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U-Haul/SPAm-CS000817]2:52 FROM-ROBINSON & WOLENTY 3]75877820 T-]ZB P,O0]/O04 F-g48 DATE: ROBINSON & WOLENTY 8888 KEYSTONE CROSSING, surrE 710 INDIANAPOLIS, IN 4624O OFC: (317) 587-7820 FAX: (317) 587-7829 August 17, 2000 TO: COMPANY: Robert E. Hager, Esquire Nichols, Jackson, Dillard, Hager & Smith, LLP FAX NO: 214-965-0010 FROM: Barbara A. Wolenty Attorney at Law RE: Denton Tap Development, LLC-Jack in the Box, Iac. Coppell, Texas-File No. 02001.35 (10684) TOTAL PAGES TRANSMITTED (including this cover sheet): 4 DOCUMENT DESCRIPTION: Letter COMMENTS: Stephen R. Thompson-972-503-9841 David A. Bunnell-214-520-3637 John B. Urbahns Original to follow by/first-class mail. _ yes x no If you have any problems receiving this transmlss{on please contact Beth. CONFIDENTIALITY NOTICE: THE INFORMATION IN THIS TtLkNSMISSION IS PRIVATE, CONFIDENTIAL, MAY BE LEGALLY PRIVILEGED, IS THE PROPERTY OF THE SENDER AND IS INTENDED SOLELY FOR THE USE OF THE ADDRESSEE. IF YOU ARE NOT THE ADDRESSEE, YOU SHOULD NOT READ, DISCLOSE, DISTRIBUTE, COPY, USE OR REI,Y UPON THE INFORMATION CONTAINED IN THIS TRANSMISSION. IF YOU HAVE RECEIVED THIS TRANSMISSION IN ERROR, PLEASE NOTIFY ROBINSON & WOLENTY IMMEDIATELY AT 317/587-7820. AUG-17-ZO0O 12:52 FRO~-~OBIN$ON & WOLENTY 3175877820 T-IZB P,002/004 F-§48 Barbara A. Wolenty VIA FA CSIMILI~ ROBINSON &WOLF. NTY 8888 Keystone Crossing Suite 710 Indianapolis, Indiana 46240 317/587-7820 August 17, 2000 Robert E. Hager, Esquire Nichols, Jackson, Dillard, Hager & Smith, LLP 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 Re: Denton Tap Parcel -Proposed zoning change Faasimile: 317/587-7829 Dear Bob: Thank you for your fax of last evening with the excerpts of' the various sections of the local ordinances, as I had requested from you when we spoke earlier yesterday. As you and I have discussed previously and discussed in more detail yest~rday~ we have significant issues, on behalf of our client, with the change of zoning proposed by the City of Coppell in connection with the property of my client (kaown as the Denton Tap Project). As you know, my client purchased the property of[er conducting appropriate due diligence and determining that the property was zorLed '%ight Industrial." After entering into two (2) contracts, one (1) with a rest~Lurant user and one (1) for a self-storage mini warehouse user, my client learned through verbal conversations in the brokerage community, the City of Coppell was i'atending to change the zoning to '~-Iighway Commercial." In fact, we discovered, much to our surprise, that the initial hearing for changing such zoning had already been scheduled, notwithstanding the fact neither our clien~ nor the imraediate predecessor in title (Centex) had received any notification.from the city of the proposed change. Subsequently, the City rescheduled the proposed change of zoning and successfully notified Centex (I believe that we have not received formal notification, though having attended the plan commission hearing in July, we are clearly aware of it). The City of Coppell is aware of the restaurant user (I understand that plans and permits are nearly, if not entirely, completely approved), and we forwarded to you in July portions of the applicable mini self-storage contract. As you and I discussed again yesterday, the contract has set time periods in it, which expire in September of A~G-I?-ZODO lZ:52 FROU-ROBINSO~ & WOL£NTY 3175877820 T-I~B P003/004 F-g4B Robert E. Hager August 17, 2000 Page 2 2000. These dates have been deliberately constructed in both contracts to be consistent with the dates under which various payments are schedul(~d in connection with our financing. Clearly, any interference by the City of Coppel! ~4th our ability to perform our obligations under the contract will result in immediate aad significant damages. Since I spoke with you ori~nally, I have consulted various att(a'neys, particularly concerning the Texas interpretation of the investment backed expectation doctrine. We believe our client has exceeding cleax and strong case ~q~ainst the City of Coppe]l for significant damages in the event the City of Coppell proceeds with the current proposed zoning change. It is my personal opinion that the nLost expeditious way for my client to proceed is for my client to file suit against the City of Coppell immediately. A~s I have told you, unless this matter is resolved very promptly, damages will be incurred regardless of whether the ultimate zoning change is adopted. The self-storage purchaser is not prepared to proceed with ~;ignificant engineering and other due diligence expenses without knowing that its use will be permitted by the city (assuming its proposed facilities comply with other building code and other applicable requirements). If the due diligence items to which I refer are not commenced promptly next week upon the return from vacation of the business person at the buyer, it will not be possible to have such matters completed prior to the expiration of the contract in mid-September. The clear and direct re~,~ult of a failure to resolve this matter immediately will be significant damages to my client, giving rise to a basis for the filing of an immediate suit. I understand that the City of Coppell has been discussing with our proposed buyer in some initial conversations the type of improvements, which our self-storage buyer proposes. Based on your desc~ption of those conversations, I am hopeful and would anticipate the City of Coppell and the buyer will be able to reach agreement on the design, layout, etc. of the proposed buildings. However, the city must understand that our purchase agreement with such buyer simply warrants and represents that the zoning is, in fact, "LI.' We cannot agree to a charge of zoning with a modification permitting only a specific type of narrowly defined building, as such an agreement on our part would constitute a breach of our representations and warranties in the contract which we sign prior to the city proposing the change of zoning. Such a breach would allow the buyer to terminate its obligations to purchase the property and/or to try to renegotiate various other terms of the contract with us. Any such renegotiation would be the direct result of the actions of the City of Coppell and would be included in our claim for damages. AU, G-I?-2O~O 12:53 FROU-ROBINSON & WOLENTY 317SBT?B20 T-12B P,004/004 F-§4B Robert E. Hager August 17, 2000 Page 3 Nevertheless, as we have indicated to you before, we are willing to find a resolution to this matter that works for everyone, provided such resolation can be completed in the timely matter required by our various con,actual obligations. In addition to the issues concerning the public storage parcel, a change of zoning on the parcel will also affect our proposed outlots fronting on Denton Tap. We have previously offered to and, in fact, have already restricted our conversations with potential buyers to uses which are allowed under the new proposed zoning of "Highway Commercial." I-Io~vever, certain buyers whose uses e.re so permitted have expressing concerns regarding the changes to the setback and landscape requirements. Until we know where we stand with the City of Coppell, we are unable to move forward which those transactions. Again, time becomes an i:;sue. If we are unable to promptly response to these potential buyers, we will certainly lose the sales. Considering all of the facts and circumstances which you and ] discussed yesterday, I believe that the best solution to this matter is a Planned Development for the parcel. I believe we also need to include the Centex corner in such Planned Development. After a brief review of your Plan Development ordinzaLce, I believe that without changing the zoning, we can restrict users such as an adult use business, night club, carnival, cemetery, and other "d~rty dozen" uses which would otherwise be allowed under your '%I" ordinance. We eon also address the issues e,meerning the setbacks and landscaping in a manner consistent with the various plans for the property which are already in process. We understand that you will be meeting with the City of Coppell this week. We look forward to hearing from you after your meeting with regard to this proposal. In any event, we would appreciate a response regardless of whether the c4ty wishes to pursue a PLanned Development, as we will need to take action, irrespective, on Monday of next week. Thank you for your assistance. David A. Bunnell Stephen R. Thompson John B. Urbahns Ve~r~,.) truly yours, ~ Barbara A. Wolenw xo (~/'~ )