Loading...
RE 03-11-97.1 A RESOLUTION OF THE CITY OF COPPELL, TEXAS RESOLUTION NO. 031197.1 A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND LINCOLN CBC, LTD.; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and among the City of Coppell, Texas and Lincoln CBC, Ltd. a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, 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 ~ OF COPPELL, ~S, that; 1. The Agreement attached hereto having been reviewed by the City Council of the City of Copp¢lL 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 A4~reement on behalf of thc City of Coppell, Texas. 2. The City Council finds that the improvements proposed to be built upon the Premises descn~oed 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. 3. The tax abatement to be granted by the Agreement will not include inventories, and supplies. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 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 $S3840 97076 02725 given by the City Manager included a copy of the Agreement approved by this Resolution. 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. 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the [/"/h day of /~ ]~ ,"C l~ ,1997. crrv OF covmJ , TOM MORTON, MAYOR ATTEST: KATHLi~.EN ROACH, CITY SECRETARY APPROVED AS TO FORM: PETER ~ S'MI~ ~1']~ ATTORNEY (PG..R/RI 2/17/97) 97076 02726 STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § 7~F::~ 04/18/~J7 47075£ 831.00 ~eed Tl~s Tax Abatement A~ree~t (the "A~reement") is entered into hy arid between the City Coppell, Texas (the "City"), a home rule city and mtmidpal corporation of Dallas County, Texas, duly acting hare'm by and through its Mayor, and Umcoln CBC, Ltd. ("LINCOLN"), acting by and through its authorized officer. WlTNESSETI~: vqm~,REAS, the City Coundfl of the City of Coppell, Texas, (the "City"), passed an Ordinance (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 13 (the "Zone"), for commercialfmdustrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the "Tax Code"); and WHI~.REAS, the City has adopted guidelines for tax abatement (the "Tax Abatement Guidelines"); and WI~EREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WIIEREAS, the City has adopted a resolution staling that it elects to be eligible to participate in tax abatement; and WBEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WltEREAS, LINCOL~s development efforts described herein will create permanent new jobs in the City; and WI~'.REAS, the City Counfffl finds that the contemplated use of the Premises (hereinafter defined), the contemplated improvements to the Premises there to in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and Tax Abatement Agreement - Page I s84162 97076 02728 WltEREAS, the City Council finds that the improvements sought are feasible and practicable and would be of benefit to the Premises (hereinafter defined) to be included in the Zone and to the City at, er expiration of this Agreement; and WHEREAS, 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 City desires to enter into an agreement with LINCOLN, the proposed owner of the Premises within the Tax Abatement Reinvestment Zone No. 13 for the abatement of taxes pursuant to Chapter 312 of the 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 Coppell and the enhancement of the tax base in the City, the parties agree as follows: GENERAL PROVISIONS 1. LINCOLN is the owner of that real property described in Exhibit "A" attached hereto and made a part hereof for all purposes (the "Premises" hereinafter 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 Coppell 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 Agreement is authorized by the Texas Property Redevelopment and Tax Abatement Act of the Texas Tax Code, Chapter 312, and in accordance with the City Tax Abatement Guidelines and Criteria, and approved by resolution of the City Counc'fl of the City authorizing the execution of this Agreement. 6. Assuming an investment of at least $5.5 million in taxable assets, and subject to the terms and conditions of this Agreement, the City hereby grants LINCOLN an abatement of ad valorem Tax Abatement Agreement - Page 2 gs4162 97076 ]2729 taxation on real and personal property with respect to the Premises of seventy-five percent (75%) 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 taxable value of the Premises that exceeds that property's taxable value for the year in which this Agreement is executed (base year/1997), The tax abatement agreement for tangible personal property may only apply to the personal property added to the real property after this Agreement is executed. 7. The period of tax abatement herein authorized shall be five (5) years, beginning on January 1 of the year following the calendar year in which a final certificate of occupancy is issued for the Improvements (the "Beginning Date") and continuing until the December 31 immediately preceding the fffih anniversary of the Beginning Date, unless otherwise amended by the parties pursuant to the Tax Code. 8. During the period of tax abatement herein authorized, LINCOLN 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 and personal property, excluding inventory, which is added thereto subsequent to the exeeufion of this Agreement; B. The Improvements shall mean the contemplated improvements described herein located on the Premises and as further described in the plans submitted to the City, including but not limited to buildings, structures, tanl0ble personal property, equipment, and fixtures added to the Premises other than inventory. C. The Total Assessed Tax Value shall mean the total assessed taxable value on January 1 of any tax year of the Premises, any Improvements located on the Premises and the tangible personal property, excluding inventory, located on the Premises. D. The Base Year Tax Value shall mean the total assessed taxable value for the year in which the Tax Abatement Agreement is executed (1997). E. The First Year of the Tax Abatement Agreement shall be 1998 except as provided in paragraph 7, unless otherwise agreed to by the parties. F. Certified Appraised Value means the appraised value of the Premises owned by LINCOLN as certified by the Dallas Central Appraisal District as of January 1 of each year in which the tax abatement is granted. Tax Abatement Agreement - Page 3 ss4162 97075 [)2730 I0. LINCOLN owns the Premises described in Exhibit "A" and agrees to construct or cause to be constructed thereon approximately 222,720 square feet of office, warehouse and distribution facilities known as the Coppell Bus'mess Center. The cost of the land and Improvements comprising the Premises should exceed $5.5 l~lllion Dollars. The approximate location of such Improvements will be shown on a Site Plan of the Premises to be submitted to the City. Nothing in this Agreement shall obligate LINCOLN to construct Improvements on the Premises, but said Improvements are a condition precedent upon initiation of tax abatement pursuant to this Agreement. Subject to the terms and conditions of this Agreement, LINCOLN is entitled to an abatement of ad valorem taxation for the Premises of seventy-five percent (75%) conditioned upon LINCOLN, its successors or assigns diligently constructing the aforesaid improvements. CONSTRUCTION OF IMPROVEMENTS 11. As a condition precedent to the initiation of tax abatement pursuant to this Agreement, LINCOLN will diligently and faithfully, in good and workmanlike manner, pursue the completion of the contemplated Improvements on or before June 30, 1997, 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 LINCOLN shall have such additional time to complete and maintain the Improvements as may be required in the event of"Force Majeure," if LINCOLN is diligently and falthfially pursuing completion of the Improvements. For this purpose, "Force Majeure" shall mean any contingency or cause beyond the reasonable control of LINCOLN 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 LINCOLN), fires, explosions or floods, strikes, slowdowns or work stoppages. 12. LINCOLN agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 13. The City, its agents and employees shall have the right of a~eess to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to LINCOLN, and in accordance with LINCOLN's visitor access and security policies, 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). GENERAL REQUIREMENTS 14. Construction plans for the Improvements constructed on the Premises will be filed with the City. The plans for such Improvements as filed, and as may be thereafter amended, shaft be deemed to be incorporated by reference herein and made a part hereof for all purposes. Tax Abatement Agreement - Page 4 ss4162 97076 02731 15. LINCOLN agrees from the date a certificate of occupancy is issued until the expiration of this Agreement to continuously operate and maintain the Premises as an office, warehouse and distribution center, or any other activity consistent with local zoning, in compliance with all applicable federal, state and local laws. 16. After completion of the Improvements, LINCOLN shall certify in writing to the City the constmetion cost of the Improvements. LINCOLN shall annually certify to the City that it is in compliance with each term of the Agreement. 17. 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. DEFAULT: RECAPTURE OF TAX REVENUE 18. In the event LINCOLN 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 LINCOLN reta/ns its right to timely and properly protest such taxes or assessment); or ('fii) breaches any of the terms and conditions of this Agreement, then LINCOLN, al~er the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, LINCOLN shall, within sixty (60) 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 difficolt to determine. The parties further agree that any property tax revenue lost, including interest as a result of this Agreement, shall be recoverable against LINCOLN, its successors and assigns and shall constitute a tax lien on the Premises itself and shah become due, owing and shah be paid to the City within sixty (60) days. 19. Upon breach by LINCOLN of any obligations under this Agreement, the City shah notify LINCOLN in writing. LINCOLN shall have sixty (60) days bom receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a sixty (60) day period, and LINCOLN has diligently pursued such remedies as shall be reasonably necessmy to cure such default, then the parties may extend the period in which the violation must be cured for an additional sixty (60) days. 20. If LINCOLN fails to cure the default within the time provided as specified above or, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement by written notice to LINCOLN. Tax Abatement Agreement - Page 5 854162 97075 O2732 21. If LINCOLN fails to complete the Improvements, all tax revenue abated as a result of this Agreement shall become a debt to the City as liquidated damages, and shall become due and payable not later than sixty (60) days after a notice of termination is made. In the event of a default by LINCOLN for other than a failure to complete the Improvemems, which default is not timely cured, all taxes for the year or years in which the default occurs which otherwise would have been paid to the City without the benefit of the Tax Abatement shall become a debt to the City and shall be due and payable as liquidated damages not later than sixty (60) days after the expiration of the cure period provided at paragraph 16 of this Agreement. 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 LINCOLN with respect to the Premises, as determined by the Dallas Central Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. Penalties as provided for delinquent taxes shall accrue after expiration of the sixty (60) day payment period. ANNUAL APPLICATION FOR TAX EXEMI'TION 22. It shall be the responsibility of LINCOLN, 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 personal property has situs. A copy of the exemption application shall be submitted to the City for review. SUCCESSORS AND ASSIGNS 23. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representative.s, successors, and assigns. This Agreement may be assigned to an affiliate of LINCOLN without the consent of the City, or to any other entity with the consent of the City. After any permitted assignment, all references to LINCOLN herein shall thereafter be a reference to LINCOLN's successor with respect to any obligations or liabilities occurring or arising after the date of such assignment. NOTICE 24. 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: Tax Abatement Agreement - Page 6 s84162 97076 , 2733 II'intended for LINCOLN, to: Lincoln CBC, Ltd. 500 N. Akard Suite 3300 Dallas, Texas 75201-3394 Attn: Tom Kuhlmann and Michael Peinado Il'intended for City, to: City of Coppell, Texas City Manager P. O. Box 478 Coppell, Texas 75019 CITY COUNCIL AUTHORFZATION 25. 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. SEVERABH,ITY 26. 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 times to delete said invalid section, subsection, paragraph, sentence, phrase or word. APPLICABLE LAW 27. This Agreement shall 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 Agreement is performable in Dallas County, Texas. COUNTERPARTS 28. 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. Tax Abatement Agreement - Page 7 ss4162 97076 0273q ENTlRE AGREEMENT 29. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary 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. 30. The provisions of this Agreement are hereby declared covenants running with the Premises and are fully binding on all successors, heirs, and assigns of LINCOLN who acquire any fight, title, or interest in or to the property, or any part thereof. Any person who acquires any right, title, or interest in or to the property, or any part hereof; thereby agrees and covenants to abide by and fully perform the provisions of this Agreement with respect to the right, title or interest in such property. RECORDATION OF AGREEMENT 31. A certified copy of this Agreement shall be recorded in the Deed Records of Dallas County, Texas. INCORPORATION OF RECITALS 32. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. EXHIBITS 33. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. ATTORNEY'S FEES 34. Should either party employ an attorney or attorneys to enforce any of the provisions hereof or to protect its interest in any manner arising under this Agreement, or to recover damages for breach of this Contract, the non-prevailing party in any action pursued in a court of competent jurisdiction (the finality of which is not legally contested) agrees to pay to the prevailing party all reasonable costs, damages, and expenses, including attorney's fees, expended or incurred in connection therewith. Tax Abatement Agreement - Page 8 ss4162 97076 02735 CONSTRUCTION 35. 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. LINCOLN acknowledges that it has obtained legal counsel to assist in the preparation of this Agreement and that LINCOLN has fully satisfied itselfi without warranty or representation not expressly contained herein, by City that the tax abatement contemplated hereby is available in all respects. EXECUTED in duplicate originals this the ////'I day of/J¥/c l~i, 1997. CITY OF COPPELL, TEXAS LINCOLN CBC, LTD. TOMMORTON, MAYOR ~.,~ ~. )re :~:g- Title: ATTEST KATHLEEN ROACH, CITY SECRETARY APPROVED AS TO FORM: P~R~ATTORNEY (PGS/ul 1-27-97) Tax Abatement Agreement - Page 9 97076 02736 MAYOR'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Tom Morton, Mayor of the City of Coppell, Texas, a municipal corporation, known to me to be the person and otgcer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said City of Coppell, Texas, a municipal corporation, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Coppell, and that he executed the same as the act of said City for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the //z%/~ day of ,,,'?,;'%EN A. '2"% - My Con~nissio~ Expires:.~ ~r :' ~ °. '-. Tax Abatement Agreement - Page i0 ss4162 7076 02737 CORPORATE ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned authority a Notaoj Public in and for the State of Texas, on this day personally appeared , being the "(,~ ,.,, Y~ .~:-j ~ ~ ~ ? ~ ,-~- of LINCOLN CBC, Ltd., known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said LINCOLN CBC, Ltd., and that he executed the same as the act of said corporation for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the '~ [a14 day of '~ State of Texas } ~ ' ~ \; ~ '"~;?.2J/ :o~. ~. t2-2o-~?; Ndt~y Public, State of Texas My Commission Expires: Tax Abatement Agreement - Page 11 ss4162 97076 02738 OWNER'S CERllFIC^TE ST^ll~ OF TEXAS COUNTY OF DALLAS EXHIBIT" A" 97076 02739