Lake Park/FP-CS 900402ENTE~PfllSE&, IN¢~
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CONTRACT OF SALE
STATP~ OF T~-XA$ )
)
COUNTY OF- DALLAS ) ..
THIS COl{TRACT OF SALE ("Agreement") is made by and
be:ween the PARKS OF COPPELL JOINT VENTURE !I (hereinafter
"Owner") and the CITY dP COPPELL~ a municipal corporation and
political subdivision of the State of Texas (hereinafter
"City") upon the terms and conditions set forth herein.
ARTICLE I
D~P~N~T~ONS
The following terms shall have the meaning set forth
unless the context clearly requires otherwise:
"PrOperty', - The approximatgly 7,66 acres of land owned
by Owner located within the City, as more particul-a'rly
described in the attached Exhibit "A" which is incorporated
herein by reference. -----'-'-~~
"Municipal Center Site" - The approximately 8 acres of
ladd located Within the Property, as more particularly
described in the attached E~hibit "B"
herein by reference. , which is incorporated
"Park Site" - The approximately 164.9 acres of land
located within the Property as more particularly described in
the attached Exhibit "C" '
reference. , which is incorporated herein by
by ~ .... 9-~g Pla~ - The zoning for the ~ ..... ~- -
_. ~ne ~t--q~i~3~ of ~he C/tv ...... ~u~£~y, approved
'-'q "L-~i~= ...... ~'-~'-~u..n~.~'..~9~2~_~nd evidenced
Dy Ordinance No. ~04 A-i6~ dat~d July ~7, 1982,,.a~ more
particularly set forth in the at~acbed Exhibit D , which
incorporated herein by reference,
_~opted b~~ %_Ordinanqe No. 204- a- ....
amended, as~d~-~ ~ ~-..- -~"~ _' ~r~lnance No. 185.
ARTICLE II
PURCHASE AND SALE
Owner hereby agrees to convey and City hereby agrees
to purchase the Mu~icip~l Center Site and Phase I (hereinafter
designated) of the Park Site, together with all add singular
the rights and appurtenances Per. raining thereto, in accordance
with the terms of this Agreement, it being understood that
OwBer is simultaneously granting to City optioos to purchase
the balance of the Park Site (Phases Ii add III thereof
hereinafter designated) under separate option agreements of
eve~ date herewith.
ARTICLE III
A. M. unic~pal Center Site. The purchase price for
the Municipal Center Site shall be Three Husdred Sixty-One
Thousand Two Hundred Ninety--Two and No/100 Dollars
($36t,292.00). The Dumber of gross square feet has been
determined by survey as provided in Article VI
The purchase price for t~e Municipal Center Site shall be paid
by City' to Owner on the Closing Date, as hereinafter defined,
in cash or by cashier's check payable to the order of Owner.
B. Park Site Phase I. The purchase price for Phase
I of the Park Site sh~'~e Tw6 Hundred Thirty-Three Thousand
Seven Hundred Fifty and No/100 Dollars ($233,750.00) for the
approximately 5!.34 acres designated "Phase I" on Exhibit
The purchase price for Phase I of the Park Site shall be paid
in cash or by csshier's check payable to the order of Owner.
ARTICLE IV
CONDITIONS PRECEDENT TO OBLIGATIONg
~Y OWNER--
The obligation of Owner to consummate this Agreement
shall, at :he option of Owner, be subject to the following
conditions preced~n~, any or all of which may be waived in
whole or in pars by Owner in its sole discretion. It is
agreed, howevert that City shall perform any particular waived
condition following Closing upon Owner'~ request any such item
beinq a covenant '~hich ~ ..... : ..... '
I. The ~oning Plan ~hall be in full force an~ effec~
oD the Closing Date.
2. The City Council of the City shall continue to
agree that the proper imterpretation of the Sub-Division
Ordinance %~ith respect to the Property shall allow for the
Property to be developed as fcllows, it being agreed that such
interpretation add the resulting application of the
Sub-Division Ordinance is the mormal and reasonable course in
light of all relevant circumstances:
(a] No perimeter alleys shall be required
betwee~ dev~iopmen~s in different zoning classifications;
(b) Residential lots may front on Moore,
Deforest, Lodge, Heartz, Sandy Lake and Denton Tap Roads
and Parkway Boulevard, provided that rear access driveways
are provided for such lots;
(c) Moore, Deforest, Lodge and Heartz Roads and
Parkway Boulevard shall have sixty foo~ (60') rights-of-way
with forty-four foot (44') wide paving, provided that
Parkway Boulevard shall be a divided thoroughfare from
Denton Tap Road to Heartz Road with two twenty-four foot
(24') paving sections in seventy-four feet (74') of
right-of-way;
(d) On Moore, Deforest, Heartz and Lodge Roads
and Par~{ay Boulevard, paving of only twenty-four feet
{24') in width shall be required until such time as a final
plat is filed of record for the property on the opposite
side of such road;
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(e) Denton Tap and Sandy Lake Roads shall have
one hundred twenty foot (120') rights-of-~ay, i)rovided
neither Owner nor it~ successors or assigns shall be
required to construct, grade, pave or provide drainage for,
or be.specially a~sessed for the construction, grading,
paving or draining, of such roads;
(f) Sidewalks shall not be required to be
constructed unti~qucb'-~.~me as '~ 6j~!d'i~ 'pefmi'~-~'-'i~ issued
m~y be ~o~st~ucted-at the street curb line;
(g) Funds normally escrowed or u~ed for
completion of perimeter streets upon approval of a final
plat may be used to build other collector streets in the
Property, provided that Owner enters into an agreement at
the time to replace such funds when a subsequent tract
within the Property obtains final plat approval.
The deferral of the following perimeter street
escrow or construction requirements a~d the following
replacement substitution iz acceptable to the City. Other
deferrals and replacements reouested by Owner will be
reviewed by the ~ '
~y on an individual basis for approval,
such approval to not b~ unreasonably withheld.
{i} Deforest Ro~d adjacent to ~he east side
of Tract 17 - to be deferred at the platting of the
approximate south one-half (1/2) of Tract 17 and to be
replaced with the plat~ing of the remainder of Tract
17. '
(ii) Lodge Boad adjacent to the west side of
Tract I1 - to be deferred at the platting of Tract 11
and to be replaced with the platting of Tract 9
{iii) Moore Road adjacent to the west side of
Tract 17 - to be d~ferred at the platting of Tract 17
and to be replaced with the platting of Tract 10.
(~v) Deforest ~oad adjacent to the east side
of ~'ract 15 - to be deferred at the platting of Tract
15 and to be replaced at the platting of Tract 4
(except for Parkway Boulevard right-of-way).
(v) Deforest'~oad adjacent to the east side
of Tract i4 - to be deferred at the platting of Tract
14 and to be replaced with the platting of Tract $
(except for Parkway Boulevard right-of-way).
(vi) Owner may substitute other tracts
within ~he Prsperty for any "replacemen.~" tract
provided Owner can reasonably demonstrate to the City
that the substitute tract has equal or better
development Potential as the tract for which it is
substituted.
(h) Enclosed storm sewers shall be provided by
Owner in all areas where the quantity of the accumulated
storm runoff does not exceed the capacity of a thirty-six
inch (36") diameter reinforced concrete pipe on the maximum
available slope, as determined by Owner's engineers; where
such capacity would be exceeded, open d~ainage channels may
,be construuted at Owner's option for the collector channels
in such areas within the Property;
(i) Consent to borrow from or fill areas within
any designated floodway will not be unreasonably withheld
by the City;
(j) The electrlca1 distribution system shall De
permitted to be overhead along Sandy Lake, Denton Tap,
Heartz, Moore, Lodge and Deforest Roads and Parkway
Boulevard and a[ound the perimeter of each separately
numbered ~oniDg tract; within each separately numbered
zoning tract, 5he ''
e~ectrical distribution system shall be
underground except as pro%,ided above;
(k) Filing of a final plat for an area shall
constitute acceptance by the City of the streets for
maintenance within such areas. It is agreed, however, that
O~:ner and City shall not cause to be filed any previously
approved p!a~ until such streets have been co;)structed iD
accordance with the city specifications and accepted by the
City of Coppell for maintenance as provided in the
Subdivision Ordinance.
· ' - .Y P .... by
the C~ty shal~ apply to the Proper~y, pro~i~, ho~-~ver,
any Park Fee of similar charge imposed by the City shall
not ~ d 'v
~i-i!tih~-~c-?~o~?~-t~ noc~~ved to
Proceeds of ~h" s .... ~ .... Y_Or$~ant. he~.
y . uch .,_ce shall be used by Cit5? either to
make' payments on the Note or to develop the Park Site. Any
such fee due by Owner with respect to the first phase of
development ~y O%~ner within the Property shall be payable
at such time as Owner receives final approva% of its second
plat submitted for an
(m}. Owner shall not be required to build water
and sanitary sewer lines wi~h the construction of Parkway
Boulevard. Those lines to be located iD the Parkway
Boulevard right-of-way shall be constructed when and
those tracts adjacent to Parkway Boulevard are developed.
3. The ~ity Council of the~City shall have taken
appropriate steps, including the adoption of such ordinances,
if any should Se necessary, in order that:
(a) Owner will net be required to participate in
any manner in the construction of an extension of Moore
Road north of the floodway line.
(b) The City will have abandoned Lodge Road
along the southern boundary of Tract 9 as shown on the
Zoning Plan;
(c) The City will have approved ~
dr-!~J~lan for the Property prepared by Thr~ad~l]-Dowd¥
& ASsociate~, Inc., which will include the l~6a{io-n of any
fill or borrow areas needed for restoration of mined areas
and the location of any berm that may be proposed to be
constructed;
(d) The City will have granted its conment to
the use of fill or borrow areas located on the Pa~k S~te or
elsewhere a~ may_be ~e¢ified by Thread~ill-Dowdl, &
Associates, Ih~ and ....... - -' - ....
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'[assessed vaiuation, if the Title Company has not made a final
determination o.f the ad valorem taxes due, then Owner shall
remain) obligated to pay the co~ect and final taxes following
closing.
by Owner;
Other costs of closing and consummating the sale and
purchase shall be borne and~paid as follows:
(a) Owner's Title Policy shall be obtained and paid
attorneys, fees.
(b) Escrow fee, if any, zhall be paid by City;
rilir~g Fees shall be paid by City; and
{d) Owner and City shall each pay their own
A! ~ICLE X
CONTINUING AGREEMENT
s he Conveyances contemplated, but sh
i
intends ~o ~ee~- .9. _The City acknowledges
. ---a~n an~ devetn--. ~ .... ~ ~u cae owner
tenants and f~- { ...... ~ .u~ purposes of leasi to
be conveyed to c~ ....... . -. ha-anco of tbs
~u~un agreements and t a~ ~ ~ ~ne aforementioned
nave agreed to sell theh~f-~nse~u~ntly the Owner would not
1
e t C i ~gr~ements contained i, this
- · .- ~ lth~ut zimitation, the rov{sions of
artlcles IV and %, ~nd this Article X. Theref~re,-Cit¥ hereb
an~ Other method;.~'~--~~~---_~__new or amended
.... ~ .... f the _
ecution of ~his
Agreement by Owner, Should the City do so, or directly or
indirectly act or fall ~o act in a manner whlgh would impair
the position or rights of Owner contemplated by this Article X,
Owner shall hav~ the right to repurchase Pha~e I of the Park
Si%e for an amount equal to the purchase Pri~e paid by City
Owner, which right shall be set forth In the Special Warranty
Deed to be delivered by Owner P~Jrsgant to Article IX
hereinaboue and in a short form recorda~le memorandum of this
Contract of Sale to be executed and delivered at Closing
form satisfactory to Owner.
ARTICLE XI
If Owner fails fully and timely to Perform any of it~
obligations hereunder or fails to consummate the sale of the
MuDicipal Center Site and Phase I of the Park Site for a.y
reason, except City's default hereunder, or City or Owner's
termination of this Agreement pursuant
' to the terms hereof,
City s sole remedy 'is to enforce specific J;er£ormance of this
A~reement.
-9-
ARTICLE XlI
8REACI~ BY CITY
If City shall fall to consummate the purchase of the
Municipal Center Site and Phase I of the Park Site, the
condition~ to City's obligation have been satisfied and City
being in default asd Owner '~ot in default hereunder, Owner as
its sole remedy may enforce specific performance of the City's
obligations hereunder, except that Owner shall not have a right
to enforce specific performance to require the City to purchase
all or any part of the Municipal Center Site or Phase I of the
Park Site.
ARTICLE XlII
MISCELLANEOUS
Parties ~o~
This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors and assigns,
including all owners of any part of the Property.
Prior Aqreemenus Superseded
This Agreement and the aforementioned option
agreements of even date herewith, constitute the sole and oniy
agreements of the parties hereto and supersede all prior
understandings and written or oral agreements between the
parties respecting ~he withir, subject matter.
Time of the Essence
Time is of the essence of this Agreement.
EXECUTED AND DELIVERED
By City on /.~-.~O , 1982
Attest: _
EXECUTED AND DELIVERED
By Owner on ./~/~i' ,
1982
"CITY"-
CITY OF COPPELL ~
PARKS OF COPPELL JOINT
VENTURE ! !
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This Amendmen[ ~o Contract of Sale ("Amendment,,) is made
between ~he Parks of . ~87, by and
Texas joint ven~u ce ~o ppe ~~~.~- [[,,( "O~" ) a
, and ~he City oi Copper[ '
municipal corporation and political subdivision of ~he Stere of
Texas. ("Ci ~y"), a
WH£REAS, heretofore on December 30, 1982, Owner and City
entered into a Contract of Sa/e (the "Agreement',), PUrsuant
which Owner, agreed to sell to City, and City agreed to purchase
from Owner, a Municipal Center Site (herein so called) and
Phase [ of the Park Site (herein so called); and
WHEREAS, in connection With the Agreement, Owner granted
City options to purchase Phase II of the ~ark Site (herein so
called) and Phase III of the Park Site (herein so called); and
WHEREAS, the Municipal Center Site, Phase I of the Park
Site, Phase [I of [he Park Site and Phase ZZ! of the Park Site
are described by metes and bounds in Exhibits A, a C and D
respectively, attached hereto; and , ,
WT{EREAS, Pursuant to tile Agreement and the option covering
Phase Il of the Park Site, the City acquired: (i) the
Municipal Center Site on December 30, 1982, loc a tote[
PUrchase Price of $361,292.00; (ii) Phase [ of the ~ark Site on
December 30, 1982, for a total purchase price of
and (iii) Phase Il of the Park Site ca March l~ 1986, for a
~otal purchase Price of $388,800.00; and
WI{EREAS, certain aPPraisals Prepared by Bill Do,son
Associates indicate that the appraised fair market Value of:
(i) the Municipal Center Site as of Auqus~ 5, 1983, was
$960,000.00; (ii) Phase ! of the Park Site as of December l,
[~82, was $743,000.00; and (iii) Phase [~ of the Park $i~e as
of May 31, 1~5, was $2,035,000.00; and
WHEREAS, Owner SOld the Municipal Center Site, Phase [ of
the Park Site and Phase II of the Park Site to City at a Price
substantially less then such Properties' true fair market value
as indicated by ~he aforesaid appraisals; and
WHEREAS, the sales price for Phase I~I of the Park Site
also is substantially less than the true fair market value of
such Property; and
WHEREAS, ~he sale of the Municipal Center SZte. Phase [ of
the Park Site and Phase I! of the Park Site by Owner to C~ty
for a price substantially less than such Properties. true
market value and Owner's agreement to sell Phase [[I of the
Park Site ~o City for a price substantially less than Such
property's true fair market value was in Part in consideration
of and reliance upon the a~reements of City contained in the
Agreement and the options coverin~ Phase II of ~he Pa~k
and Phase Iii of the Park Site; and
WHEREAS, initially City agreed to Purchase the Municipal
Center Site, Phase [ of the Pack Site, Phase II of the Park
Site and Phase ~j~ of the Park Site as undeveloped [and; and
shall cause such drainage improvements to be constructed
without material deviation from such plans. After City's
engineer has confirmed that Owner has completed such drainage
improvements without material deviation from such plans, City
agrees ko accept such drainage improvements and to maintain,
repair and replace the same. Where such land is not owned by
City, Owner agrees to grant City easements (in form mutually
acceptable to Owner and City) covering the areas in which such
drainage improvements are located to allow City to use,
maintain, repair and replace the same.
21. Water Line Reimbursement. Concurrently with the
execution of this Amendment, City agrees to pay Owner the sum
of $6,100.00 to reimburse Owner for one-half of the costs of
extending a sixteen (16) inch water line in parkway Boulevard.
City hereby
/ 22. Confirmation of Existin~L_ A~ents-
confirms 'that ~=Cit~ will a~bide__by the agfeepent{ of .Cit~
~hose agreements contained zn A~ticlas I~ .... ~ ~d"~'- of the
on Sandy Lake Road and Denton Tap Road, but ~ner shal~ have
the right to ~ron~ residential lots on Moore, Samuells, ~odge,
Heartz and Parkway Boulevard ~rovide4 that. rear access
driveways are provided for~such lots.
23. Road Name Change. Owner and City hereby agree that
Samuells Road is' hereby substituted for Deforest Road wherever
Deforest Road appears in the Agreement. The fo£egoing sentence
does no= apply to the reference to Deforest Road contained in
paragraph 18 of this Amendmeat.
24. NotiCe. Any notice or communication required or
permitted pursuant to the Agreement shall be given in writing,
sent by United States mail, postage prepaid, registered or
certified mail, retu[n receipt requested, addressed as follows:
To Owner:
Parks of Coppell Joint Venture
12770 Colt Road, Suite 1215
Dallas, Texas 75251
To City:
City of Coppell
P.O. Box 478
Coppell, Texas 75019
Attn: City Manager
or to such other address or to the attention of such other
person as hereafter shall be designated in writing by the
applicable party. Any such notice or communication shall be
deemed to have been given as of the date of deposit in the
United States mail.
25. Time of Essence. Time is important tO both Owner and
City in the performance of the Agreement, and they have agreed
that strict compliance is required as to any date set forth
therein. If the final date of any perio~ which is set forth in
any term or provision of the Agreement fails u~on a Saturday,
Sunday or legal holiday under the laws of the United States or
the State of Texas, then, and in such event, the time of such
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EXECUTED as of the date first above written.
OWNER:
PARKS OF COPP~LL JOINT
VENTURE I I
CITY:
CITY OF COPPELL
City Administrator
3513S