RE 12-09-97.3 RESOLUTION NO. 120997.3
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, ~e Ciw Coun~ ~ b~n present~ a propo~ T~ ~atement ~ment by
~d ~ong thc C~ of Coppc~ Tc~ ~d No~hwe~em Mum~ Life ~r~ Comply a ~py of
w~ch is a~ch~ hereto ~d ~orat~ here~ by referent; ~d
~S, upon ~ renew ~d ~id~ation of ~e ~ent, ~d ~ ma~s relat~
· ereto, ~e Ci~ Co~ is of the op~on ~d ~ds ~t the te~ ~d ~n&fio~ ~ereof shoed be
approv~ ~d ~at ~e ~yor should be ~tho~ to ex,ute ~e A~t on bch~ of the ~W of
Coppe~ Text;
NOW, ~FO~, BE ~ ~SOL~D BY ~ ~ CO~ OF ~ ~
OF COPP~I,I ~ ~S, ~at:
1. ~e A~eement a~ch~ her~o ~g b~n re~ew~ by the CiW Coun~ of
the CiW of Coppe~, Te~, ~d found to be a~p~lc ~d ~ the best ~t~e~ of the
CiW ~d ks ~e~, be, ~d the ~e is hereby, ~ ~ t~gs approved, ~d the ~yor
is hereby ~o~ to ex~te ~e ~t on be~of~e Ciw of Coppe~ Te~.
2. ~e Ciw Coun~ ~ds t~t the ~provem~ts propos~ to be bu~t upon the
Presses dc~b~ ~ ~e A~ment ~ e~ce ~e ~ono~c ~W of ~e
~ ~ou~ a ~mb~ation of new ~pi~ ~ve~m~t, ~ ~es ~
rcv~ues, ~d ~e ~fion of ~ff~fion~ job oppo~ties.
3. ~e ~ ~atem~t to be ~t~ by ~e A~ment ~ not ~clude ~ventofies,
~d topples.
4. ~e ~provcmcnts propo~ for ~e Pr~s ~ a~mp~sh ~e ~
~at~ent ~ide~es of ~e C~ of Coppe~ Te~.
5. ~e CiW ~ger de~ver~ to the presiEmg offi~ of ~e gove~g body of
~h ~g ~t ~ w~ch ~e prop~ mbj~ to ~e A~ent is-lo~t~ a ~en
nofi~ ~at ~e ~W ofCoppe~ Te~, ~t~ds to ent~ ~to ~c A~eement. ~e noti~
SS14157
97251 0305
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 passagel
DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on
thisthe~/q dayo£_/~£~',,~, z~ ,1997.
CITY OF COPPELL, TEXAS
ATTEST:
KATHI .g.g~l ROACH, CITY SECRETARY
APPROVED AS TO FORM:
PETER G. SMITH, C1TY ATTORNEY
(PGS/ttl 11/20/97)
2 $S14157
97251
STATE OF TEXAS §
§ TAX ABATEMENT AGREEMENT
COUNTY OF DALI,AS §
This Tax Abatement Agreement (the "AGREEMENT") is entered into by and between the
City of Coppell, Texas (the "CITY"), a home role city and munidpal corporation of Dallas County,
Texas, duly acting herein by and through its Mayor, and The Northwestern Mutual Life Insurance
Company ("NORTItWESTERN"), acting by and through its respective authorized agent.
WITNESSETH:
WHEREAS, the City Council of the City, passed an Ordinance (the "ORDINANCE")
establishing Tax Abatement Reinvestment Zone No. 2 (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
WI:IEREAS, the CITY has adopted guidelines for tax abatement (the "TAX ABATEMENT
GUIDELINES"); and
WItEREAS, the TAX ABATEMENT GUIDELINES contain appropriate guidelines and
criteria governing tax abatement agreements to be entered into by the City as comemplated by the
TAX CODE; and
WI~EREAS, the CITY has adopted a resolution stating that it elects to be eligible to
participate in tax abatement; and
WItEREAS, 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 enter
into this AGREEMENT in accordance with said ORDINANCE, the TAX ABATEMENT
GUIDEI,IN-ES and the TAX CODE; and
wm*~REAS, NORTHWESTERN's establishment described herein will ereate 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 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 CITY, the TAX CODE and all
other applicable laws; and
Tax Abatement Agreement - Page 1 NML IRE334071 SS10865
WltEREAS, 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
WHEREAS, 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, 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. 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 outstand'mg bonds
of the CITY.
4. The PREMISES are not owned or leased by any member of the Coppell City Counc'd or any
member of the CoppeH Planning and Zoning Commission, or any member of the governing body of any
taxing units joining in or adopfmg this AGREEMENT.
TAX ABATEMENT AUTHORV~D
5. This AGREEMENT is authorized by the TAX CODE, and in accordance with the TAX
ABATEMENT GUIDELINES, and approved by resolution of the City Counc'd 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 ssl0s~s
97251 0305h
executed (base year/1997). The tax abatement agreement for tangible personal property may only
apply to the personal property added to the real property at, er this AGREEMENT is executed.
7. The period of tax abatement herein authorized shall be five (5) years, beginning on January l,
1999 and continuing until December 3 l, 2003, unless otherwise amended by the parties pursuant to the
TAX CODE.
8. During the period of tax abatement herein authorized, NORTllWESTERN 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 shah mean the land described in Exhibit "A" attached hereto
and incorporated herein for all purposes including any improvements to be constructed on the
land, as further described herein.
B. The IMPROVEMENTS shall mean the contemplated 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 stmetures.
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.
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97251 03055
10. NORTHVgESTERN is the owner of the PREMISES described in Exhibit "A' and agrees to
construct or cause to be constructed Park West Center Il, a warehouse and distn~oution facility on the
PREMISES consisting of a 367,200 square feet (and other anciHapy 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 building permit) hereinafter defined as the
"IMPROVEMENTS". The cost of the IMPROVEMENTS should be approximately $11 l~Jlion
Dollars. Nothing in this AGREEMENT shall obligate NORTHWESTERN 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, NORTHWESTERN is entitled to an abatement of ad valorem taxation on
real property and/or personal property of seventy-five percent (75%) conditioned upon
NORTHWESTERN, 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,
NORTHWESTERN 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
thereof); provided, that NORTHWESTERN shall have such additional time to complete and maintain
the IMPROVEMENTS as may be required in the event of"Force Majeure," if NORTHWESTERN
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 right of access to the PREMISES during
construction to inspect the IMPROVEMENTS at reasonable tunes and with reasonable notice to
NORTHWESTERN, and in accordance with NORTHWESTERN's visitor access and security
policies, in order to insure that the construction oftbe 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 ss~0g6s
97251 0305fi
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 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. At~er 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 oftbe 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 mended, 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, NORTHWESTERN 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 (30) days al~er
termination.
19. Upon breach by NORTHWESTERN of any obligations under this AGREEMENT, the
CITY shall notify NORTHWESTERN in writing. Therea~er NORTHWESTERN shall have thirty
Tax Abatement Agreement - Page 5 smosa~
97251 O3O57
(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 contingency or cause beyond the reasonable
control of NORTHWESTERN, including without limitation, acts of God or the public enemy, war,
riot, civil commotion, insun'ection, 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 (30) 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 thkty (30) days.
20. If NORTHWESTERN fails to cure the default within the time provided as speciried herein or,
as such time period may be extended, then the CITY at its sole option shall have the fight to terminate
this AGREEMENT by written notice to NORTHWESTERN.
21. Upon termination of this AGREEMENT by the CTrY, 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 then thirty (30) days after a notice of termination is made. The CTrY 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 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 exp'[ration of
the thirty (30) day payment period.
ANNUAL APPLICATION FOR TAX EXEMPTION
22. It shall be the responsibility of NORTHWESTERN, 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 shall be submitted to the
CITY.
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 asS'lgl'led with the consem of the CITY.
Tax Abatement Agreement - Page 6 ss~0se~
97251 03058
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:
If intended for NORTHlrgESTERN, to:
The Northwestern Mutual Life Insurance Company
Attn: Joe Cochran
Four Forest Plaza
12222 Merit Drive
Suite 970
Dallas, Texas 75251-2234
with copy to:
The Northwestern Life Insurance Company
Atto: Real Estate Department
720 East Wiscons'm Avenue
Milwaukee, Wisconsin 53202
If intended for CITY, to:
City Manager
City of Coppell, Texas
P. O. Box 478
Coppell, Texas 75019
CITY COUNCIL AUTHOR~ATION
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.
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 8810865
97251 03059
APPLICABI~E LAW
27. This AGREEM]~NT 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.
ENTIRE 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.
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.
EXHIBITS
32. All exhibits to this AGREEMENT are incorporated herein by reference for all purposes
wherever reference is made to the same.
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97251 030 0
EXECUTED in duplicate originals this the~/-//I ' '
day o/f~ce~//~e.- 1997.
crrY OF COPPELL, TEXAS THE NORTHWESTERN MUTUAL LIFE
~ INSURANCE COMPANY
ck~,hS¥ SHamAN, m¥OR
Nme: Carson D. Keves
Ti~ei Vice President
ATTEST:
APPROVED AS TO FORM:
PETER G. sMrrH, CITY ATTORNEY
(PGS/tfl 11/5/97)
Tax Abatement Agreement - Page 9 8s10865
97251 03061
CITY'S ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, a Notary Public in and for the State o£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'CoppeH, and that she 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 ~7~I day of
Notary Public, State of Texas
My Commission Expires:
Tax Abatement Agreement - Page 10 ss10865
97251
CORPORATE ACKNOWLEDGMENT
STATE OF WISCONSIN §
COUNTY OF ~WAU~ §
BEFORE ME, the undersigned authority a Notary Public in and for the State of W',sconsin, on
this day personally appeared carson D. Keyes of The Northwestern Mutua~ L'ffe 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 therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 19th day of
November , 1997.
N0~ Public, State of Wisconsin
Beth N. Larsen
My Commission E. xpires: Noveraber 28~ 1999
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97251 03063
Exhibit "A"
DESCRIPTION, of a 51.372 acre tract of land situated in the James ^. Simmons Survey, ^bstract
No. 1296, in the City of Coppell, Dallas County, Texas, and being part of Lot 2, Block 2 of Park West
Commerce 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 ^$$C)C" 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 ^idine
Ddve (a vadable width dght-of-way, 93 feet wide at this point) and the west right-of-way line of Belt
Line Road la 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 md with "PACHECO KOCH" cap set for
comer on the south line 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 Nodh 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 03