ST0301-AG070327
THE.CITY.OF
DEPT: Engineering
DATE: March 27, 2007
ITEM #: 10/G
AGENDA REQUEST FORM
corrELL
"'"~_ *" fJ~~
~;-~~
.e J( ~. 6 . \!I q
D WORK SESSION
o CONSENT
D REGULAR
ITEM TYPE: CONTRACT/BID or PROPOSAL
ITEM CAPTION:
Consider approval of an 'Agreement of Exchange of Property' between the City of Coppell and Chadick Capital L.P.
for the exchange of property to allow the construction of drainage improvements on the Bethel Road Phase I Project;
and authorize the City Manager to sign.
GOAL(S):
~
-
IIII
o
EXECUTIVE SUMMARY:
Approval of this agreement will allow the construction of the drainage improvements on the Bethel Road Project to
continue.
Staff will be available to answer any questions at the council meeting.
FINANCIAL COMMENTS:
RECOMMENDED ACTION:
Staff recommends approval of the agreement of exchange of
property between the City of Coppell and Chadick Capital L.P.
ACTION TAKEN BY COUNCIL:
APPROVED BY
CITY COUNCIL
ON ABOVE DATE
Motion to Approve
M - York
S - Brancheau
Vote - 7-0
#Bethel Rd Drainage
THE.CiTY.OF
COPPELL
..~* ~
~ 0
e q
.\' ~ s . t l>
MEMORANDUM
TO:
Mayor and City Council
FROM:
Kenneth M. Griffin, P.E., Director of Engineering and Public Works
DATE:
March 27,2007
REF:
Consider approval of an 'Agreement of Exchange of Property' between the
City ofCoppell and Chadick Capital L.P. for the exchange of property to allow
the construction of drainage improvements on the Bethel Road Phase I
Project; and authorize the City Manager to sign.
Since late 2005, the City of Coppell has had numerous meetings with Steve Chadick concerning
right-of-way required to facilitate the reconstruction of Bethel Road. In all, the city needs to
acquire 21,141 square feet for drainage easements and 7,325 square feet for right-of-way from
property owned by Mr. Chadick. This equates to a total of 28,467 square feet of land to be
acquired by the city. According to property value information obtained from Dallas County
Appraisal District (DCAD), the value of the total acquisition is $75,766. The concept and the
particulars of the proposed exchange of property between the City of Coppell and Chadick
Capital L.P. was discussed with City Council on November 28, 2006. This 'Agreement of
Exchange of Property' is the result of City Council discussion at the council meeting.
In discussions with Steve Chadick, he has expressed an interest in obtaining a portion of the city
owned property immediately west of the Art Annex and south of Bethel Road. A portion of that
city owned property lies within the floodplain and the northwest comer has a channel running
through it. Mr. Chadick is interested in that property as a potential place to expand the parking
lot for the Art Annex. He currently owns not only the Art Annex, but also the property south of
the city owned property. The Dallas County Appraisal District lists the value of the city owned
property at $23,400. As stated, there is a channel running through the northwest comer of the
city owned property and the Corp of Engineers is requiring us to maintain the channel sections,
therefore only 16,535 square feet of the city owned property is available to Mr. Chadick.
If we purchased property from Mr. Chadick for the DCAD value and then sold Mr. Chadick our
property, per the DCAD value, we would still need to pay Mr. Chadick $59,229. However, Mr.
Chadick has indicated that he is willing to trade property that he owns that we need for the
expansion of Bethel Road for property that we own adjacent to the Art Annex. For some reason,
DCAD lists property owned by Mr. Chadick at a price of anywhere from $0.75 to $4.02 per
square foot, with the majority of the property that Mr. Chadick owns between $3.00 and $4.00
per square foot. If we were to trade property with Mr. Chadick, then the city more than likely
would only be out a little over $24,000 to purchase the remaining property needed from Mr.
Chadick.
Attached to this memo is a schematic showing property owned by Mr. Chadick in green and blue
and the property owned by the City of Coppell in red. My recommendation would be to
structure a trade of property with Mr. Chadick that would allow us to trade our property for some
of the higher priced property that he owns. On the attached exhibit, I am recommending that we
consider trading our property shown in red for the property shown in blue, owned by Mr.
Chadick. We would then purchase the remaining property owned by Mr. Chadick, which is
shown in green on the attached exhibit.
Following this process and again using DeAD values for the remainder of Mr. Chadick's
property, we would still owe Mr. Chadick $24,393 for the balance of the land that we need from
him for the reconstruction of Bethel Road.
If this agreement is approved by Council, then I will obtain Mr. Chadick's signature and file the
agreement with Dallas County. At that time, I will purchase the remaining portion of property
needed for the project from Mr. Chadick in the amount of$12,436.71.
Staffwill be available to answer any questions at the council meeting.
-T HE. C; I T Y . C) F
-COPPELL
~- I1i
*
oS
August 8, 2006
Steven Chadick
2019 Northwood Terrace
Denton, TX 76209
RE: - Bethel Road Project #ST 03-01
ROWand Drainage Easements
Dear Mr. Chadick:
- This letter is written as a follow-up to our previous meetings and conversations concerning
acquisition of property that you own located at the northwest comer of Bethel Road and Coppell
Road. Right-of-way is needed for the widening of Bethel and Coppell Road and also drainage
easements are necessary for the improvements to Stream G 1, which is a portion of Grapevine
Crcek. Based on our meetings, it is my Wlderstanding that you would be agreeable to trading a
portion of the property required by the city for a portion of the property that the city owns on the
south side of Bethel Road, west of the property that you own that houses the Art Annex.
The following is my attempt to swnmarize our conversations and present them as an offer from
the City for the land needed for the improvements to Bethel Road, Coppell Road and Stream G 1_
The City will trade Parcel] (shown in red on attached exhibit) for all of Parcel 2 and p011ion of
. Parcel 3 (shown in blue on attached exhibit).
I. The City will trade Parcel 1 (shown in red on attached exhibit) for all of Parcel 2 and
portion of Parcel 3 (shown in blue on attached exhibit).
f City Owned Parcel I 16. 537 SF T/16,537 SF
Property
Chadick Parcel 2 1L917SF
I Ovmed Part of Parcel 3 4,620 SF
Propeliy T/16,537 SF
2. The City will purchase the remaining portion of Parcel 3 and all of Parcels 4 and 5 (shown
in green on attached exhibit). '
Remainder of 498.37 SF x $5.00 SF $2,491.85
Parcel 3
Parcel 4 609.38 SF x $3.00 SF $1,828.14
Parcel 5 9,224.36 SF x $.75 SF $6,918.27
Parcel 5 I ROW 1,597.94 SF x $ .75 SF $1,198.45
Total Offer
$12,436.71
255 PAR K WAY * P - 0 . BOX 9 47 a * COP P 0: L L T X 7!:i 0 1 9 * TEL 972/4 II 2 oo:a 2 * FAX 972/304 3673
.........c
s:::~
OJ -..-I
S ~
~~
L-. ~
bIlO
~.E
.- .......
(1) ~
~E
~
5tS
~o
"'0:;
~ 5
fI.l1:!
tlJJ '..-1
P ~
.- ~
-0 0
v ~
E OJ)
~
;,..;,..-1
~~
o Q
........ .-
t'd"'O
d
~ '...... .
v ...-
tIJ~O
rJ'.I ~ ~
~ ~ ~
~- 0
...... CIJ U
"'d . ;::l ~
{/.l ~ 0
~a>.
~ ~.i:::
~~u
..Q e (JJ
~~i3
"O~~
~ ~ ~
.~ .- ::i
~ 00 0
4.) ~
~ t:=
rJ'.I ~ 8
~ ~~
1).J::CI)
~~~
~ 0 t:=
;:3 - 0
(,) ~,-
C,,) ,..., ....
cd ~ ~
Q) CIJ (I)
> .- g
~'i3.b
~.:firn
-_ '..-1
~~o:S
~~
(l)"'O
g ij
~ "
c'C;SN
~-
~ Q) ;t
o e 0
oS ~ >-
.- M E
~ ~ 0
bl) tl::J
=.....-lV""l
:So "0
o ~ ~
~~~
~ It) 00
o~ _
~ ~ ~
I/} ~ 0
Q.) .... ;s
gB~
ttp'g
0...... Cd
-Suf"i")
(1)-
~ -5 8
in ~ ~
dOP1
Cd""""f.+-j
o <a 0
~=:o
c'~ (.)
~~j
...... ~ ctS
~r. ':+::J ...0
Q,) m lU
~~-B
.250
"0 s's
~ E t:r
01)00
'w ~ t'd
(1) (1) .s
..=~-
..-.~ ~
~ 2 ."
-..-c c.. M
ll>,..........
U ~ V
4.) e
- Q) ctS
V'fiP-r
~(I)l+-.
~~o
~ fr g
CI.) I-l ,_
(,) ~~
8.9&
~'
o
~
--.>
s=
o
<:;)
.s
a.>
l.D
~
-
v
~
('I)
I V>
~
la'
0..
Q
o
'r-<
~
E
tB
~
'r-<
-
ro
Q
o
',p
0-
"0
~
>.
~
~
o
s:::
;...
o
tI.)
s:1
o .
....-oj C1)
~ u
~ 5
:;:$...-1
O"'~
>.G)
~ E
o
Q.) 0
~ ~
..e:~
""d
"3~
o Q)
~ (.)
..n~
~~
o 0
~.~
~..c:=
~ .....
I
~
CJ
~
~
\
tK)
~
-
.-J
-.l
~
a...
~
\J
~
j!
~
G)
~~
~
'~
I7.l
~
o
~ 00
u ~
'0004 ~
- ~
.g --4
J:tjt 1
Os:: Q.,
IJ.. 't: \0 8
a 11) 00 _~
~~\O-'O
e+:t .;:::c M ~ tN,
~ 't:: CD I 0 ~
~&Sg~~
~ ~ -.. ~ .~
.. ~ ON('t) bi:)
~ ~ ~ $-4~~~
Q) .....0 """--_
~ 'c< GJ ~ Cl)' - .....c
4.) E8oO\cd
~ Q) .!:: ij3 ~ E
CI3 ~AO~~
\
\
\
AGREEMENT OF EXCHANGE OF PROPERTY
THIS AGREEMENT OF EXCHANGE OF PROPERTY ("Agreement") is made by and
between the City ofCoppell, Texas ("City"), a Municipal Corporation under the laws of the State
of Texas, and Chadick Capital L.P. ("Chadick").
I.
Property Exchan2e
1.01 City to Chadick. City agrees to exchange and convey unto Chadick, and
Chadick agrees to exchange and accept from City all of that certain tract of real property located
in Dallas County, Texas, consisting of approximately sixteen thousand five hundred thirty-seven
(16,537) square feet and being more particularly described in Exhibit "A," which is attached
hereto and incorporated herein for all purposes, for the consideration and subject to the terms,
covenants, conditions and provisions herein set forth.
1.02 Chadick to City. Chadick agrees to exchange and convey unto City, and City
agrees to exchange and accept from Chadick all of that certain tract of real property located in
Dallas County, Texas, consisting of approximately sixteen thousand five hundred thirty-seven
(16,537) square feet and being more particularly described in Exhibits "BI" and "B2" which are
attached hereto and incorporated herein for all purposes, for the consideration and subject to the
terms, covenants, conditions and provisions herein set forth.
II.
Consideration
2.01 Purchase Price. The purchase price and/or exchange to be paid for the sale,
exchange and conveyance shall be as follows:
(a) For the property described by metes and bounds in Exhibit "A," Chadick
shall pay to the City the purchase/exchange price of ten dollars ($10.00); and as further
consideration, Chadick shall convey unto City the property described in Exhibits "B I " and "B2";
and
(b) For the property described by metes and bounds in Exhibits "Bl" and
"B2", City shall pay to Chadick the purchase/exchange price of ten dollars ($10.00); and as
further consideration, City shall convey unto Chadick the property described in Exhibit "A."
III.
Inspection
3.01 Inspection Obli2ations.
(a) Chadick and Chadick's Contractors shall: (i) not disturb the tenants, if
any, of the Property; (ii) not damage any part of the Property; (iii) nor injure or otherwise cause
Page 1
10757
bodily harm to City, its agents, contractors, employees or tenants; (iv) maintain general liability
( occurrence) insurance in terms and amounts satisfactory to City covering any accident arising in
connection with the presence of the Chadick, its agents and representatives on the Property; (v)
promptly pay when due the costs of all tests, investigations, and examinations done with regard
to the Property; (vi) not permit any liens to attach to the Property by reason of the exercise of its
rights hereunder; and, (vii) restore the surface of the Property to the condition in which the same
was found before any permitted inspections or tests were undertaken. The obligations of
Chadick created pursuant to this Agreement are called "Chadick's Inspection Obligations."
Notwithstanding any provision of this Agreement to the contrary, no termination of this
Agreement shall terminate the Chadick's Inspection Obligations, and the limitations of damages
as set forth in this Agreement shall not apply to any cause of action arising out of a breach of the
Chadick's Inspection Obligations.
(b) City and City's Contractors shall: (i) not disturb the tenants, if any, of the
Property; (ii) not damage any part of the Property; (iii) nor injure or otherwise cause bodily harm
to Chadick, its agents, contractors, employees or tenants; (iv) maintain general liability
(occurrence) insurance in terms and amounts satisfactory to Chadick covering any accident
arising in connection with the presence of the City, its agents and representatives on the
Property; (v) promptly pay when due the costs of all tests, investigations, and examinations done
with regard to the Property; (vi) not permit any liens to attach to the Property by reason of the
exercise of its rights hereunder; and, (vii) restore the surface of the Property to the condition in
which the same was found before any permitted inspections or tests were undertaken. The
obligations of City created pursuant to this Agreement are called "City's Inspection Obligations."
Notwithstanding any provision of this Agreement to the contrary, no termination of this
Agreement shall terminate the City's Inspection Obligations, and the limitations of damages as
set forth in this Agreement shall not apply to any cause of action arising out of a breach of the
City's Inspection Obligations.
3.02 Property Conveyed "AS IS".
(a) CHADICK ACKNOWLEDGES AND AGREES THAT CITY IS
NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED,
WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO,
WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER
THAN CITY'S WARRANTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY
DEED TO BE DELIVERED AT CLOSING), ZONING, TAX CONSEQUENCES,
PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS,
INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS , VALUATION,
GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY
OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY
INCLUDING, WITHOUT LIMITATION: (A) THE VALUE, CONDITION,
MERCHANT ABILITY, MARKET ABILITY, PROFITABILITY, SUITABILITY OR
FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY; AND (B)
THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE
PROPERTY. CHADICK AGREES THAT WITH RESPECT TO THE PROPERTY,
Page 2
10757
CHADICK HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER
DIRECTLY OR INDIRECTLY, ANY STATEMENT, REPRESENTATION OR
WARRANTY OF CITY OR ANY AGENT OF CITY. CHADICK REPRESENTS THAT
IT IS A KNOWLEDGEABLE CHADICK OF REAL ESTATE AND THAT IT IS
RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF CHADICK'S
CONTRACTORS, AND THAT CHADICK WILL CONDUCT SUCH INSPECTIONS
AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO,
THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL
RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK THAT
ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL
AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY
CHADICK'S INSPECTIONS AND INVESTIGATIONS. CHADICK ACKNOWLEDGES
AND AGREES THAT UPON CLOSING, CITY SHALL SELL AND CONVEY TO
CHADICK AND CHADICK SHALL ACCEPT THE PROPERTY AS IS, WHERE IS,
WITH ALL FAULTS, AND CHADICK FURTHER ACKNOWLEDGES AND AGREES
THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR
REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY
CITY, ANY AGENT OF CITY OR ANY THIRD PARTY. THE TERMS AND
CONDITIONS OF THIS SECTION SHALL EXPRESSLY SURVIVE THE CLOSING
AND NOT MERGE THEREIN AND SHALL BE INCORPORATED INTO THE
SPECIAL WARRANTY DEED. CITY IS NOT LIABLE OR BOUND IN ANY MANNER
BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR
INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL
ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS
THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN.
(b) CITY ACKNOWLEDGES AND AGREES THAT CHADICK IS NOT
MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED,
WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO,
WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER
THAN CHADICK'S WARRANTY OF TITLE SET FORTH IN THE SPECIAL
WARRANTY DEED TO BE DELIVERED AT CLOSING), ZONING, TAX
CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS,
AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR
PROJECTIONS , VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL
REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR
AFFECTING THE PROPERTY INCLUDING, WITHOUT LIMITATION: (A) THE
VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY,
SUIT ABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE
PROPERTY; AND (B) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF
REPAIR OF THE PROPERTY. CITY AGREES THAT WITH RESPECT TO THE
PROPERTY, CITY HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER
DIRECTLY OR INDIRECTLY, ANY STATEMENT, REPRESENTATION OR
WARRANTY OF CHADICK OR ANY AGENT OF CHADICK. CITY REPRESENTS
THAT IT IS A KNOWLEDGEABLE CITY OF REAL ESTATE AND THAT IT IS
Page 3
10757
RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF CITY'S
CONTRACTORS, AND THAT CITY WILL CONDUCT SUCH INSPECTIONS AND
INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY
UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND
ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY
CHADICK'S INSPECTIONS AND INVESTIGATIONS. CITY ACKNOWLEDGES AND
AGREES THAT UPON CLOSING, CHADICK SHALL SELL AND CONVEY TO CITY
AND CITY SHALL ACCEPT THE PROPERTY AS IS, WHERE IS, WITH ALL
FAULTS, AND CITY FURTHER ACKNOWLEDGES AND AGREES THAT THERE
ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS,
COLLATERAL TO OR AFFECTING THE PROPERTY BY CHADICK, ANY AGENT
OF CHADICK OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS
SECTION SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE
THEREIN AND SHALL BE INCORPORATED INTO THE SPECIAL WARRANTY
DEED. CHADICK IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL
OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION
PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER,
AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE
SPECIFICALL Y SET FORTH OR REFERRED TO HEREIN.
3.03 Environmental Studies.
(a) As additional consideration for the transactions contemplated herein,
Chadick agrees that it will provide to City immediately following the receipt of same by Chadick
copies of any and all reports, tests or studies involving hazardous materials (hereafter defined)
on, under or at the Property which reports, tests or studies shall be addressed to both the City and
Chadick at no cost to City; provided, however, Chadick shall have no obligations to cause any
such tests or studies to be performed on the Property.
(b) As additional consideration for the transactions contemplated herein, City
agrees that it will provide to Chadick immediately following the receipt of same by City copies
of any and all reports, tests or studies involving hazardous materials (hereafter defined) on, under
or at the Property which reports, tests or studies shall be addressed to both the Chadick and City
at no cost to Chadick; provided, however, City shall have no obligations to cause any such tests
or studies to be performed on the Property.
3.04 Release and Indemnitv.
(a) CHADICK RELEASES, INDEMNIFIES AND HOLDS CITY
HARMLESS FROM ALL CLAIMS, CAUSES OF ACTION AND EXPENSES
(INCLUDING THOSE ASSERTED AGAINST OR INCURRED BY CITY) WHICH
ARISE OUT OF OR RELATE TO THE PRESENCE, GENERATION, TREATMENT OR
DISPOSITION OF HAZARDOUS MATERIALS ON, UNDER OR AT THE PROPERTY
Page 4
10757
OR ANY PROPERTY NEAR THE PROPERTY. THIS SECTION SHALL SURVIVE
CLOSING UNTIL FULLY PERFORMED.
(b) CITY RELEASES, INDEMNIFIES AND HOLDS CHADICK
HARMLESS FROM ALL CLAIMS, CAUSES OF ACTION AND EXPENSES
(INCLUDING THOSE ASSERTED AGAINST OR INCURRED BY CHADICK) WHICH
ARISE OUT OF OR RELATE TO THE PRESENCE, GENERATION, TREATMENT OR
DISPOSITION OF HAZARDOUS MATERIALS ON, UNDER OR AT THE PROPERTY
OR ANY PROPERTY NEAR THE PROPERTY. THIS SECTION SHALL SURVIVE
CLOSING UNTIL FULLY PERFORMED.
IV.
Survey
4.01 Chadick Survey. Within fifteen (15) days after the Effective Date, City shall
deliver to Chadick the Existing Survey. City shall authorize the person or company (the
"Surveyor(s)") who prepared the Existing Survey to cooperate with Chadick in making any
changes or additions (collectively, "Survey Modifications") to the Existing Survey which
Chadick reasonably requests; provided, however, (a) City shall not have any obligations to cause
any Survey Modifications to be done, (b) Chadick shall pay costs of the Survey Modifications,
and (c) the Survey Modifications shall not be conditions to Chadick's obligations pursuant to this
Agreement. Additionally, Chadick may engage another surveyor to prepare the Chadick's
Survey at Chadick's expense.
4.02 City Survey. Within fifteen (15) days after the Effective Date, Chadick shall
deliver to City the Existing Survey. Chadick shall authorize the person or company (the
"Surveyor(s)") who prepared the Existing Survey to cooperate with City in making any changes
or additions (collectively, "Survey Modifications") to the Existing Survey which City reasonably
requests; provided, however, (a) Chadick shall not have any obligations to cause any Survey
Modifications to be done, (b) City shall pay costs of the Survey Modifications, and (c) the
Survey Modifications shall not be conditions to City's obligations pursuant to this Agreement.
Additionally, City may engage another surveyor to prepare the City's Survey at City's expense.
V.
Deed
5.01 Quitclaim Deed.
(a) Within fifteen (15) days after the Effective Date, City shall deliver to
Chadick a Quitclaim Deed to the property described in Exhibit "A."
(b) Within fifteen (15) days after the Effective Date, Chadick shall deliver to
City a Quitclaim Deed to the property described in Exhibits "BI" and "B2".
Page 5
10757
VI.
Remedies
6.01 Citv's Remedies. In the event Chadick fails to perform its obligations pursuant to
this Agreement for any reason except failure by City to perform hereunder, City shall be entitled
to terminate this Agreement. In the event of Chadick's default or a termination of this
Agreement, and notwithstanding anything in this Section to the contrary, City shall have all
remedies available at law or in equity in the event that Chadick or any party related to or
affiliated with Chadick asserts any claims or right to the Property that would otherwise delay or
prevent City from having clear, indefeasible and marketable title to the Properties. Nothing in
this Section shall limit City's recovery arising out of a breach of Chadick's Inspection
Obligations, Chadick's obligations pursuant to Section 7.04 or any obligations of Chadick arising
subsequent to the Closing.
6.02 Chadick's Remedies. In the event City fails to perform its obligations pursuant
to this Agreement for any reason except failure by Chadick to perform hereunder, Chadick shall
be entitled to terminate this Agreement. In the event of City's default or a termination of this
Agreement, and notwithstanding anything in this Section to the contrary, Chadick shall have all
remedies available at law or in equity in the event that City or any party related to or affiliated
with City asserts any claims or right to the Property that would otherwise delay or prevent
Chadick from having clear, indefeasible and marketable title to the Properties. Nothing in this
Section shall limit Chadick's recovery arising out of a breach of City's Inspection Obligations,
City's obligations pursuant to Section 7.04 or any obligations of City arising subsequent to the
Closing.
6.03 Attornev's Fees. In the event any litigation arises out of this Agreement between
the parties hereto, the non-prevailing party shall pay the prevailing party all reasonable attorneys'
fees and expenses expended or incurred in connection with such litigation.
VII.
Miscellaneous
7.01 Entire Aereement. This Agreement contains the entire agreement of the parties
hereto. There are no other agreements, oral or written, and this Agreement can be amended only
by written agreement signed by the parties hereto, and by reference made a part hereof.
7.02 Bindine Aereement: Assienment. This Agreement, and the terms, covenants,
and conditions herein contained shall inure to the benefit of and be binding upon the successors
and assigns of each of the parties hereto. Chadick may not assign its rights under this Agreement
without City's prior written consent, which consent may be withheld in City's sole discretion.
7.03 Effective Date. The Effective Date of this Agreement shall be the date on which
this Agreement is fully executed by both City and Chadick.
7.04 Notice. Any notice required or permitted to be delivered hereunder may be given
by personal delivery to the party entitled thereto, by facsimile transmission with electronic
Page 6
10757
confirmation, or by any courier service which guarantees overnight, receipted delivery,
addressed to City or Chadick, as the case may be, at the address set forth below or at such other
address for a party as such party may specify in writing to the other party from time to time in
accordance with the further provisions of this Section. Any notice given to the proper address
will be deemed to have been received on the earlier of (i) actual receipt, or (ii) the first business
day following deposit with an overnight courier service which guarantees receipted delivery. For
the purposes of notice, the addresses of the parties shall, until changed as hereinafter provided,
be as follows:
City: City of Coppell
AT1N: Jim Witt, City Manager
255 Parkway Boulevard
P. O. Box 9478
Coppell, Texas 75019
with copy to: Robert E. Hager
Nichols, Jackson, Dillard,
Hager & Smith, LLP
1800 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
Facsimile: 214-965-0010
Chadick: Chadick Capital L.P.
% Chadick Capital Management
3201 Lovers Lane
Dallas, TX 75225-7627
The parties hereto shall have the right from time to time to change their respective
addresses, and each shall have the right to specify as its address any other address within the
United States of America by at least five (5) days written notice to the other party.
7.05 Time. Time is of the essence in all things pertaining to the performance of this
Agreement.
7.06 Place of Performance. This Agreement is made and shall be performable in
Dallas County, Texas, and shall be construed in accordance with the laws of Texas.
7.07 Section Headines. The section headings contained in this Agreement are for
convenience only and shall in no way enlarge or limit the scope or meaning of the various and
several sections hereof.
Page 7
10757
7.08 Authority of City and Chadick. City represents, warrants and covenants to and
with Chadick that City has full right, power and authority to enter into this Agreement and, at
Closing, will have full right, power and authority to consummate the conveyance provided for
herein. Chadick represents, warrants and covenants to and with City that Chadick has full right,
power and authority to enter into this Agreement and, at Closing, will have full right, power and
authority to consummate the conveyance provided for herein.
EXECUTED on this _ day of
,2007.
CITY:
CITY OF COPPELL, TEXAS
By:
Jim Witt, City Manager
EXECUTED on this _ day of
,2007.
CHADICK:
CHADICK CAPITAL L.P.
By:
Steven Chadick
Page 8
10757
STATE OF TEXAS S
S
COUNTY OF DALLAS S
This instrument was acknowledged before me on the day of
2007, by Steven Chadick, on behalf of Chadick Capital L.P., a limited partnership, on behalf of said
entities.
NOTARY PUBLIC, State of Texas
My Commission Expires
Page 9
10757
STATE OF TEXAS S
S
COUNTY OF DALLAS S
This instrument was acknowledged before me on the day of
2007, by Jim Witt, City Manager of the City of Coppell, Texas, a Texas municipality, on behalf of
said municipality.
NOTARY PUBLIC, State of Texas
My Commission Expires
Page 10
10757
Page 1 of3
EXHIBIT "A"
BOUNDARY SURVEY
CITY OF COPPELL, TEXAS
Being 0.380 acre (16,537 square feet) tract ofland, more or less, situated in County of Dallas,
State of Texas, and being out of the James A. Simmons Survey, Abstract No. 1296, and being
a portion of that certain called 0.5372 acre tract of land, known as Tract V, conveyed by
Crescent Real Estate Equities Limited Partnership to City of Coppell, Texas by deed recorded
in Volume 2003094, Page 00797, of the Deed Records of Dallas County, Texas (D.R.D.C.T.),
which 0.380 acre tract of land, more or less, is more particularly described as follows:
COMMENCING at a 1/2 inch iron rod found for the Northwest comer of said Tract V and
the Northeast comer of a tract of land conveyed to Camille Juraszek by deed recorded in
Volume 99100, Page 00674, D.R.D.C.T., said 1/2 inch iron rod being in the South right-of-
way line of Bethel Road (a variable width right-of-way);
THENCE, North 890 21' 54" East, along the common North line of said Tract V and the
said South line of Bethel Road, at 30.97 feet passing a 5/8 inch iron rod with plastic cap
stamped "Transystems Corporation" found, in all a total distance of 113.17 feet to a 5/8 inch
iron rod with plastic cap stamped "Transystems Corporation" found for the Northwest
comer of herein described 0.380 acre tract and being the POINT OF BEGINNING;
THENCE, North 890 21' 54" East, continuing along said common line, a distance of 66.74
feet to a 1/2 inch iron rod found for the Northeast comer of herein described 0.380 acre tract
and the northernmost Northeast comer of a tract of land conveyed to Chadick Capital, L.P.
by deed recorded in Volume 99114, Page 08117, D.R.D.C.T.;
THENCE, South 000 48' 37" East, departing said common line and along the common East
line of said Tract V and a West line of said Chadick tract, a distance of 129.82 feet to a 5/8
inch iron rod with plastic cap stamped "Transystems Corporation" set for the Southeast
comer of herein described 0.380 acre tract and an interior comer of said Chadick tract;
THENCE, South 890 21' 54" West, departing said common line and along the common
South line of said Tract V and a North line of said Chadick tract, a distance of 179.67 feet to
a 1/2 inch iron rod found for the southernmost Southwest comer of herein described 0.380
acre tract, the southernmost Northeast comer of said Chadick tract and being in the East line
of said Jurazek tract, from which a 1/2 iron rod found for the Southeast comer of said
Jurazek tract bears South 000 54' 56" East, a distance of 49.43 feet;
THENCE, North 000 54' 56" West, departing said common line and along the common
West line of said Tract V and the East line of said Jurazek tract, a distance of 9.60 feet to a
5/8 inch iron rod with plastic cap stamped "Transystems Corporation" found for the
northernmost Southwest comer of herein described 0.380 acre tract, from which a 5/8 inch
iron rod with plastic cap stamped "Transystems Corporation" found bears North 000 54' 56"
West, a distance of87.32 feet;
Page 2 of3
THENCE, North 420 29' 07" East, departing said common line and across said Tract V, a
distance of 164.70 feet to the POINT OF BEGINNING and containing 16,537 square feet or
0.380 acre of land.
NOTE:
Plat to accompany legal description.
That I, David L. Dawson, a Registered Professional Land Surveyor in the State of Texas,
hereby states that this survey was made from an actual on the ground survey made in
December, 2006 under my supervision, that all monuments exist as shown hereon and this
survey substantially conforms with the current professional and technical standards as set
forth by the Texas Board of Professional Land Surveying.
'\~" t \\
\\ l / \\
\'4J L\<
David U Dawson
Registered Professional Land Surveyor
Texas Registration Number 4672
1-4 -07
EXHIBIT "A"
JOHN VEST SURVEY, A-/508
BILLY J. .l-fARWELL
VOL. 67004, PG. 0562
FIRST TRACT
D.R.D.C. T.
::Cs,. P.O.C~'
EXISTING R.O.W.
APPROX. 777' TO
FREEPORT PKWY.
';j-
~I'--
lJj~
~a
iJ) .'
<( ..'-
ct: l'l .
:.:::,ct.C:
--:, .Ci
a ./
LuaO::
-.j ~ ,-;
::::!(J)'--'
~
<('
/u~
::::,.
/
/~
\
\
,
\
V
DRAINAGE EASEMENT
VOL. 801/9 PC. 21/6
D.R.D.C. T.
1
I
/
CHADICK CAPITAL. L. P.
VOL. 991/4. PG. 08104
D.R.D.C.T.
CHADICK CAPITAL. L.P.
VOL. 99114, PG. 08/33
D.R.D.C. T.
L
EXISTING R.O.W.
N 89" 21' 54' E
_-30'.97' ..,
"<'. ---I3E-TflEL ROAD
- "W fiRIABLE WIDTH- ROW)
P.D.B.
APPROX. SURVEY LINE
/
~
5Js'CIRF STAMPED
TRANSYSTEMS
89" 21' 54' E
113.17'
EXISTING R.O.W.
:,:
to.
l!)C\J
.,,>
~.
l!)1'o-
bco
~
CL
::>li1
;::~
If)~
li1
"->..
0:: li1 <:
(J~
'0::
~l--
I
\
CHADICK CAP/TAL. L.P.
VOL. 991/4, PG. 08117
D.R.D.C.T.
S O' 54' 56' E
49.43'
,---VI '/
1/2.FIF
j
N
JAMES A. SIMMONS SURVEY, A-1296
I
i
L
NOTE, /..eqal description to accom/XJfIJ plot
NOTE, Bearings Based an Ctty of Coppell Geodetic Contra! Network tStatlons I. 3 8, 4). NAD 83' Datum, Texas State
Plane Coordinate System. North Central Zone. with all dls!ances and coordinates adjusted to surface using a
Surface Mjustment Foetor of UXJOI2.
NOTE: The surveyor has not abstracted subject property, therefore. every easement Dr record (whether recorded or
unrecorded) may not De sfrwn hereon.
LEGEND
Scale ~ Feet
25 50
75
o
1
EXHIBIT
"A"
~ . Set %' Iron rod w/p1astlc cop stomped
'Tronsystems Corporation'
o . Marker found os noted
RCC . Reconstructed corner
T~YSTEIWS ,,~
~~nC:>N~
CON S U L TAN T S
DRAWN B~~ECKED BY SCALE
JAK I DLD /', 50'
P.O. B.' Point of Beginning
P.O.C.' Point of Commencing
D.R.D.C. T.' Deed Records. Dallas County. Texas
P.R.D.C. T.' Plot Records, Dallas County, Texas
AN EXHIBIT SHOWING
/6.537 SQUARE FEET
0.380 ACRES
BE I NG A PORTION OF
C/TY OF COPPELL. TEXAS
TRACT V
VOL. 2003094, PG. 00797
D.R.D.C.T.
500 WEST SEVENTH ST.. SUITE 1100
FORT WORTH. TX 76/02
(8/7) 339-8950
PAGE
DATE
JOB NUMBER
3 OF 3
DEC. 2006
20000890
Page 1 of3
EXHIBIT "BI"
DRAINAGE EASEMENT
CHADICK CAPITAL, L.P.
Being 0.274 acre tract ofland, more or less, situated in County of DaJlas, State of Texas.
and being out of the John Vest Survey, Abstract No. 1508, and being a portion of that
certain called .86 acre tract ofland conveyed by GEORGE A. CHADICK and WIFE,
HALLIE R. CHADICK to CHADICK CAPITAL, L.P. by deed recorded in Volume
99114, Page 08104, of the Deed Records of DaIJas County, Texas (D.R.D.C.T.), which
0.274 acre tract of land, more or less, is more particularly described as follows:
COMMENCING at a Y2 inch pipe found for the Northeast corner of said .86 acre tract
and the Northwest corner of a tract conveyed to CHADICK CAPITAL, L.P. by deed
recorded in Volume 99114, Page 08133, D.R.D.C.T., said 1,12 inch pipe being in the South
line of a tract of land conveyed to MICHAEL S. CHASE AND GRACIELA P. CHASE,
HUSBAND AND WIFE, by deed recorded in Volume 95243, Page 02071, D.R.D.C.T.;
THENCE, North 890 53' 03" West, along the common North line of said .86 acre tract
and the South line of said MICHAEL S. CHASE AND GRACIELA P. CHASE
HUSBAND AND WIFE tract, a distance of 82.80 feet to a 5/8 inch iron rod with plastic
cap stamped "Transystems Corporation" set for the Northeast comer of herein described
Drainage Easement and being the POINT OF BEGINNING;
THENCE, South 110 13' 05" West, departing said common line and across said .86 acre
tract, a distance of9.62 feet to a 5/8 inch iron rod with plastic cap stamped "Transystems
Corporation" set for an angle point on the East line of herein described Drainage
Easement;
THENCE, South 000 13' 09" West, continuing across said .86 acre tract, a distance of
189.06 feet to a 5/8 inch iron rod with plastic cap stamped "Transystems Corporation" set
for the Southeast comer of herein described Drainage Easement in the South line of said
called .86 acre tract and the North right-of-way line of Bethel Road (a variable width
right-of-way), from which the reconstructed Southeast corner of said .86 acre tract bears
South 89053' 03" East, a distance of 145.00 feet;
THENCE, North 890 53' 03" West, along the common South line of said .86 acre tract
and the said North right-of-way line of Bethel Road, a distance of 60.00 feet to a 5/8 inch
iron rod with plastic cap stamped "Transystems Corporation" set for the Southwest
corner of herein described Drainage Easement and the reconstructed Southwest comer of
said .86 acre tract;
Page 2 of3
THENCE, North 00013' 09" East, departing said common line and along the West line of
said .86 acre tract at 1.97 feet passing a 314 inch iron pipe and in all a distance of 194.94
feet to a 5/8 inch iron rod with plastic cap stamped 'Transystems Corporation" set for an
angle point on the West line of herein described Drainage Easement and a reconstructed
corner of said d .86 acre tract and being in the East line of a tract of land known as Tract
II conveyed to Srena Melton Petitt by deed recorded in Volume 98069, Page 01628,
D.R.D.c.r.;
THENCE North 110 13' 05" East, along the common line of said .86 acre tract and said
Tract II, 3.62 feet to a 5/8 inch iron rod with plastic cap stamped "Transystems
Corporation" set for the Northwest comer of herein described Drainage Easement and the
reconstructed Northwest comer of said .86 acre tract, the most southerly Southwest corner
of said MICHAEL S. CHASE AND GRACIELA P. CHASE tract and being in the East
line of said Tract II;
THENCE, South 890 53' or East, departing said common line and along common said
North line of said .86 acre tract and the South line of said MICHAEL S. CHASE AND
GRACIELA P. CHASE tract, a distance of 61.14 feet to the POINT OF BEGINNING
and containing 11,917 square feet or 0.274 acre afland.
NOTE:
Plat to accompany legal description.
EXHIBIT "BI"
IIOTD ~ dMcrtp/'hJf! to ~ {frJ1
IIOTE, 8Imlflgs ~ C>1 C/l'y rf C()ffXIiJ G<<x1<<tc Conrr:> Nd>KQrt !StatlM!; I, J &- 4J. !lAD 83' f>>(utrr. Texos Stat.
PltJIlIJ Crordlrrafe System. Norlh Ceriro! Zcnt:. ...I'~ "Ii :flSlaroM aM CtXYtfll'1Qtes ad/u6le<l 10 _rllCt!c usi"J "
~ fact<< eF U~n2.
NOTE, TFe ~ flJ$ tr:i ot;.stract(J(} fiJJolt:t:1 jYryHty, II'IYf:for". """'" ""--' cI r/!XX)l'd IWI'IYI'IY fOC::J(IJ(J(} (y
unrtJC()(_11My nd be sft;wn ft!Jr(!l)fI,
;FfENA MEt TON PE Ti!
PC;,
T
SHENA MEi TON PETIT
PC, 01628
BILd J, HAR'-;AlFLL
, 6/004, PC. 0562
RESIDUE or
TRACT
D.R. C. T.
BILl' .
67004, PC
/P!ST TF?ACT
8.0.C. T,
LEGEND
'l' .< Sd ~. Iron roo w/f;in5fic CtJp S!(}~'!
'T ransy5!emS Corpar"'!crt
, IJ"".,. f~>fld OS tr:ie<l
RCe . i9.:u.>fnJCIod ClY,....
!;~~,~i
C, t'-.j
,!ONN VEST SUF{VU, /'.i508
M!C:NAEL S. CN/bE AND
GRADELA P. CfiASE
!-li/SBAND AND WiFE
VOL. 95243, PG. 0207/
D.R.D.C.
CHADiCK
VOL. 99/14, PG.
D.R.D.C.T.
CHADIC'!" CAPITAL. L.P.
DFfNNAGE EASEMENT
17.274 ACRE
11.9/7 SQUARE FEET
~
~
~I
is
b
CHADICK
VOL. 99114. PG.
D.R.D.C.T.
\I)
CHADICK CAPITAL. LP.
PG. 08104
D.H, C. T.
THEL hDAD
rvARIABLE WIDTH R(}N)
),f>PROX. 'ilJRvEf tI!lE
CITY or COPPEL!... TEXAS
vo!~, 2003094. PG. 00797
TRACT V
0.8. D. . T.
j
.,
JAMES A. SIMMONS SU8\/[Y, A 1296
I
o
25 50
75
5wie ~ Feel
p 0.8, . PoIIY'if fJtx;IfYifTJ
. P(lft'if C()I'fII'h(!f'CffTJ
O.R.D.C.r . Clwt RecorlJs. Dolle.> Cwnty, r..as
r< ' Pk!! ~d$, DeJfcs Ct;r.;tfy. Texas
EXHIBIT rrBIrr
DRAINAGE EASEMENT
sex) WES! SEVENTH sr,
FORT WORtH, IX
(8m JJ9.8950
Of
P! TAL,
,
L.
SUI r E 6LKJ
DHAWN 8y
jM
PAGE
DA'E
A)8 NUVBER
74 /1
JUNE. 20()4
2C(XJ0890
EXHIBIT IIB211
LEGAL DESCRIPTION
PERMANENT RIGHT-OF-WAY
BEING 0.106 acre of land located in the J. P. VEST SURVEY, Abstract No.
1408, Coppell, Dallas County, Texas, and crossing the Tract of land conveyed to
Chadick Capital, L.P. by the deed recorded in Volume 99114, Page 8133 of the
Deed Records of Dallas County, Texas. Said 0.106 acre of land being more
particularly described by metes and bounds, as follows:
COMMENCING at the Northeast corner of said Chadick Capital, L.P. Tract, and
said POINT OF BEGINNING lying in the centerline of Cappel! Road;
THENCE S 880 56' 525" E 32.17 feet, along the North boundary line of
said Chadick Capital, L.P. Tract, to a point in the West prescriptive right-
of-way line of said Coppell Road;
THENCE S 000 18' 50" E 22.68 feet. along the West prescriptive right-of-
way line of said Cappel! Road to THE POINT OF BEGINNING,
THENCE S 000 18' 50" E 172.73 feet, along the West prescriptive right-
of-way line of said Cappel! Road to a point at the intersection of the North
prescriptive right-of-way line of Bethel Road;
THENCE S 890 20' 04" W 190.09 feet, along the North prescriptive right-
of-way line of said Bethel Road, to a point in the West boundary line of
said Chadick Capital, L.P. Tract;
THENCE N 000 18' 50" W 2,99 feet, along the West boundary line of said
Chadick Capital, L.P. Tract, to a ;;2" iron rod set in the new North right-of-
way line of said Bethel Road;
THENCE along the new North right-of-way line of said Bethel Road, as
follows:
1.
N 890 20' 04" E
150.85 feet. to a V;" iron rod set:
2. N 440 32' 49" E 22.71 feet, to a ;;2" iron rod set in the new West
right-of-way line of aforesaid Cappel! Road;
THENCE N 000 14' 27" W 153.59 feet, along the new West right-of-way
line of said Cappel! Road, to a point;
THENCE N 880 56' 52" E 23.02 feet, to THE POINT OF BEGINNING,
containing 0.106 acre (4,620 square feet) of land.
IXBIBIT "B 2."
PIRKANINT RIGHT-OF-WAY
~Bammf ~CBA.'l'PORD
LNID 8l.INDII8 ..
lOPOG!I.1PI1C .......
<<1111 __II -.lIIO 11111 48-11112
Fi\X .... (817) ......-7
P. 0. _ Illn . lIOII IGU1lI FlttEW.l
,lIlT ~ 1t1lIlI "'1111
OINL: ......I._1lIl<L _"-Looon
N 88.56'52"[
23.02
~I I
~I ~W OF
~ CO CING
U) FAST CORNER Of
CIfADlCK CAPITAl.. L. P.
TFW;T
I
rf.,' , tP&
,,~~ +0'
J.e," ...c"
'Ill' ~"r
~~. l~
CfW>ICK CAPITAl.., L.P.
VOL !Xltl"'. PC. 8t11
D.R.D.C.T.
PERWoNENT RIGHT -OF -WAY LINE
, a'SOuE
2.ell'
POINT OF
i: BEGINNING
if Q I 0+
r. ~ 'i-Q<J'J
8 D: ~
)~. ~~-{ ,,&
~ ::t ~'f. +0'
~ L&I I ') c.'\
~I t I ~lt:
~8 L__
CHADICK CAPITAL. L.P.
VOL. 18 11., PG.1140
D.R.D.C. T.
I CHADICK CAPITAL. L.P.
I VOL. ""-4, PG.1133
D.R.D.C.T.
P I ENT RIGHT-OF-WAY
or ACRE / 4,620 SQ. .
I N -44.32'.... "
I 22.71'
, /2" IRON RODS SET-
89.20.0....[ 150.8
PERMANENT RIGHT-OF-WAY LINE S 89020.0....W 190.09.
BETHEL ROAD 1=-= _ ~
N 00.18'
2.99
WllLWll IIIARK HARWELL
AMI)
JAMES TODD IWrWELL
VOL. 11071, PO.3700
O.R.D.C.T.
1-1/4" PIPE
FOUND
SURVEY UNE
SURVEY UNE
CENTERLINE Of BaHEl ROAD
--i
~~.~~l-t1
SURVEYED ON THE GROUND
MARCH 21. 2007
CITY or COPPELL
VOL 20030'4, PO. 717
D.R.D.C.T.
~"c
5"
'i-
r-i.jJ
~.
(J
)..'1-
i.
c"'"
~e,~
~
ES L BRITTAIN
REGISTERED PROFESSIONAL
lAND SURVEYOR
STATE OF TEXAS NO. 1674
SCALE 1 "= 110'
(DOC) \SU\COPPEll. \ROW-OOCS\ROW-9B\