard, Inc. Commercial Real Estate 5 12 1 McKinney Avenue Dallas, Texas 75205 Re: Coppell Town Center Dear Dan: Thanks for your fax of September 13 regarding the activity in the area of Coppell Town Center. As I mentioned to you in a previous visit, sometime in the future, and hopefully in the near future, we will be reviewing our facility needs for our Police Department. At this time I am unsure as to the level of commitment we could make to Univest and to yourself with regard to the timetable for purchase of the land adjacent or in close proximity to the Town Center. During the next couple of weeks we will be working with Council, Planning Commission, and staff members in ascertaining what our immediate plans might be for the expansion of City facilities. We are, though, in no way at this time ready to make a commitment with regard to property in the area. I would be more than happy to visit with you at greater length about this, and appreciate the opportunity to do this in a face-to-face basis in the next couple of weeks. Please call me in order to set up an appointment to discuss these ideas. Re tfully, i.m Witt JW:kb Mayor and Council ~riffin Clay Phillips Gary Sieb