RE 09-24-96.1 A RESOLUTION OF THE CITY OF COPPELL, TEXAS
RESOLUTION NO. 092496.1
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, HAVERTY FURNITURE COMPANIES, INC. AND SUMITOMO BANK
OF NEW YORK TRUST COMPANY; AUTHORIZING ITS EXECUTION BY THE MAYOR;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by
and among the City of Coppell, Texas, Haverty Furniture Companies, Inc. and Sumitomo Bank of
New York Trust Company, 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 C'~ty Council finds that the improvements proposed to be built upon the Premises
described in the Agreement will enhance the economic vitality of the community
throu~h a combination of new capital investment, increased sales tax revenues, and the
creation ofadditionsljob 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
guldelines of the C'~ty 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
1
962q 01839
written notice that the City of Coppell, 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
afarmafive vote of the majority of the members of the City Council of the City of
Coppell, Texas, at a regularly scheduled meefmg of the City Counc'fl.
7. This Resolution shall become effective immediately from and aRer its passage,
provided that the Tax Abatement Agreement approved hereby shall be effective for tax
year 1997 and following for the term thereof.
DULY RESOL~VE~ I) AND ADOPTED by the City Council of the City of Coppell, Texas, on
this the~ ~7% day of _~_~ ~, ~, ~,~ ,- . 1996.
CITY OF COPPELL, TEXAS
OM MORTON, MAYOR
ATTEST:
KATI41 ~Rk-TN ROACH, CITY SECRETARY
APPROVED AS TO FORM:
~I~TER G.-SMI~ CITY ATTORNEY
(PGS/ttl 9/13/96)
962qq OISqO
?
STATE OF TEXAS §
§ TAX ABATEMENT AGREEMENT
COUNTY 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, Sumitomo Bank of New York Trust Company
("SBNYTC") under that certain Trust Agreement, as amended, dated August 28, 1995 between
Sumitomo Bank Leasing and Finance, Inc,, a Delaware corporation ("SBLF") and SBNYTC ("SB
Trust"), and Haverty Furniture Companies, Inc., a Maryland corporation ("Havertys"), acting by
and through their respective authorized officers.
WITNESSETH:
WHEREAS, the City Council of the City, passed an Ordinance (the "Ordinance")
establishing Tax Abatement Reinvestment Zone No. 12 (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 for tax abatement (the "Tax 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, Haverty'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 (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
962 h 018 1
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 is located; and
WHEREAS, the City desires to enter into an agreement with Havertys, as ground lessee,
and SB Trust as the owner of the Premises within the Tax Abatement Reinvestment Zone No. 12
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. SB Trust is the current owner and Havertys is the ground lessee and is under
contract to purchase 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 SS891
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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 Havertys and SB Trust an
abatement of ad valorem taxation on real and/or personal property with respect to the Premises of
up to seventy-five percent (75%) for a period of five (5) years. The actual percentage of taxes
subject to abatement for each year of this Agreement will apply only to the portion of the taxable
value of the Premises that exceeds that property's taxable value for the year in which this
Agreement is executed (base year/1996). 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, 1998 and continuing until December 31, 2002, unless otherwise amended by the parties
pursuant to the Tax Code.
8. During the period of tax abatement herein authorized, Havertys or SB Trust 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).
Tax Abatement Agreement - Page 3 SS891
962qq 018q3
E. The First Year of the Tax Abatement Agreement shall be 1998, unless otherwise
agreed to by the parties.
F. Certified Appraised ?alue 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.
IMPROVEMENTS
10. Havertys is the ground lessee of the Premises described in Exhibit "A" and agrees
to construct or cause to be constmcted a multi-phase, multi-use development on the Premises
consisting of a 223,000 square foot warehouse and distribution center, a 50,000 square foot retail
clearance center, and the Western Regional Headquarters and office. The cost of the land and
Improvements should exceed $5.5 Million Dollars. The approximate location of such
Improvements 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 Havertys 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,
Havertys and SB Trust are entitled to an abatement of ad valorem taxation on real property and/or
personal property of seventy-five pement (75%) conditioned upon Havertys, its successors or
assigns, diligently constructing the aforesaid improvements.
11. Subject to the terms and conditions of this Agreement, Havertys and SB Trust 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 Havertys, its successors or assigns, diligently
constructing t-he aforesaid improvements..
CONSTRUCTION OF IMPROVEMENTS
12. As a condition precedent to the initiation of tax abatement pursuant to this
Agreement, Havertys will diligently and faithfully, in good and workmanlike manner, pursue the
completion of the contemplated Improvements on or before April 30, 1997, as good and valuable
consideration for this Agreement, and that all construction of the Improvements will be in
accordance with all applicable state and local laws, codes, and regulations, (or valid waiver
thereof); provided, that Havertys shall have such additional time to complete and maintain the
Improvements as may be required in the event of "Force Majeure," if Havertys 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 Havertys 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 Havertys), fires,
explosions or floods, strikes, slowdowns or work stoppages.
Tax Abatement Agreement - Page 4 SS891
962qq OISq
13. Havertys 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
Havertys, and in accordance with Havertys' visitor access and security policies, in order to insure
that the construction of the Improvements are in accordance with this Agreement and all applicable
state and local laws and regulations (or valid waiver thereof).
GENERAL REQUIREMENTS
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. ttavertys 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, Havertys shall certify in writing to the City
the construction cost of the Improvements. Havertys shall aimually 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 Havertys 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 Havertys 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
Havertys, 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, Havertys 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
Tax Abatement Agreement - Page 5 SS891
962q 018 5
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 Havertys, 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.
20. Upon breach by Havertys of any obligations under this Agreement, the City shall
notify Havertys and SB Trust in writing. Havertys 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 Havertys 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 Havertys 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 Havertys and SB Trust.
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 pay back schedule. The computation of tax revenue abated for the purposes of
the Agreement shall be based upon the full taxable value ~vithout tax abatement for the years in
which tax abatement hereunder was received by Havertys and SB Trust with respect to the
Premises, as determined by the Dallas Central Appraisal District, multiplied by the tax rate of the
years in question, as calculated by the City Tax Assessor-Collector. Penalties as provided for
delinquent taxes shall accrue after expiration of the sixty (60) day payment period.
ANNUAL APPLICATION FOR TAX EXEMPTION
23. It shall be the responsibility of Havertys, in its name and on behalf and as agent for
SB Trust, 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 property has sims. A copy
of the exemption application shall be submitted to the City for review.
Tax Abatement Agreement - Page 6 SS891
962 q OIB 6
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
Agreemefit may be assigned with the consent of the City.
NOTICE
25. All notices required by th/s 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 Havertys and/or SB Trust, to:
Haverty Furniture Companies, Inc.
866 West Peachtree Street, N.W.
Atlanta, Georgia 30308-1123
Attn: Real Estate Manager
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 approved by its
Council meeting 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 tmconstitutional, 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.
APPLICABLE LAW
Tax Abatement Agreement - Page 7 SS891
962qq 018 7
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 instnunent.
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 th/s Agreement are hereby declared covenants running with the
Premises and are fully binding on all successors, heirs, and assigns of Havertys who acquire any
right, title, or interest in or to the Premises or any part thereof. Any person who acquires any right,
title, or interest in or to the Premises, or any part hereof, thereby agrees and covenants to abide by
and fully perform the provisions of this Agreement with respect to the fight, title or interest in such
property.
RECORDATION OF AGREEMENT
32. A certified copy of this Agreement shall be recorded in the Deed Records of Dallas
County, Texas.
INCORPORATION OF RECITALS
33. The determinations recited and declared in the preambles to this Agreement are
hereby incorporated herein as part of this Agreement.
EXHIBITS
34. 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 SS891
962[ t, 01
EXECUTED in duplicate originals this the~(~day of ~-_~ef/?, 1996.
CITY OF COPPELL, TEXAS HAVERTY FURNITURE COMPANIES, 1NC.
TOM MORTON, MAYOR
Title: t..).
SUMITOMO BANK OF NEW YORK
TRUST COMPANY, AS TRUSTEE
APPROVED AS TO FORM:
PETER G. SMITI~, CITY ATTORNEY
(PGS/ttl 8-13-96)
Tax Abatement Agreement - Page 9 SS891
962h 018h9
EXHIBIT A
r/r'.llo2 42 .( ..... ~,~;: , C dis ~'~" ' ~ {,23,'0 lOOt
962q~ 01850
962L~L~ 0 !85 I
MAYOR'S ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Tom Morton, Mayor of the City of Coppell, Texas, a municipal
corporation, known to me to be the person and 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 or~-7'kI day of
Notary Public, State of Texas
My Commission Expires:
·
Tax Abatement Agreement - Page 10 SS$91
962Liq 01852
CORPORATE ACKNOWLEDGMENT
STATE OF-T-E-XgrS- &-~o rex) ~ §
COUNTY OF DALLAS - t> ~ ~:~ ~ a §
BEFORE ME, the undersigned authority a Notary Public in and for the State of~e~,,as, on
thisdaypersonallyappeared ,~'~oso~ ~a~tr.?,_v,~,beingthe ~/ I c *- ta/eg a tb~'v r-
of Haverty~ Furniture Companies, Inc., a Maryland 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 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 & day of
Sg?~. ,19 9(,, -
Notary ~)at~lic, State of ~'cxas ~ o ~'j t ~
My Commission Expires:
Tax Abatement Agreement - Page 11 SS891
962 [ 01853
CORPORATE ACKNOWLEDGMENT
STATE OF ~"~ §
COUNTY OF ~
BEFORE ME, the undersigned authority a Notary Public in and for the State of ~
on
this day personally appeared ~.~'-~{~--['~k,-.o ,beingthe U, c~ (Dv~.~;
of Sumitomo Bank of New York Trust Company, as Trustee 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 ~S~ ,day of
t~,~, ,19 ?.& .(7 ~'~~ T~
Notary Public, State .
My Commission Expires: tl/~ ~/o ~ ~
ROSEMARY SULLIVAN
Qualified in Kings County
Commission Exl~res June 30. 1~
Tax Abatement Agreement ~ Page 12 SS891
962 q 0185q