RE 04-09-96.2 A RESOLUTION OF THE CITY OF COPPELL, TEXAS
RESOLUTION NO. 040996.2
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 PRIMERA COPPELL
PROPERTIES II, 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 between the City of Coppell, Texas, and Primera Coppell Properties II,
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 CITY
OF COPPELL, TEXAS, that:
1. The Tax Abatement 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.
2. The City Council finds that the improvements proposed to be built upon the
Premises described 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.
4. 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 Tax Abatement
Agreement is located, a written notice that the City of Coppeil, Texas, intends
to enter into the Agreement. The notice given by the City Manager included
a copy of the Tax Abatement 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, provided that the Tax Abatement Agreement approved hereby shall
be effective for tax year 1997 and following for the term thereof.
DULY RESOLVF~ AND ADOPTED ]py the City Council of the City of Coppell,
Texas, on this the ~ ~ day of ~ , 1996.
CITY OF COPPEI J~ TEXAS
TOM MORTON, MAYOR
ATrEST:
LII~~C 'ITY SE~C ~TAR Y
APPROVED AS TO FORM:
PE"TER G. SIVi~'H, crrY ATTORNEY
(PGS/lm 3-26-96)
STATE OF TEXAS §
§ TAX ABATEMENT AGREEMENT
COUNTY OF DAI.I .AS §
This Tax Abatement Agreement (the "Agreement") is entered into by and between
the City of Coppell, Texas (the "City"), a home rule city and municipal corporation of Dallas
County, Texas, duly acting herein by and through its Mayor, and Primera Coppell Properties
II, Ltd. ("Primera "), a Texas limited partnership, acting by and through the manager of its
general partner.
WITNESSETH:
w.E s, o. the ¢ a,y of . the City Coun of the
City of Coppell, Texas, (the "City"), passed ar~rdinance (the "Ordinance") establishing Tax
Abatement Reinvestment Zone No. 9 (the "Zone"), for commercial/industrial 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 governing tax abatement agreements to
be entered into by the City as contemplated by the Tax Code; and
WHEREAS, in order to maintain and enhance the commercial and industrial
economic and employment base of the Copper 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
WHEREAS, Primera's relocation and expan.~ion 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 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
WHEREAS, 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 to be subject to this Agreement is located; and
WHEREAS, the City desires to enter into an agreement with Primera, the proposed
owner of property within the Tax Abatement Reinvestment Zone No. 9 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. Primera is the owner of that real property described in Exhibit "A" attached
hereto and made a part hereof for all purposes (the 'Premises"), which Premises are 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 Copper 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 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 Primera an abatement
of ad valorem taxation on real and/or personal property 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 real property or
of the tangible personal property located on the real property, or both that exceeds that
property's taxable value for the year in which this Agreement is executed (base year/1996).
Tax Abatement Agreement - Page 2
The tax abatement agreement for tangible personal property will 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, 1997 and continuing until December 31, 2001, unless otherwise
amended by the parties pursuant to the Tax Code.
8. During the period of tax abatement herein authorized, Primera 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 Prem/ses shall mean the property described on Exhibit ~A~ attached
hereto and incorporated herein for all purposes including any improvements and
personal property excluding inventory which is added to the property subsequent to
the execution 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, tangible personal property,
equipment, and fixtures added to the Premi.~es 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 Premi.qes, any Improvements located on the
Premises and the tangible personal property, excluding inventory, located on the
Premises.
D. The Base Year Tax V_n_!,_te shall mean the total assessed taxable value for
the year in which the Tax Abatement Agreement is executed (1996).
E. The First Year of the Tax Abatement Agreement shall be 1997, unless
otherwise agreed to by the parties.
F. Certified~4pprai~ed V~!,.te means the appraised value of the Premises owned
by Primera 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
IMPROVEMENTS
10. Primera owns the Premises described in Exhibit 'A" and agrees to construct
on the Premises 289,000 square feet of warehousing in the Parkwest Commerce Center Park
located at 1111 Executive Drive, Coppell, Texas. The cost of the land and Improvements
for both premises should exceed $5.5 Million Dollars. The approximate location of the
Improvements on the Premises are shown on the Site Plan of the Premises attached hereto
as Exhibit "C' and made a part hereof for all purposes. Nothing in this Agreement shall
obligate owner to construct Improvements on the Premises, but said Improvements are a
Condition precedent upon initiation of tax abatement pursuant to this Agreement.
11. Subject to the terms and conditions of this Agreement, Primera is entitled to
an abatement of ad valorem taxation on real property and/or personal property of up to
seventy-five percent (75%), conditioned upon Primera, its successors or assigns diligently
constructing the aforesaid improvements.
CONSTRUCTION OF IMPROVEMENTS
12. As a condition precedent to the initiation of tax abatement pursuant to this
Agreement, Primera will diligently and faitlffully, in good and workmanlike manner, pursue
the completion of the contemplated improvements on or before December 31, 1996, as good
and valuable consideration for thi.~ 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 Primera shall have such additional time
to complete and maintain the Improvements as may be required in the event of "Force
Majeure," ff Primera 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 Primera 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 Primera), fires, explosions or
floods, strikes, slowdowns or work stoppages.
13. Primera agrees to maintain the Improvements during the term of this
Agreement in accordance with all applicable state and local laws, codes, and regulations.
14. 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 Primera, and in accordance with Primera'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).
Tax Abatement Agreement - Page 4 nc, ao?t. lo
GENERAL REQUIREMENTS
15. Construction plans for the Improvements constructed on the Premises 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.
16. Primera 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.
17. After completion of the improvements, Primera shah certify in writing to the
City the construction cost of the Improvements. Such certification shall be signed by ah
parties to this Agreement and shah then be attached as an Exhibit and such Exhibit shall
become a part of this Agreement for ah purposes. Primera shall annually certify to the City
that it is in compliance with each term of the Agreement.
18. The Premises and the Improvements constructed thereon at ah times shah 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
19. In the event Primera fails in performance of any of the following conditions:
(i) completion of the Improvements in accordance with thi~ 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 (provided Primera 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 Primera, after the expiration of the notice and cure
periods described in Paragraph 20 below, shall be in default of this Agreement. As
liquidated damages in the event of such default, Primera sball~ within sixty (60) days after
demand, pay to the City aH 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, shah be recoverable against Primera, its
successors and assigns and shall constitute a tax lien on the Premi.~es itself and shall become
due, owing and shall be paid to the City within sixty (60) days.
20. Upon breach by Primera of any obligations under this Agreement, the City
shah notify Primera in writing. Primera shah have sixty (60) days from receipt of the notice
Tax Abatement Agreement - Page 5 AGG0?/.10
in which to cure any such default. If the default cannot reasonably be cured within a sixty
(60) day period, and Primera has diligently pursued such remedies as shall be reasonably
necessary to cure such default, then the parties shall automatically extend the period in
which the violation must be cured for an additional sixty (60) days.
21. If Primera fails to cure the default within the time provided as specified in
Paragraph 20 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 Primera.
22. Upon termination of this Agreement pursuant to Paragraph 20 above, all tax
revenue abated as a result of thia 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. 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 pay back 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 Primera with respect to the Premiss, 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 EXEMPTION
23. It shall be the responsibility of Primera, pursuant to the Texas 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
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
assj~t,n~. This Agreement may be assigned with the consent of the City.
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:
Tax Abatement Agreement - Page 6 A6GO?&ID
If intended for Primera, to:
Primera Coppell Properties II, Ltd.
2001 Bryan Street, Suite 3810
Dallas, Texas 75201
Ralph Heins, Manager of General Partner
Primera Consolidated, L.L.C.
(214) 855-6620
If imended for City, to:
City of Coppell, Texas
City Manager
P. O. Box 478
Coppell, Texas 75019
CITY COUNCIL AUTHORIZATION
26. This Agreement was authorized by resolution of the City Council approved
by its Council authorizing the Mayor to execute thi.~ Agreement on behalf of the City.
SEVERABILITY
27. 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
28. 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
29. 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 AC. O0741D
ENTIRE AGREEMENT
30. 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.
31. The provisions of this Agreement are hereby declared covenants running with
the Premises and are fully binding on all successors, heirs, and assign~ of Primera who
acquire any fight, rifle, or interest in or to the property, or any part thereof. Any person
who acquires any right, tifle, 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
32. A certified copy of thi~ Agreement shall be recorded in the Deed Records of
Dallas County, Texas.
EXECUTED in duplicate originals thi, the ay of ,1996.
CITY OF COPPF. I JI, TEXAS PRIMERA COPPF. I I. PROPERTIES Il,
LTD.
By: Primera Consolidated, L.L.C.
Its General Partner
TOM MORTON, MAYOR RAI .PH HE , MANAGER
APPROVED AS TO FORM:
PETER-G. SMITI~CH~ ATrORNEY
(PGS/lm 3-26-96)
Tax Abatement Agreement - Page 8 nac-o?t, lo
MAYOR'S ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF DA1.1 .AS §
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 officer whose t~ame 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.
G~I~N UNDER MY HAND AND SEAL OF OFFICE this the ~ ~ day of
N~t~ Public, State of Texas
My Commi.~sion F_~tpires:
Tax Abatement Agreement - Page 9 Aaa07t, 10
PARTNERSHIP ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF DAIIAS §
BEFORE ME, the undersigned authority a Notary Public in and for the State of
Texas, on this day personally appeared Ralph Heins, being the Manager of Primera
Consolidated, L.L.C., the General Partner of Primera Coppell Properties II, Ltd., a Texas
limited partnership, 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
Primera Copper Properties I, Ltd., a Texas limited partnership, and that he executed the
same as the act of said partnership for the purpose and consideration therein expressed and
in the capacity therein stated.
Notched Public, State df Tex~s
My Commi~ion Expires:
Tax Abatement Agreement - Page 10
E~aIBIT A
~ ~co~ed in Volume 951~ Pale 2~34 ~allas Counly ~ed Rcco~s (D.C.~.R). ~d ~in~
more p~icul~ly descried a~ follows;
BEGI~ING at a 1/2-inch iron r~ with a yellow plulic cap slimed '~alff A$I~" hereaRer
1307.~ feet to i I~-inch iron t~ with cap fo.nd for i c~cr of the no~ ~h[~f-way line of
TII~NCE Noflh ~ de~me~ ~ minutes 46 McOn~ Wczl ~p~ing smd noflh line · disancc of
28.28 f~( lo a I~-inch i~un r~ wilh cap sc~ ~or a come, on ~hc e~l right-of-way llne of
di~lm,c¢ of 1267.99 feel to a I~,inch iron r~ wilh cap found for m co--r;
THENC~ N~ 4S ~r~s 53 minutes 14 ~on~ EMI a dillm~e of 28.28 feet to ~ ~T
OF BEG~NINO AND CO~AIN~O ~5.201 square re~ or 13.8935 ~s of land more or
Ices.
~KHIBIT C