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RE 12-08-98.2 A RESOLUTION OF THE CITY OF COPPELL, TEXAS RESOLUTION NO. 120898.2 A RESOLUTION OF THE, CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND AMONG THE CITY OF COPPELL, TEXAS AND PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. V~IEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and among the City of Coppell, Texas and Prentiss Properties Acquisition Parmers, L.P., a copy of which is attached hereto and incorporated here~n by reference; and WI~.REAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE. CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The City Council finds that the improvements proposed to be built upon the Premises descn~d in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. I SS22309 SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective mediately fi.om and atter its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on thisthe ~7t4 dayof ,/~e~ e v'4~er~, 1998. CITY~¢/A,/~A~.~,O.F COPPELL, TE~S~.._ ATTEST: KATHI.EF:N ROACH, CITY SECRETARY APPROVED AS ~O FORM: · SMI'rH, CITY ATFORNEY (PGS~I ~2a/98) 2 S822309 STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DAI,IAS § 02/03/99 1404054 $31. This Tax Abatement Agreement (the "AGREEMENT") is e~red into by and between the City of Coppell, Texas (the "CITY"), a home role city and municipal corporation of Dallas County, Texas, duly acting herein by and through its Mayor, and Prentiss Properties Acquisition Parreefs, L.P. C'PRENTISS"), acting by and through its authorized officer. WITNESSETH: WItEREAS, the City Council of the City of Coppell, Texas, (the "CITY"), passed an Ordinance (the "ORDINANCE") establishing Tax Abatement Reinveshnent Zone No. 23 (the "ZONE"), for commercialfmdustrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 ofthe Texas Tax Code, as mended (the "TAX CODE"); and WHEREAS, the CITY has adopted guidelines for tax abatement (the "TAX ABATEMENT GUIDEIJNES"); and WItERFAS, the TAX ABATEMENT GUIDEI,1NES contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the CITY as .contemplated by the TAX CODE; and WltF~RFAS, the CITY has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and W!tERFAS, in order to maintain and enhance the commerdal and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the CITY to emer into this AGREEMENT in accordance with said ORDINANCE, the TAX ABATEMENT GUIDEIJNES and the TAX CODE; and WltF~REAS, PRENTISS' development efforts described herein will create permanent new jobs in the CITY; and WHEREAS, the City Council finds that the contemplated use of the PREMISES (hereinafter defined), the contemplated improvements to the PREMISES thereto in the mount set forth in this AGREEMENT, and the other terms hereof are consistent with encouraging development of the ZONE in accordance with the purposes for ks creation and/or in compliance with the TAX ABATEMENT GUIDEI,1NES, the ORDINANCE adopted by the CITY, the TAX CODE and all other applicable laws; and Tax Abatement Agreement -Page 99022 05162 WHEREAS, the City Council finds that the improvements sought are feasible and practicable and would be of benefit to the PREMISES (hereina~er defined) to be included in the ZONE and to the CITY after expiration of this AGREEMENT; and WI~REAS, a copy of this AGREEMENT has been furnished, in the manner prescribed by the TAX CODE, to the presiding officers of the governing bodies of each of the taxing units in which the PREMISES is located; and WHEREAS, the CTrY desires to enter into an agreement with PRENTISS, the proposed owner of the PREMISES within the Tax Abatement Reinvestment Zone No. 23 for the abatement of taxes pursuant to Chapter 312 ofthe TAX CODE as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the ZONE, which contributes to the economic development of Coppert and the enhancement of the tax base in the CITY, the parties agree as follows: GENERAL PROVISIONS 1. PRENTISS is the owner of real property described in Exhibit "A" attached hereto and made a part hereof for all purposes (the "PREMISES" hereinaRer defined), which real property is located within the city limits of the CITY and within the ZONE. 2. The PREMISES are not in an improvement project financed by tax increment bonds. 3. This AGREEMENT is entered into subject to the rights of the holders of outstanding bonds of the CITY. 4. The PREMISES are not owned or leased by any member of the Coppeli City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this AGREEMENT. TAX ABATEMENT AUTHORIZED 5. This AGREEIVIF~NT is authorized by the TAX CODE and in accordance with the CITY Tax Abatement Guidelines and Criteria, and approved by resolution of the City Council of the CITY authorizing the execution of this AGREEMENT. 6. Subject to the terms and conditions of this AGREEMENT, and provided that the combined TAXABLE VALUE for the PREMISES is at least Five Million Five Hundred Thousand Dollars ($5,500,000) as ofJanuary 1 ofthe FIRST YEAR OF ABATEMENT and as of January 1 of each year thereafter for a period of four (4) years, the CITY hereby grants PRENTISS an abatement Tax Abatement Agreement - Page 2 8s21513 99022 05163 of seventy-five percent (75%) of the TAXABLE VALUE of the PREMISES for a period of five (5) years. The actual percentage of taxes subject to abatement for each year of this AGREEMENT will apply only to the portion of the TAXABI ,E VALUE of the PREMISES that exceeds the BASE YEAR TAXABI,E VALUE for the PREMISES, the year in which this AGREEMENT is executed (base year/1998). 7. The period of tax abatement herein authorized shah be for a period of five (5) years. 8. During the period of tax abatement herein authorized, PRENTISS shall be subject to all CITY taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. DEFINITIONS 9. Wherever used in this AGREEMENT, the following terms shall have the meanings ascribed to them: A. The PREMISES shall mean the real property described in Exhibit "A" attached hereto and incorporated herein for all purposes including any IMPROVEMENTS; B. The IMPROVEMENTS shall mean the contemplated improvements to be constructed on the PREMISES and as further described herein. C. TAXABLE VALUE means the appraised value as certified by the Appraisal District as of January 1 of a given year. D~ The BASE YEAR TAXABI,F, VALUE shall mean the total assessed taxable value for the PREMISES for the year in which the Tax Abatement Agreement is executed (1998). E. The FIRST YEAR OF THE TAX ABATEMENT shall mean January 1 of the calendar year immediately following the issuance of the last certificate of occupancy for the IMPROVEMENTS. F. An EVENT OF BANKRUPTCY OR INSOLVENCY shall mean the dissolution or termination of PRENTISS' existence as a going business, insolvency, appointment of receiver for any part of PRENTISS' property and such appointment is not terminated within sixty (60) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against PRENTISS and such proceeding is not dismissed within sixty (60) days after the filing thereof. Tax Abatement Agreement - Page 3 8821513 99022 0516b, IMPROVEMENTS 10. PRENTISS owns the real property described in Exhibit "A" and agrees to construct or cause to be constructed thereon Lakeview Center an office/warehouse/distribution facility consisting of approximately 104,000 square feet (and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by PRENTISS with the CITY from time to time in order to obtain a building permit) to be known as Park West Commerce Center, (the '~IMPROVEMEN'I~"). The cost of the IMPROVEMENTS excluding the land shall be at least Eight Million Dollars ($8,000,000). The TAXABI,E VALUE of the IMPROVEMENTS excluding the land, shall be no less than Eight Million Dollars ($8,000,000) as of January 1 of the FIRST YEAR OF ABATEMENT and as of January '1 of each year thereaRer for a period of four (4) consecutive years. Nothing in this AGREEMENT shall obligate PRENTISS to construct the IMPROVEMENTS on the PREMISES, but said action is a condition precedent to tax abatement pursuant to this AGREEMENT. CONSTRUCTION OF IMPROVEMENTS 11. As a condition precedent to the initi~on of tax abatement pursuant to this AGREEMENT, PRENTISS will diligently and faithfully, in good and workmanlike manner, pursue the completion of the contemplated IMPROVEMENTS on or before December 31, 1999, as good and valuable consideration for this AGREEMENT, and that all construction of the IMPROVEMENTS will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof); provided, that PRENTISS shall have such additional time to complete and maintain the IMPROVEMENTS as may be required in the event of"Force Majeure," if PRENTISS is diligently and faithfully pursuing completion of the IMPROVEI~4ENTS. For this purpose, 'Torce Majeure" shall mean any contingency or cause beyond the reasonable control of PRENTISS including without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of PRENTISS), fires, e~losions or floods, strikes, slowdowns or work stoppages, shortages of material or labor, or delays caused by the CITY. 12. Subject to events of casualty, condemnation or Force Majeure, PRENTISS agrees to maintain the IMPROVEMENTS during the term of this AGREEMENT in accordance with all applicable state and local laws, codes, and regulations. PRENTISS agrees that the IMPROVEMENTS shall be used only as an office/warehouse/distribution facility for a period of five (5) years commencing on the date the last certitleate of occupancy is issued for the IMPROVEMENTS. 13. The CITY, its agents and employees shall have the right of access to the PREMISES during construction to inspect the IMPROVEMENTS at reasonable times and with reasonable notice to PRENTISS, and in accordance with PRENTISS' visitor access and security politics, in order to insure that the construction of the IMPROVEMENTS are in accordance with this AGREEMENT and all applicable state and local laws and regulations (or valid waiver thereof). Tax Abatement Agreement - Page 4 8821513 99022 05165 GENERAL REQUIREMENTS 14. Construction plans for the IMPROVEMENTS constructed on the PREMISES will be filed with the CITY, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 15. After completion of the IMPROVEMENTS, PRENTISS shah certify in writing to the CITY the construction cost of the IMPROVEMENTS. PRENTISS shall also annually certify to the CITY that it is in compliance with each term of the AGREEMENT. 16. The PREMISES and the IMPROVEMENTS constructed thereon at all times shall be used in the manner (i) that is consistent with the City's Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the ZONE. 17. PRENTISS agrees to provide to the tenants of the PREMISES, the benefit of the abatement of real property taxes granted herein. PRENTISS shall, upon written request, provide the CITY with satisfactory evidence that the benefits of this AGREEMENT have been provided to the tenants of the PREMISES. DEFAULT: RECAFrURE OF TAX REVENUE 18. In the event PRENTISS fails in performance of any of the following conditions: (i) completion of the IMPROVEMENTS in accordance with this AGREEMENT or in accordance with applicable State or local laws, codes or regulations; (ii) have any delinquent ad valorem or State sales taxes owed to the CITY with respect to the PREMISES (provided PRENTISS retains its right to timely and properly protest such taxes or assessment); (iii) upon the occurrence of any "Event of Bankruptcy or Insolvency"; or (iv) breaches any of the material terms and conditions of this AGREEMENT, then PRENTISS, after the expiration of the notice and cure periods described below, shall be in default of this AGREEMENT. (an '~vent of Default,,). As liquidated damages in the '~Event of Default" and during the continuance of such "Event of Default", PRENTISS shall, within thirty (30) days after demand, pay to the CITY all taxes which otherwise would have been paid to the CITY without benefit of a tax abatement with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the TAX CODE as amended but without penalty. The parties acknowledge that !actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any property tax revenue lost, including interest as a result of this AGREEMENT, shall be recoverable against PRENTISS, its successors and assigns and shall constitute a tax lien on the PREMISES and shall become due, owing and shall be paid to the CITY within thirty (30) days after termination. 19. Upon breach by PRENTISS of any material obligations under this AGREEMENT, the CITY shall notify PRENTISS in writing. PRENTISS shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a ~ Tax Abatement Agreement - Page 5 8821513 99022 051,66,. 00) day period, and PRENTISS commences action reasonably calculated to cure such "Event of Default" within said thirty (30) day period and continues therea~ff to diligently prosecute the same to conclusion. PRENTISS shall have up to, but not exceeding an additional sixty (60) days in which to effectuate the cure of such breach. The CITY in its discretion may extend the period in which the violation must be cured. 20. IfPRENTISS fails to cure the default within the time provided as specified above or, as such time period may be extended, an '"Event of Default" shall be deemed to have occurred and during the continuance of such '"Event of Default,,, then the CITY at its sole option shall have the right to tenninate this AGREEMENT by written notice to PRENTISS. 21. Upon tennination of this AGREEMENT by CITY, all tax revenue abated as a result ofthis AGREEMENT shall become a debt to the CITY as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is made. The CITY shall have all remedies for the collection of the recaptured tax revenues provided generally in the TAX CODE for the collection of delinquent property tax. The CITY at its sole discretion has the option to provide a repayment schedule. The computation of tax revenue abated for the purposes of the AGREEMENT shall be based upon the full TAXABLE VALUE without tax abatement for the years in which tax abatement hereunder was received by PRENTISS with respect to the PREMISES as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shah incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. ANNUAL APPLICATION FOR TAX EXEMFrlON; RENDITION 22. It shall be the responsibility of PRENTISS, pursuant to the TAX CODE, to file an annual exemption application form with the Chief Appraiser for each Appraisal District in which the eligible taxable property has sims. A copy of the exemption application shah be submitted to the CITY. 23. PRENTISS shall annually render the value of the PREMISES to the Appraisal District and provide a copy of the same to the CITY. SUCCESSORS AND ASSIGNS 24. This AGREEMENT shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and assigns. This AGREEMENT may not be assigned without the consent of the CITY, which shall not be unreasonably withheld or delayed. After any permitted assignment, all references to PRENTISS herein shall thereafter be a reference to PRENTISS' successor with respect to any obligations or liabilities oreruing or arising after the date of such assignment. Tax Abatement Agreement - Page 6 ss21513 99022 ij5187 NOTICE 25. All notices required by this AGREEMENT shall be addressed to the following or other such other party or address as either party designates in writing by certified mail, postage prepaid or by hand delivery: If intended for PRENTISS, to: Prentiss Properties Acquisition Parmers, L.P. Attn: Dennis J. DuBois 3890 W. Northwest Hwy. Suite 400 Dallas, Texas 75220 flintended for CITY, to: City of Coppell, Texas City Manager P. O. Box 478 Coppell, Texas 75019 CITY COUNCIL AUTHORrzATION 26. This AGREEMENT was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this AGREEMENT on behalf of the CITY. TAXPAYER AUTHORrzATION 27. This AGREEMENT was authorized by the Board of Directors of PRENTISS authorizing the undersigned to execute this AGREEMENT on belmlf of PRENTISS. SEVERABII ,FrY 28. 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 parties intended at all limes to delete said invalid section, subsection, paragraph, sentence, phrase or word. APPLICABLE LAW 29. This AGREEMENT shah 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. This AGREEIVIENT is performable in Dallas County, Texas. Tax Abatement Agreement - Page 7 ss:~5~3 95022 ,, * COUNTERPARTS 30: This AGREEMENT may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. ENTIRE AGREEMENT 31. This AGREElVlENT embodies the complete agreement of the parties hereto, superseding all oral or written previous and comemporary agreements between the parties and relating to the matters in this AGREEMENT, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this AGREEMENT. 32. The provisions of this AGREEMENT are hereby declared covenants running with the PREMIgES and are fully binding on all successors, heirs, and assigns of PRENTISS who acquire any right, title, or interest in or to the property, or any part thereof Any person who acquires any right, rifle, or interest in or to the property, or any part hereofl thereby agrees and covenants to abide by and fully perform the provisions of this AGREEMENT with respect to the right, rifle or interest in such PREMISES. RECORDATION OF AGREEMENT 33. A certified copy of this AGREEMENT shall be recorded in the Deed Records of Dallas County, Texas. INCORPORATION OF RECITALS 34. The determinations recited and declared in the preambles to this AGREEMENT are hereby incorporated herein as part of this AGREEMENT. 35. All exhibits to this AGREEMENT are incorporated herein by reference for all purposes wherever reference is made to the same. CONSTRUCTION 36. Both parties have participated in the negotiation and preparation of this AGREEMENT. This AGREEMENT shall not be constructed more or less strongly against either party. PRENTISS acknowledges that it has obtained legal counsel to assist in the preparation of this AGREEMENT and that PRENTISS has fully satisfied itself; without warranty or representation not expressly contained herein, by CITY that the tax abatement contemplated hereby is available in all respects. Tax Abatement Agreement - Page 99022 U5169, EXECUTED in duplicate originals this the 8th day of December, 1998. CITY OF C PPEI L, TEXAS By: MAYOR ATTEST: By: c~~U.~,.,,~ ~~ KATIqLEEN ROACH, CITY SECRETARY AGREED AS TO FORM: PETER G. SMITH, CITY ATFO4~& EXECUTED in duplicate originals this the/f7/'' day ofb,a-4~-d/,/7 1998. PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., a Delaware limited partnership By: Prentiss Properties I, Inc. a general partner By: .4 C~~e_c,~ Tax Abatement Agreement - Page 9 8s21513 99022 05178 CITY'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALI.AS § This instrument was acknowledged before me on the ~/7 day of ,Zge e ~ r,7 ~4,,~, 19~, by Candy Sheehan, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said ,,""""""',, Notary Public, State of Texas .- x~ .°"RAn ".; .~. "'~,~.' ~ 0 ~ 0 , ,,,,"' #~ $#lllll' Tax Abatement Agreement - Page 10 ss2xs~3 99022 05 i 71 PRENTISS' ACKNOWI ,F~DGMENT STATE OF TEXAS § COUNTY OF DALLAS § of Prentiss Properties I, In~. a general partner for Prentiss Properties A~quisition Partners, L.P., a Delaware limited partnership, on behalf of said partnership. '~' ' "' ' CAROL PIERCE ', {,/. , JanuL.~ 19, L~01 , Notary of Texas My Commission expires: Tax Abatement Agreement - Page 11 ss21513 99022 {]5172 EYi~IBIT A LEGAL DESCRIPTION Being a tract of land situated in the James A. Simmons Survey Abstract No. 1296, in the City of Coppell, Dallas County, Texas, and being all of Lot 2, Block .5 of Park West Commerce Center as recorded in Volume 98191, Page 33 Dallas County Deed Records (D.C.D.R.), and being more particularly described as follows; COMMENCING at a ~-inclx iron rod with a yellow plastic cap stamped "Halff Assoc" (herea~er called "with cap"), found at the northwest comer of said Lot 1, Block 5 of Park West Cox~merce Center Volume 98191 Page 33, said point being located along the south fight-of-way of Airline Drive (60 feet wide); THENCE South 00 degrees 53 minutes 14 seconds West along the west line of said Lot 1, Block 5, a distance of 645.50 feet to the POINT OF BEGINNING, said point being the northwest comer of said Lot 2, Block 5; THENCE South 89 degrees 06 minutes 46 seconds East departing said west line, a distance of 981.45 feet to a point on the west line of Beltline Road (120 foot right-of-way at this point); TI-~NCE South 01 degrees 15 minutes 30 seconds West along said west line, a distance of 442.57 feet to a point for a comer; THENCE South 08 degrees 06 minutes 06 seconds West continuing along said west line, a distance of 100.71 feet to a point for a comer; THENCE South 01 degrees 15 minutes 30 seconds West continuing along said west line, a distance of 100.00 f~et to a point for a comer, said point being at a comer clip located at the intersection of said west line of Beltline Road with the nor~ line of Wrangler Drive; THENCE South 46 degrees 0~ minutes 22 seconds West along said comer clip, a distance of 28.41 feet to a point for comer of said north line of Wrangler Drive (65 foot fight-of- way); THENCE North 89 degrees 06 rn~nut~s 46 seconds West along said nor~ line, a dis~nce of 945.13 feet to a x/~-inch iron rod with cap found for a comer at the southwest comer of said Lot 2, Block 5; THENCE North 00 degrees 53 minutes 14 seconds Eas~ departing said north line and along the west line of said Lot 2, Block 5, a dist3nce of 662.4~ feet to the POINT OF BEGINNING AND CO1~,vFAINING 646,536 square feet or 14.842 acres of land more or less. 99022 5t73,' hLIcjO 1 066 t~ 7 ~:~?~ '~t~r:h :~s~c~s th~ ssle, ~ntsl, ur use ~ the 'FL?.AS COU~ OF DAL~S ~b.s ~stru~ent W~s filed on the date and time m~ and was duly recorded in the volume and FEB 8 {999 ~~OUN~ OLERK, D~IIss gounW,