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RE 12-09-97.2 A RESOLUTION OF THE CITY OF COPPELL, TEXAS RESOLUTION NO. 120997.2 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 NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. ~S, the Ci~ Coun~ ~ b~ pre~t~ a propo~ T~ ~atem~t ~ment by ~d ~ong ~e C~ of Coppe~ Te~ ~d No~we~em Mu~ Uffe ~ Comply a ~py of w~ch is a~h~ h~o ~d ~orat~ her~ by r~erence; ~d W~S, upon ~H renew ~d ~ide~on of ~e ~t, ~d ~ ~ rel~ ~ereto, ~e C~W Co~ is of the op~on ~d ~ds ~ ~e t~ ~d ~nff~o~ ~er~f should be approv~ ~d ~t the ~yor shoed be ~o~ to ex--re ~e ~ment on beh~ of ~e CiW of CoppeH, Text; NOW, ~FO~, BE ~ ~SOL~D BY ~ ~ CO~ OF ~, C~ OF COPP~I,I~ ~S, that: 1. ~e ~ment a~h~ h~eto ~g b~ re~ew~ by ~e C~W Coun~ of · e CiW of Coppe~ T~, ~d found to be a~le ~d ~ the be~ ~t~e~ of the Ci~ ~d ks ~f~, be, ~d ~e ~e is her~y, ~ ~ t~gs approve, ~d ~e ~yor is hereby ~o~ to ~te ~e A~e~t on beh~ of ~e Ci~ of Coppe~ Te~. 2. ~e C~W Coun~ ~ds ~at ~e ~prov~ts propo~ to be b~t upon thc Pre~s de~fib~ ~ ~e ~ment ~ e~ ~e ~no~c ~t~W of the ~u~ ~ou~ a ~mb~afion of new ~pit~ ~ves~ent, ~ ~es t~ revenue, ~d ~e ~fion of adE~fion~ job oppo~fies. 3. ~e ~ ~at~t to be ~t~ by the ~ment ~ not ~clude ~v~tofies, ~d ~pp~es. 4. ~e ~prov~ts propo~ for ~e Pre~ ~ ~mp~sh ~e ~ ~t ~ide~ of~c CiW of Coppe~ Te~. ~e CiW M~ag~ de~ver~ to the presid~g offi~r of the ~ove~g body of ~ch ~g u~t ~ w~ch the prope~ ~bje~ to the A~eemcnt is lo~ted, a ~en nofi~ ~at ~e CiW of CoppeH, Text, ~tends to enter ~to ~e ~m~t. ~e notice 97251 O3O35 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 fi.om and after its passage. Dilly RESOLVED A_NI) ADOPTED by the City Council of the City of Coppell, Texas, on this the YTZJ~ dayof ½2~-0'¢,~,~ r' , 1997. CITY OF COPPELL, TEXAS CANDY SH~Ei~AN, IvI~-YoR ATTEST: KATHLEEN ROACH, CITY SECRETARY APPROVED AS TO FORM: PETER G. SMITH, CITY ATT-Oi~qE""~ ' ~ (pGS/ttl 11/20/97) 2 s814156 9725 1 I 3037 STATE OF TEXAS § § TAX ABATEMJENT AGREEMENT COUNI~ OF DALLAS § This Tax Abatement Agreement (the "AGREEMENT') is entered 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 the Northwestem Mutual Life Insurance Company ("NORTltAVESTERN"), acting by and through its respective authorized officer. WITNESSETIt: WI:I~REAS, the City CoBnc~ of the City, passed an Ordinance (the "ORDINANCE") establishing Tax Abatement Reinvestment Zone No. 2 (the "ZONE"), for commercial/'mdustrial 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 WHEREAS, the CITY has adopted guidelines for tax abatement (the '~rAX ABATEMENT GUIDELINES"); and WHEREAS, 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 WItEREAS, the C1TY has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WI:IEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppeli 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 GUIDEI,1NES and the TAX CODE; and WlffEREAS, NORTHWESTERN's establishment described herein will create permanent new jobs in the CITY; and WHEREAS, the City Council finds that the contemplated use of the PREMISES (hereinat~er defined), the contemplated improvements to the PREMISES 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 GUIDELINE, the ORDINANCE adopted by the C1TY, the TAX CODE and all other applicable laws; and Tax Abatement Agreement - Page 1 NMLIRE334071SS10208 97251 (13038 WltE~REAS, the City Council finds that the improvements sought are feasible and practicable and would be of benefit to the land 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 Code, to the presiding officers of the governing bodies of each of the taxing units in which the PREMISES is located; NOW, T15E~REFORE, 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. NORTHWESTERN is the owner of the real property described in Exhibit "A" attached hereto and made a part hereof for all purposes (hereinafter defined as the "PREMISES"), which PREMISES are located within the city limits of the CITY and within the ZONE. 2. The PREMISES is 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 TAX CODE, and in accordance with the TAX ABATEMENT G UIDEIJNES, and approved by resolution of the City Council 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 NORTHWESTERN an abatement of ad valorem taxation on real and/or 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 Tax Abatement Agreement - Page 2 ss~0208 97251 03039 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, 1999 and continuing unffl December 3 l, 2003, unless otherwise amended by the parties pursuant to the TAX CODE. 8. During the period of tax abatement herein authorized, NORTHWESTERN 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 land described in Exhihit "A" attached hereto and incorporated herein for all purposes including any improvements to be constmeted on the land, as further described herein. B. The IMPROVEMENTS shall mean the comemplated improvements described herein to be constructed on the PREMISES and as further described in the plans submitted to the CITY, including but not limited to buildings and structures. 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 1999, unless otherwise agreed to by the parties. F. CERTIFIED APPRAISED VALUE means the appraised value of the PREMISES 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 ss~020s 97251 030hO IMPROVEMENTS 10. NORTltWESTERN is the owner of the PREMISES deseribed in Exhibit "A" and agrees to construct or cause to be constructed Park West Center I, an office/distribution center on the PREMISES consisting of a 367,575 square feet (and other ancillary facilities such as required parking and landscaping more fully described in the submittals filed by NORTHWESTERN with the CITY from time to time in order to obtain a bffflding permit) here'mafter defined as the "IMPROVEMENTS". The cost of the land and IMPROVEMENTS should exceed $11 iVfillion Dollars. Nothing in this AGREEMENT shall obligate NORTItWESTERN 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, NORTItWESTERN is entitled to an abatement of ad valorem taxation on real property and/or personal property of seventy-five percent (75%) conditioned upon NORTItWESTERN, 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, NORTItWESTERN will diligently and faithfully, in good and workmanlike manner, pursue the completion of the contemplated IMPROVEMENTS on or before December 31, 1998, 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 thereo0; provided, that NORTItWESTERN shall have such additional time to complete and maintain the IMPROVEMENTS as may be required in the event of"Force Majeure," if NORTIIWESTERN is diligently and faithfully pursuing completion of the IMPROVEMENTS. For this purpose, "Force Majeure" shall mean any contingency or cause beyond the reasonable control of NORTHWESTERN 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 NORTHWESTERN), fires, explosions or floods, strikes, slowdowns or work stoppages. 12. NORTHWESTERN 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 fight of access to the PREMISES during construction to inspect the IMPROVEMENTS at reasonable times and with reasonable notice to NORTItWESTERN, and in accordance with NORTItWESTERN's visitor access and seeudty 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). Tax Abatement Agreement - Page 4 ssl0208 97251 030t, l GENERAL REQUIREMENTS 14. Construction plans for the IMPROVEMENTS will be filed with the CITY. The plans for such IMPROVEMENTS as filed shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 15. NORTHWESTERN agrees l~om the date a certificate of occupancy is issued until the expkation 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, NORTHWESTERN shall to the best of its knowledge certify in writing to the CITY the construction cost of the IMPROVEMENTS. NORTHWESTERN shall annually certify in writing 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 NORTHWESTERN 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) has any delinquent ad valorem or State sales taxes owed to the CITY (provided NORTHWESTERN retains its right to timely and properly protest such taxes or assessment); or (iii) breaches any of the terms and conditions of this AGREEMENT, then NORTHWESTERN, after the expiration of the notice and cure periods described herein, shall be in default of this AGREEMENT. As liquidated damages in the event of such default, NORTItWESTERN 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 NORTHWESTERN, its successors and assigns and shall constitute a tax lien on the PREMISES itself and shall become due, owing and shall be paid to the CITY within thirty 00) days after termination. 19. Upon breach by NORTHWESTERN of any obligations under this AGREEMENT, the CITY shall notify NORTHWESTERN in writing. Thereafter NORTHWESTERN shall have thirty Tax Abatement Agreement - Page 5 ssl020s 97251 (30) days from receipt of the notice in which to cure any such default, provided that NORTHWESTERN shall have such additional time to cure as may be required in the event of"Force Majeure." For this purpose Force Majeure shall mean any confmgency or cause beyond the reasonable control of NORTItWESTERN, including without limitation, acts of God or the public enemy, war, riot, dvil commotion, insurrection, adverse weather, government or de facto governmental action or inaction (unless caused by intentional acts or omissions of NORTHWESTERN) fires, explosions or floods, strikes, slow downs or work stoppages or delays by the CITY. If the default cannot reasonably be cured within a thirty 00) day period, and NORTHWESTERN has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the CITY will extend the period in which the violation must be cured for an additional thirty (30) days. 20. If NORTHWESTERN fails to cure the default within the time provided as specified herein or, as such time period may be extended, then the CITY at its sole option shah have the fight to terminate this AGREEMENT by written notice to NORTHWESTERN. 21. Upon termination of this AGREEMENT by the CITY, 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 latcr than thirty 00) days after a notice of termination is made. The CITY shah 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 NORTHWESTERN with respect to the PREMISES, as determined by the 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 thirty 00) day payment period. ANNUAL APPLICATION FOR TAX EXEMPTION 22. It shall be the responsibility of NORTHWESTERN, pursuant to the TAX CODE, to file au annual exemption application form with the Chief Appraiser for each appraisal district in which the eligible taxable property has situs. A copy of the exemption application shah be submitted to the C1TY. 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 representatives, successors, and assigns. This AGREEMENT may be assigned with the consent of the CITY. Tax Abatement Agreement - Page 6 ss~o208 97251 0301 3 · 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 cerfrfied ma/l, postage prepaid or by hand delivery: If intended for NORTHWESTERN, to: The Northwestern Mutual Life Insurance Company Attn: Joseph L. Cochran Four Forest P!a?a 12222 Merit Drive Suite 970 Dallas, Texas 75251-2234 with copy to: The Northwestern Life Insurance Company Arm: Real Estate Department 720 East V~r~scons'm Avenue Ivfilwaukee, v~r~sconsin 53202 If intended for UITY', tO: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 CITY COUNCIL AUTHORIZATION 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 C-TrY. SEVERABH JTY 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 be enforceable and shall be enforced as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. Tax Abatement Agreement - Page 7 ss~0208 9725 1 030 ,1 APPLICABI.E 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 shah be deemed an original and constitute one and the same instrument. ENTIRE AGREEMENT 29. This AGREEMENT embodies the complete agreement of the parties hereto, superseding all oral or written previous and contempormy 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. RECORDATION OF AGREEMENT 30. A certified copy of this AGREEMENT shall be recorded in the Deed Records of Dallas County, Texas. INCORPORATION OF RECITALS 31. The determinations recited and declared in the preambles to this AGREEMENT are hereby incorporated herein as part of this AGREEMENT. EXHmlTS 32. All exhibits to this AGREEMENT are incorporated herein by reference for all purposes wherever reference is made to the same. Tax Abatement Agreement - Page 8 ssi0208 97251 EXECUTED in duplicate originals this theC??¢/day of.~c,¢,~c~.t997. CITY OF COPPELI~ TEXAS THE NORTHWESTERN MUTUAL L1FE INSURANCE COMPANY ' ', ' ~ / By: By: ~(,,[, ' ~ .,L ? ~ CANDY S~, MAYOR Name: Title: v~ce 1~resJ. dent A'ITEST: KATHLEEN ROACH, CITY SECRETARY APPROVED AS TO FORM: PETER G. SMITH, CITY ATTORNEY (PGS/IlI 11/5/97) Tax Abatement Agreement - Page 9 ssio2o8 97251 0301 6 CITY'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DAI J.AS § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Candy Sheehan, Mayor of the City of Coppell, Texas, a municipal corporation, 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 City of Coppell, Texas, a municipal corporation, that she was duly authorized to perform the same by appropriate resolution of the City Council of the City of Coppell, and that she executed the same as the act of sa~d City for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ~/~ day of /.~C ~',~'IL~," , 1997. e ,.t.,-Y.. °,* ~, a ¥ POo~,'O · ..r,.t .,- · % %?. ooo ,,,,," Tax Abatement Agreement - Page 10 ssxo2oa 97251 03067 CORPORATE ACKNOWLEDGMENT STATE OF WISCONSIN § COUNTY OF ~ § BEFORE ME, the undersigned authority a Notary Public in and for the State of V~r~scons'm, on this day personally appeared em r~o~ ~ K~,,-~ of The Northwestern Mutual Life Insurance Company, being 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 corporation, and that he executed the same as the act of said corporation for the purpose and consideration therein expressed and in the capacity there'm stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ~gth day of ~a .... mhor , 1997. ~ Nota~ Public, State of Wisconsin My Commission Expires: Beth 51. Larsen November 28, 1999 Tax Abatement Agreement - Page 11 ss~o208 97251 0301 Exhibit "A" DESCRIPTION, of a 51.372 acre tract of land situated in the James A. Simmons Survey, Abstract No. 1296, in the City of Coppell, Dallas County, Texas, and being part of Lot 2, Block 2 of Park West Commeme Center as recorded in Volume 93226, Page 2864 of the Real Property Records of Dallas County, Texas; said 51.372 acre tract of land being more particularly described as follows: BEGINNING, at a 1/2-inch iron rod with "HALFF ASSOC" cap found at the most southerly point of a 38.00 foot radial corner clip located on the common line between the north right-of-way of Airline Ddve (a vadable width right-of-way, 93 feet wide at this point) and the west right-of-way line of Belt Line Road (a 120 foot wide right-of-way at this point); THENCE, along the said north line of Airline Drive the following three courses and distances; North 89 degrees, 06 minutes, 46 seconds West, a distance of 126.02 feet to a 1/2" iron rod with "HALFF ASSOC" cap found for corner; South 75 degrees, 57 minutes, 33 seconds West, a distance of 64.05 feet to a 1/2" iron rod with "HALFF ASSOC" cap found for corner; Airline Drive being a 60 foot wide right-of-way at this point; North 89 degrees, 06 minutes, 46 seconds West, a distance of 2004.72 feet to a 1/2" iron rod with "PACHECO KOCH" cap set; THENCE, North 00 degrees, 53 minutes, 14 seconds West, departing said north right-of-way line of Airline Drive, a distance of 1003.72 feet to a 1/2" iron rod with "PACHECO KOCH" cap set for comer on the south tine of Lot 1, Block 1 of said Park West Commerce Center; THENCE, South 89 degrees, 06 minutes, 01 seconds East; along the said south line of said Block 1; a distance of 2236.77 feet to a to a 1/2" iron rod with "HALFF ASSOC" cap found for corner in the said west line of Belt Line Road; THENCE, South 01 degrees, 15 minutes, 30 seconds West, along the said west line of Belt Line Road, a distance of 949.00 feet to the north end of said curving corner clip whose center of said comer clip bears North 88 degrees, 44 minutes, 30 seconds West, a distance of 38.00 feet from said point; THENCE, along said curving comer clip and north right-of-way line of Airline Drive through a central angle of 89 degrees, 37 minutes, 44 seconds an arc distance of 59.44 feet to POINT OF BEGINNING; CONTAINING, 2,237,775 feet or 51.372 acres of land, more or less. 1628-93 97251 030 9