RE 2004-12-14.2 3301.229
04t04/05 '
RESOLUTION NO. ~.O0'tJ~ ~'/~//~. ~-
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 TEXAS DUGAN 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 between the City of Coppell, Texas and Texas Dugan Limited Partnership, 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:
SECTION 1. The 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.
SECTION 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.
SECTION 3. The tax abatement to be granted by the Agreement will not include
inventory, and supplies.
SECTION 4. The improvements proposed for the Premises will accomplish the tax
abatement guidelines of the City of Coppell, Texas.
68539
0 6 5 tii 5 1 31
SECTION 5. The City Manager delivered to the presiding officer of the governing body of
each taxing unit in which the property subject to the Agreement is located, a 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 Agreement approved by this Resolution.
SECTION 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.
SECTION 7. This Resolution shall become effective immediately from and after its
passage.
DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas,
on this the J~day of~ 2004.
ATTEST:
(PGS/tc 12/06/04)
2 68539
:. 5132
STATE OF TEXAS §
COUNTY OF DALLAS §
'FAX ABATEMENT AGREEMENT
This Tax Abatement Agrccmcnt (the "Agreement") is entered into by and between the City
of Coppell, Texas (the "City"), and Texas Dugan Limited Partnership ("Owner"), acting by and
through their authorized representatives.
WITNESSETH:
WHEREAS, the City Council of the City of Coppell, Texas, (the "City"), passed an
Ordinance (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 44 (the "Zone"),
for commercial/industhal tax abatement, as attthorized 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, Owner owns the real property described in Exhibit "A" attached hereto
("Land") and intends to construct two (2) office/warehouse buildings (hereinafter collectively
defined as the 'Improvements") on the Land; and
WHEREAS, Owner's development efforts described herein will create permanent new jobs
in the City; and
WHEREAS, the City Council finds that the contemplated use of the Promises (hereinafter
defined), the contemplated Improvements thereto in the amount set forth in this Agreement, and the
other terms hereof am consistent with encouraging development of the Zone in accordance with the
proposes fol- 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 Premises to be included in the Zone and to the City after
expiration of this Agreement; and
Texas Dugan Limited Partnership Tax Abatement Aereement -Page I
69722
z ] 065 ., 5133
WHEREAS, a copy of this Agreement has been furnished, in the manner proscribed by the
Tax Code, to thc 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 the Owner 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:
DEFINITIONS
Wherever used in this Agreement, the following terms shall have the meanings ascribed
to them:
A. "Base Year Taxable Value" shall mean the Taxable Value for the Land for the
year in which the Tax Abatement Agreement is executed (2004).
B. "Building A" shall mean an office/warehouse building containing at least 140,000
square feet of space (and other ancillary facilities such as reasonably required parking and
landscaping more fully described in the submittals filed by Owner with the City from time to
time in order to obtain a building permit).
C. "Building B" shall mean an office/warehouse building containing at least 70,000
square feet of space (and other ancillary facilities such as reasonably required parking and
landscaping more fully described in the submittals filed by Owner with the City from time to
time in order to obtain a building permit).
D. "Completion of Construction" shall mean: (,~) substantial completion of the
Improvements; and (ii) a final certificate of occupancy has been issued for last of the buildings
comprising the Improvements.
E. "Effective Date" shall mean the last date of execution of this Agreement.
F. "Event of Bankruptcy or Insolvency" shall mean the dissolution or termination of
a party's cxistencc as a going business, insolvency, appointment of receiver for any part of a
party's property and such appointment is not terminated within ninety (90) days after such
appointment is initially made, any general assignment for the benefit of creditors, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against such
party, and such proceeding is not dismissed within ninety (90) days after the filing thereof.
Texas Dmzan Limited Parmership Tax Abatement Agreement -Page 2
69722
00s065 1 3h
G. "First Year o1' Abatement" shall mean January I of the calendar year immediately
f~llowing the date of issuance of the first final certificate of occupancy for the Improvements.
H. "Force Majeure" shall mean any contingcncy or cause beyond the reasonable
control ol a pm'ty 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 such party), tires, explosions or floods, strikes, slowdowns or
work stoppages.
I. "Improvements" shall collectively mean Building A and Building B.
J. "Land" means the real property described in Exhibit A attached hereto and
incorporated heroin for all purposes.
K. "Premises" shall collectively mean the Land and Improvements.
L. "Taxable Value" means the appraised value as certified by the Appraisal District
as of January I of a given year.
GENERAL PROVISIONS
2. Owner, is the owner of, the Land, which Land is located within the city limits of the
City and within the Zone. Owner intends to construct the hnprovements on the Land.
3. The Premises are not in an improvement project financed by tax increment bonds.
4. This Agreement is entered into subject to the rights of the holders of outstanding
bonds of the City.
5. The Promises 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
6. This Agreement is authorized by the Tax Code and in accordance with the City Tax
Abatement Guidelines, and approved by resolution of the City Council.
7. Subject to the terms and conditions of this Agreement, and provided the combined
Taxable Value for the Improvements, excluding the Land, is at least Five Million Five Hundred
Thousand Dollars ($5,500,000) as of January i of the First Year of Abatement and as of January 1
of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement
of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5)
consccutive years. The actual percentage of Taxable Value of the Improvements subject to
abatement for each year this Agreement is in effect will apply only to the portion of the Taxable
Value o1' the Improvements that exceeds the Base Year Taxable Value.
Texas Durum Limited Partnership Tax Abatement Agreement -Page 3
69722
ao',;065 .5135
8. The period of tax abatement herein authorized shall be for a period of five (5)
consecutive years.
9. During the period of tax abatement herein authorized, Owner shall be subject to all
taxation not abated, including but not limited to, sales tax and ad valorem taxation on land,
inventory and supplies.
IMPROVEMENTS
10. Owner owns, the Land and intends to construct or cause to be constructed thereon
the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements
on the Land but said action is a condition precedent to Owner's or any subsequent owners' tax
abatement pursuant to this Agreement.
CONSTRUCTION OF IMPROVEMENTS
11. As a condition precedent to the initiation of Owner's tax abatement pursuant to this
Agreement, Owner agrees, subject to events of Force Majeure, to cause Completion of Construction
of the Improvements to occur within nine (9) calendar months following the Effective Date, as good
and valuable consideration for this Agreement, and that alt construction of the Improvements will be
in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver
thereof).
12. Owner agrees to maintain the Improvements during the term of this Agreement in
accordance with all applicable state and local laws, codes, and regulations. Owner agrees that the
Improvements shall be used only as office/warehouse buildings for a period of five (5) years
commencing on the date the final certificate of occupancy is issued for the Improvements.
13. 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
Owner, and in accordance with Owner'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).
GENERAL REQUIREMENTS
14. Construction plans for the Improvements constructed on the Land will be filed with
the City, which shall be deemed to be incorporated by reference herein and made a part hereof for
all purposes.
15. Owner shall before May I of each calendar year that the Agreement is in effect,
certify in writing to the City that it is in compliance with each term of the Agreement.
16. The Land 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)
Texas Du~oan Limited Partnership Tax Abatement Am'eement -Page 4
ZoO ,O 65 . 5136
69722
that, during the period taxes arc abated hereunder, is consistent with the general purposes of
encouraging development or redevelopment within the Zone.
DEFAULT: RECAi~FURE OF TAX REVENUE
17. In the event Owner: (i) Jails to cause Completion of Construction of the
Improvements in accordance with this Agreement or in accordance with applicable State or local
laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided
Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an "Event
of Bankruptcy or Insolvency"; or (iv) breaches any of the terms and conditions of this Agreement,
then Owner after the expiration of the notice and cure periods described below, shall be in default of
this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty
(30) days after demand, pay to the City all taxes which otherwise would have been paid by the
Owner to the City without benefit of a tax abatement for the Improvements, 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 temfination
would be speculative and difficult to determine. The parties further agree that any abated tax,
including interest as a result of this Agreement, shall be recoverable against the Owner, its
successors and assigns and shall constitute a tax lien against the Premises, and shall become due,
owing and shall be paid to the City within thirty (30) days after termination.
18. Upon breach by Owner of any obligations under this Agreement, the City shall
notify the Owner in writing, who shall have thirty (30) days from receipt of the notice in which to
cure any such default. If the default cannot reasonably be cured within a thirty (30) day period, and
the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such
default, then the City may extend the period in which the default must be cured.
19. If the Owner fails to cure the default within the time provided as specified above 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 the Owner.
20. Upon termination of this Agreement by City, all tax 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 abated tax 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 the abated tax for the purposes of the Agreement shall be based upon
the full Taxable Value of the Improvements, without tax abatement for the years in which tax
abatement hereunder was received by the Owner, as determined by the Appraisal District,
multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector.
The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence
to accrue after expiration of the sixty (60) day payment period.
ANNUAl. APPLICATION FOR TAX EXEMPTION
Texas Dugan Limited Partnership Tax Abatement Agreement Page 5
,5137
69722
21. It shall tic thc responsibility of the Owner pursuant to the Tax Code, to file an annual
exemption applicalion I'orm with the Chief Appraiser for each Appraisal District in which the
eligible taxable propct~y has situs. A copy of the exemption application shall be submitted to the
City upon requesi.
NOTICE
22. Ail notices required by this Agreement shall be addressed to the following, or other
such other pretty or address as either party designates in writing, by certified mail, postage prepaid,
or by hand or overnight delivery:
If intended for Owner, to:
Arm: Jeff Turner
Texas Dugan Limited Partnership
5495 Beltlinc Road
Coppell, Texas 75254
With copy to:
Attn: Corporate Counsel (Texas Market)
Duke Realty Corporation
3950 Shackleford Road
Suite 300
Duluth, Georgia 30096
If intended for City, to:
Attn: City Manager
City of Coppell, Texas
P. O. Box 478
Coppell, Texas 75019
Peter G. Smith
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
1800 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
CITY COUNCIL AUTHORIZATION
23. This Agreement was authorized by resolution of the City Council approved by its
Council meeting anthorizing the Mayor to execute this Agreement on behalf of the City.
Texas Dtman Limited Partnership 'Fax Abatement Agreement -Page 6
065 5138
69722
SEVERABILITY
24. In thc event any section, subsection, paragraph, sentence, phrase or word heroin 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
25. 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
26. 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
27. 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
28. A certified copy of this Agreement shall be recorded by the City, at no cost to
Owner, in the Deed Records of Dallas County, Texas.
INCORPORATION OF RECITALS
29. The determinations recited and declared in the preambles to this Agreement are
hereby incorporated herein as part of this Agreement.
EXHIBITS
30. All exhibits to this Agreement are incorporated herein by reference for all purposes
wherever reference is made to the same.
CHAMBER OF COMMERCE
31. During the term of this Agreement, Owner agrees to maintain continuous
corporate mcmbership in the Coppell Chamber of Commerce.
Texas Dugan Limited Partnership Tax Abatement Agreement -Page 7
2oDsO 65 5139
69722
ASSIGNMENT
32. 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 permitted
assigns. This Agreement may not be assigned without the prior written consent of the City
Manager. In the event Owner sells, one of the Building A or Building B but not both the Owner
shall continue to receive the tax abatement provided herein for the building that the Owner has
retained ownership thereof. The Owner may, with thc prior written consent of the City Manager,
assign this Agreement in connection with the sale of Building A or Building B to the successor
owr~er thereof. Such permitted assignee as the successor owner of such building will thereafter
bc entitled to receive the benefit of the remaining ta× abatement, if any, under this Agreement
with respect to such building.
EXECUTED in duplicate originals this the ~ay of 1~__~2., 2004.
CITY ~~
M^YOR
Peter"'~C,%-mithTC~/^ttorne'~
1697:2 ~ m4/04)
ATTEST:
Texas Dugan Limited Partnership Tax Abatement Agreement -Pagc 8
65
69722
EXECUTED in duplicate originals this the day of
.,2004.
TEXAS DUGAN LIMITED PARTNERSHIP, a
Delaware limited partnership
By:
DUGAN GENERAL PARTNER LLC, a
Delaware limited liability company, its
general partner
By:
DUGAN TEXAS LLC, a Delaware
limited liability company, its sole member
By:
DUKE REALTY LIMITED
PARTNERSHIP, an Indiana limited
partnership, its Manager
By:
DUKE REALTY CORPORATION, an
Indiana corporation, its general partner
By:
~J~e r/ey D. Turner
~ior Vice President
Texas Dugan Limited Partnership Tax Abatement Agreement -Page 9
~°osO6 5 ~.;5 I ~ I
69722
CITY'S ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF DALI,AS §
This instrumcnt ~as acknowledged before me on the ]~ay
2004, by Douglas N. Stover. Mayor of the City of Coppell, Texas, a Texas municipality, on
behalf of said municipality.
My Commission Expires:
t ~k~;/ State of Te~s
OWNER'S ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this
day personally appeared Jeffrey D. Turner, Senior Vice President of Duke Realty Corporation,
an Indiana corporation, known to me as 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 Texas Dugan
Limited Partnership, and that he executed the same as the act of such corporation in its capacity
as general partner of Dukc Realty Limited Partnership, acting in its capacity as Manager of
Dugan Texas LLC, as sole member of Dugan Texas General Partner LLC, in its capacity as
general partner of Texas Dugan Limited Partnership, for the purposes and consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this, the -,:~c~ day of~w~,~.~.2004.
Notary ~blic, State of ~,x,~
My Commission Expires:
Texas Du~oan Limited Pm merslaii2. I'ax Abatement Agreement -Page 10
zo sO65 051
69722
WHEREAS TEXAS DUGAN LIMITED PARTNERSHIP is the owner of a 14.130 acre
parcel of land situated in the John Vest Survey, Abstract No. 1508, Dallas County,
Texas, and being part of Lot 2, Block A of Duke-Freeport Addition, as recorded in
Volume 2001065, Page 37 of the Plat Records of Dallas County, Texas, said 14.130
acres tract being more particularly described as follows:
BEGINNING, at a 1/2-inch iron rod with 'Pacheco Koch' cap set at the intersection of
the west line of Freeport Parkway (110 foot wide right-of-way) and the south line of
Creekview Drive (variable width right-of-way), and being the beginning of a non-tangent
curve to the right;
Thence, along the west line of said Freeport Parkway and said non-tangent curve to the
right through a central angle of 40 degrees, 26 minutes, 51 seconds, a radius of
1411.12, a chord bearing and distance of South 38 degrees, 31 minutes, 35 seconds
East, 975.61 feet, an arc length of 996.17 feet to a '+" cut in concrete found for comer;,
said point also being the north corner of Lot 5, Block I of Duke-Freeport Addition, as
recorded in Volume 2002125, Page 70 of the Plat Records of Dallas County, Texas;
THENCE, along a north line of said Lot 5 the following three (3) calls: ~"
South 31 degrees, 15 minutes, 00 seconds West a distance of 122.16 feet to a
"+" cut in concrete found for corner;
South 66 degrees, 51 minut~s~ 54 seconds West, a distance of 50.23 feet to a
"+" cut in concrete
North 89 degrees, 29'mit~tee; 45 seconds West, a distance of 110.40 feet to a
1/2-inch iron rod ¢~h "PaChecOrKOCh" cap found for corner at the northwest
corner of said Duke-Freeport addition (Vol. 2002125, Pg. 70);
THENCE, South 00 degrees, 30 minutes, 15 seconds West, along the west line of said
Duke-Freeport Addition (Vol. 2002125, Pg. 70) a distance of 828.73 feet to a 1/2-inch
iron rod with "Pacheco Koch" cap found for comer at the southwest corner of said Duke-
Freeport addition (Vol. 2002125, Pg. 70) and being on the north line of a drainage
easement recorded in said Volume 2001065, Page 37;
THENCE, North 89 degrees, 29 minutes, 45 seconds West, a distance of 419.41 feet
acros~ said Lot.2 of said Duke-Freeport Addition (Vol. 2001065, Pg 37) and along said
drainage easement to a 1/2-inch iron rod with 'Pacheco Koch" cap set for comer on:the
west line of said Duke-Freeport addition (Vol. 2001065, Pg 37);
THENCE, North 00 degrees, 32 minutes, 27 seconds East, departing said drainage
easement and along the west line of said Duke-Freeport addition (Vol. 2001065, Pg 37)
a distance of 1711.39 feet to a 1/2-inch iron rod with "Pacheco Koch" cap set for corner
on the south line of said Creekview Drive;
THENCE, North 89 degrees, 38 minutes, 12 seconds East, along the south line of said
Creekview Drive a distance of 22.83 feet to the POINT OF BEGINNING.
CONTAINING: 615,532 square feet or 14.130 acres of land, more or less.
PARKWAY BI,.V~
P 0 BOX 476 ,,