RE 05-28-96.1 A RESOLUTION OF THE CITY OF COPPELL, TEXAS
RESOLUTION NO. 052896.1
A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS
AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND AMONG THE CITY
OF COPPELL, TEXAS, QUILL CORPORATION AND COPPELL MILL LIMITED
PARTNERSHIP; 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 ~ong ~e Ci~ of Cop~H, Texas, Quill Co.ration ~d Coppell ~ Limit~
P~ership, a copy of which is attach~ hereto ~d ~co~rat~ herein by reference; ~d
WHEREAS~ upon full review ~d consideration of ~ A~ment, and ~1 matters ~lat~
thereto, ~e City Council is of ~e option ~d finds ~at ~e te~s ~d conffifions ~er~f should
be approve, ~d that the Mayor should ~ au~ofi~ to ex.ute ~e A~ement on ~h~f of ~e
City of Coppell, Texas;
NOW, THEREFORE, BE ~ RESOLVED BY THE C~Y COUNC~ OF THE
CITY OF COPPELL, TEXAS~ ~at:
1. ~e T~ Abatement A~ment attached helm having ~n ~view~ by ~ Ci~
Council of the Ci~ of Cop~ll, Texas, and found to be accep~bl~ ~d in ~e best
interest of ~e Ci~ ~d its cifi~ns, ~, ~d the same is hereby, ~ ~ ~ings
approve, ~d ~e Mayor is hereby au~od~ m ex,ute ~e A~ment on ~ha~
of ~e Ci~ of Coppell, Texas.
2. ~e Ci~ Council finds ~at ~e improvements pm~s~ to ~ built u~n ~e
~emises descfi~ in ~e A~ment will enh~ce ~e ~onomic vit~ of ~e
community ~ough a combination of new capit~ inves~en~ inmased s~es m
~venues, ~d ~e creation of ad~fion~ job op~nunifies.
3. ~e m abatement m ~ ~t~ by ~e A~ment Mll not ~clude ~ventofies,
~d supplies.
4. ~e improvements pm~s~ for ~e ~emises Mll accomplish ~e m abatement
~idelines of the City of Cop~, Texas.
5. ~e City M~ager deliver~ to ~e presi~ng officer of ~e goveming ~y of each
ming u~t ~ which ~e pro~ subject m ~e T~ Abatement A~ment is
l~a~d, a ~tten notice ~at ~e City of Cop~ll, Text, ~tends m enter into ~e
AGG0837E
962D, O187
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
affm'native 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 RE~OLVED A3iD~ADOPTED by the City Council of the City of Coppell, Texas,
on this the ~,2ov ~'ff'flay of /~d/ct~ ,1996.
~ CITY OF COPPELL, TEXAS
TOM MORTON, MAYOR
ATrEST:
LINDA GRAU, CITY SECRETARY
APPROVED AS TO FORM:
6. Smfii, crrY Xvrom,m¥
(PGS/jd 4-09-96)
AGG0837E
96214t, 01875
STATE OF TEXAS ~
§ TAX ABATEMENT AGREEMENT
COUNTY OF DALLAS §
This Tax Abatement Agreement (the "Agreement") is entered into by and among 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 Quill Corporation ("Quill
"), a Delaware Corporation, and Coppell Mill Limited Partnership (CP), a Delaware limited
partnership, acting by and through their respective officers or agents
WITNESSETH:
WHEREAS, the City Council of the City of Coppell, Texas, (the "City"), passed an
Ordinance (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 10 (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 'q?ax Code"); and
WHEREAS, the City has adopted guidelines for tax abatement (the 'q~ax 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
WHEREAS, the City has adopted a resolution stating that it elects to be eligible to
participate in tax abatement; and
WHEREAS, 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
WHEREAS, the Quill establishment 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
962 b 01876
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 Quill and CP
(collectively referred to as the Owners), the proposed owners of property within the Tax
Abatement Reinvestment Zone No. 10 for the abatement of taxes pursuant to Chapter 312
of the Texas 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. CP 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 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 Council of the
City authorizing the execution of this Agreement.
Tax Abatement Agreement - Page 2 nGG0a~?n
962 k 01877
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 Quill and CP 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). 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, Quill and CP 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 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 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 (1996).
E. The First Year of the Tax Abatement Agreement shall be 1997, unless
otherwise agreed to by the parties.
Tax Abatement Agreement - Page
962 k 01878
F. Certified Appraised Value means the appraised value of the Premises owned
by Quill as certified by the Dallas Central Appraisal District as of January 1 of each
year in which the tax abatement is granted.
IMPROVEMENTS
10. CP owns the Premises described in Exhibit "A" and agrees to construct the
Quill Southwest Regional Distribution Center on the Premises consisting of 132,000 square
feet of warehousing, 14,000 square feet of office and 1,000 square feet of warehouse office.
The cost of the land and Improvements 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 "B" 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, Quill and CP are
entitled to an abatement of ad valorem taxation on real property and/or personal property
of up to seventy-five percent (75%), conditioned upon the Owners, their 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, the Owners will diligently and faithfully, in good and workmanlike manner,
pursue the completion of the contemplated improvements on or before December 31, 1996,
as good and valuable consideration for this Agreement, and that ail construction of the
Improvements will be in accordance with all applicable state and local laws, codes, and
regulations, (or valid waiver thereof); provided, that the Owners shall have such additional
time to complete and maintain the Improvements as may be required in the event of "Force
Majeure," if the Owners are diligently and faithfully pursuing completion of the
Improvements. For this purpose, "Force Majeure" shall mean any contingency or cause
beyond the reasonable control of the Owners 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 Quill), fires, explosions
or floods, strikes, slowdowns or work stoppages.
13. The Owners agree 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 the Owners, and in accordance with the Owners' visitor access and
Tax Abatement Agreement - Page 4
01879
security policies, in order to insure that the construction of the Improvemems are in
accordance with this Agreemem and all applicable state and local laws and regulations (or
valid waiver thereof).
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 ail purposes.
16. The Owners agree 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, the Owners shall certify in writing to
the City the construction cost of the Improvements. The Owners 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 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
19. In the event the Quill or CP (hereinafter referred to as Defaulting Party) fail
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
(provided such party 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 the
Defaulting Party, 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, the Defaulting Party 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
Texas 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 such Defaulting Party, 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 sixty (60) days.
Tax Abatement Agreement - Page 5 AGGOS~?A
962h 01880
20. Upon breach by Quill or CP of any obligations under this Agreement, the City
shall notify the Defaulting Party in writing, who shall have sixty (60) days from 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 such Defaulting Party has diligently pursued such
remedies as shall be reasonably necessary to cure such default, then the period in which the
violation must be cured shall be automatically extended for an additional sixty (60) days.
21. If a Defaulting Party 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 such
party.
22. Upon termination of this Agreement pursuant to Paragraph 20 above, 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. 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 the terminated party, 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
sixty (60) day payment period.
ANNUAL APPLICATION FOR TAX EXEMPTION
23. It shall be the responsibility of the Owners, 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
assigns. This Agreement may be assigned with the consent of the City.
Tax Abatement Agreement - Page 6
962t [ 01881
NOTICE
25. AIl 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:
ff intended for Quill, to:
Quill Corporation
Attention: Arnold Miller, Treasurer
100 Schelter Road
Lincolnshire, Illinois 60069-3621
If intended to CP, to:
Coppell Mill Limited Partnership
Attention: Orchid Farales
100 Schelter Road
Lincolnshire, Illinois 60069-3621
If intended 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 authorizing
the Mayor to execute this 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.
Tax Abatement Agreement - Page 7 AGa0aS?A
01882
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.
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.
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 Quill and CP who
acquire any right, 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.
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962q[ 01883
EXECUTED in duplicate originals this the tQ.~ day of , 1996.
CITY OF COPPELL, TEXAS QUILL CORPO ~RATION
TOM MORTON, MAYOR Arnold Miller, Treasurer
COPPELL MILL LIMITED
PARTNERSHIP
APPROVED AS TO FORM:
-G. SMI'IM, CITY
ATTORNEY
(PGS/jd 05-0%96)
Tax Abatement Agreement - Page 9 AGGOS~?A
962qq 0188k
MAYOR'S ACKNOWLEDGEMENT
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 Tom Morton, 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 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 ~ ~/ day of
N~ota~y l~ublic, Statl-of'Texas
My Commission Expires:
Tax Abatement Agreement - Page 10 AfiGOS~'A
962q[ 01885
CORPORATE ACKNOWLEDGMENT
STATE OF ILLINOIS §
COUNTY OF LAKE §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Illinois, on this day personally appeared Arnold Miller, Treasurer of Quill Corporation, a
Delaware 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
Quill Corporation, that he was duly authorized to perform the same for Quill Corporation,
and that he executed the same as the act of said corporation for the purpose and
consideration therein expressed and in the capacity therei~st-a~ed. ·
d ~NOL~D ' Li~ER, Treasurer
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the /,3 day of
My Commission Expires:
OFFICIAL SEAL
SUSAN KLISTER
NOTARY PUBLIC, $'rATE OF ILLINOIS
MY COMMISSION EXPIRES
JULY 29, 1997
Tax Abatement Agreement - Page 11
952q[ 01886
PARTNERSHIP ACKNOWLEDGEMENT
STATE OF II ,I~INO1S
COUNTY OF LAKE
BEFORE ME, the undersigned authority a Notary Public in and for the State of
Illinois, on this day personally appeared Avrum ~4il ler , being th.e. PresidenOf Benida
Texas Corp, Gen ?tv of, Coppell Mill Limi-~ ~ belaware h~tne~
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 Coppell Mill
Limited Partnership, a Delaware 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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the /¢ ~ day of
/~A. cr ,19 ?(o ·
Nota¥ Public, St~s
My Commission Expires:
.,'/, ot
~ ORCHID FARALES ]
~ NOTARY POBLIC, S~ATE OF ILLINOIS {
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01887