RE 2005-07-12.2 34-72797
5380¢?6 $35,00 Deed
R SOLUTION NO.
A RESOLUTION OF THE C[~ O~ COPPELL~ TE~S~ ~PRO~ING THE
TE~S ~D CONDITIONS OF A T~ ~ATEMENT AG~EMENT BY ~D
BETWEEN THE CITY OF COPPELL, TE~S ~D BCE SPECI~TIES, INC. ~D BBJ
& E LTD.; AUTHO~ZING ITS E~CUTION BY THE ~YOR; ~D PROVIDING AN
EF~CTIVE DATE.
~E~AS, the Ci~ Co~cil h~ been presented a proposed T~ Abatemem A~eemem by
~d be~een the City of Coppell, Tex~ ~d BCE Speci~fies, ~c. ~d BBJ & E Ltd., a copy of
which is a~ached hereto ~d inco~orated herein by reference; ~d
WHE~AS, upon hll review ~d consideration of ~e A~eement, ~d all ma~s related
· ereto, ~e City Co~cil is of the opi~on ~d finds that the te~s ~d conditions thereof shoed be
approved, ~d ~at the Mayor should be authorized to execute ~e A~eement on behalf of ~e City
of Coppell, Texas;
NOW, THE~FO~, BE IT ~SOLVED BY THE CITY COUNCIL OF THE CI~
OF COPPELL, TE~S, THAT:
SECTION 1. ~e A~eement a~ached hereto having been reviewed by the CiW Council of
· e City of Coppell, Text, ~d fo~d to be acceptable ~d in the best interest of ~e CRy ~d its
citizens, be, ~d the sine is hereby, in all t~ngs approved, ~d ~e Mayor is hereby au~ofized to
execute the A~eement on behalf of ~e City of Coppell, Text.
SECTION 2. ~e CiW Co~cil finds ~at the improvements proposed to be built upon the
Promises described in ~e A~eement will e~ce ~e economic vitali~ of ~e co~iW ~ou~
a combination of new capit~ inves~ent, incre~ed sales t~ rev~ues, ~d ~e creation of additional
job oppo~uffities.
SECTION 3. The t~ abatement to be ~ted by ~e A~eement will not include
inventor, ~d supplies.
SECTION 4. The improvements proposed for the Premises will accomplish the t~
abatement guidelines of the City of Coppell, Texas.
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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/~lay
CITY A'TTOI~.N~¥ ,~/
(PGS/si 06/20/05) ~
,2005.
~DOUGL~.S N. S~I~ER'~, MSAYoR
ATTEST:
L,~Y: SECRETARY
07080
2 74555
STATE OF TEXAS §
COUNTY OF DALLAS §
TAX ABATEMENT AGREEMENT
This Tax Abatement Agreement (the "Agreement") is entered into by and among the City of
Coppell, Texas (the "City"), BCE Specialties, Inc. ("BCE") and BBJ & E Ltd. a Texas limited
parmership ("BBJ"), 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. 46 (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, BBJ owns the real property described in Exhibit "A" ("Land") and intends to
construct an office/warehouse building, containing at least 56,700 square feet, (hereinafter defined
as the "Improvements") on the Land; and
WHEREAS, BCE intends to locate Tangible Personal Property (hereinafter defined) on the
Premises (hereinafter defined);
WHEREAS, development efforts of BCE and BBJ described herein will create permanent
new jobs in the City; and
WHEREAS, the City Council finds that the contemplated use of the Premises, the
contemplated Improvements thereto 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
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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
WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the
Tax Code, to the presiding officers &the governing bodies of each of the taxing units in which the
Premises is located; and
V~rHEREAS, the City desires to enter into an agreement with BCE and BBJ 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:
Article I
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed
to them:
"Base Year Taxable Value" shall mean the Taxable Value for the Land for the year in
which the Tax Abatement Agreement is executed (2005).
"Commencement of Construction" shall mean that (i) the construction plans for the
Improvements have been prepared and all approvals thereof required by applicable governmental
authorities have been obtained; (ii) all necessary permits for construction of the Improvements
pursuant to the respective plans therefore having been issued by all applicable governmental
authorities; and (iii) preparation of the Land or grading has commenced.
"Completion of Construction" shall mean: (i) substantial completion of the of the
Improvements; and (ii) the first final certificate of occupancy has been issued for the
Improvements.
"Effective Date" shall mean the last date of execution of this Agreement.
"Event of Bankruptcy or Insolvency" shall mean the dissolution or termination of a
party's existence 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.
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"Expiration Date" shall mean February 1 of the calendar year following the 5th
anniversary date of the First Year of Abatement.
"First Year of Abatement" shall mean January 1 of the calendar year immediately
following the date of issuance of the first final certificate of occupancy for the Improvements.
"Force Majeure" shall mean any contingency or cause beyond the reasonable control of a
party 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), fires, explosions or floods, strikes, slowdowns or work
stoppages.
"Improvements" shall mean an office/warehouse building containing at least 56,700
square feet of space (and other ancillary facilities such as reasonably required parking and
landscaping more fully described in the submittals filed by BBJ with the City from time to time
in order to obtain a building permit).
"Land" means the real property described in Exhibit A.
"Premises" shall collectively mean the Land and Improvements, following construction
thereof.
"Tangible Personal Property" shall mean tangible personal property, equipment and
fixtures, other than inventory or supplies, owned or leased by BCE that is added to the Premises
subsequent to the execution of this Agreement.
"Taxable Value" means the appraised value as certified by the Appraisal District as of
January 1 of a given year.
Article II
Term
The term of this Agreement shall begin on the Effective Date and shall continue until the
Expiration Date, unless sooner terminated as provided herein.
Article III
General Provisions
3.1 [IBJ is the owner of, or is under contract, to acquire the Land, which Land is located
within the city limits of the City and within the Zone, and intends to construct the Improvements on
the Land. BCE intends to locate Tangible Personal Property on the Premises.
3.2 The Premises are not in an improvement project financed by tax increment bonds.
3.3 This Agreement is entered into subject to the rights of the holders of outstanding
bonds of the City.
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3.4 The Premises is not owned or leased by any member of the Coppell City Council or
any member of the Coppell Planning and Zoning Commission.
Article IV
Tax Abatement Authorized
4.1 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.
4.2 Subject to the terms and conditions of this Agreement, and provided the Taxable
Value of the Improvements, excluding the Land, is at least $1.5 Million, as of the First Year of
Abatement and as of January 1 of each year thereafter for a total period of five (5) consecutive
calendar years, the City hereby grants BBJ an abatement of fifty percent (50%) of the Taxable
Value of the Improvements and grants BCE an abatement of fifty percent (50%) of the Taxable
Value of the Tangible Personal Property for a period of five (5) consecutive years, beginning with
the First Year of Abatement. The actual pementage of Taxable Value of the Improvements, subject
to abatement will apply only to the portion of the Taxable Value of the Improvements that exceeds
the Base Year Taxable Value. The actual percentage of the Taxable Value of the Tangible Personal
Property subject to abatement will apply only to tangible personal property added to the Premises
after this Agreement is executed.
4.3 The period of tax abatement for the Improvements shall be for a period of five (5)
consecutive years.
4.4 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.
Article V
Improvements
BBJ owns the Land, and agrees to construct an office/warehouse building containing at least
56,700 square feet of space (and other ancillary facilities such as reasonably required parking and
landscaping mom fully described in the submittals filed by BBJ with the City from tune to time in
order to obtain a building permit) ("Improvements"). Nothing in this Agreement shall obligate BBJ
to construct the Improvements on the Land and/or for BCE to locate Tangible Personal Property at
the Improvements but said actions are conditions precedent to tax abatement pursuant to this
Agreement.
Article VI
Construction of the Improvements
6.1 As a condition precedent to the initiation tax abatement pursuant to this Agreement,
BBJ agrees, subject to events of Fome Majeure, to cause Commencement of Construction of the
Improvements to occur within six (6) calendar months after the Effective Date, and to cause
Completion of Construction of the Improvements to occur within twelve (12) calendar months
thereafter, as good and valuable consideration for this Agreement, and that all construction of the
BCE Specialties & BBJ & E/Tax Abatement Agreement ~age 4
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Improvements will be in accordance with all applicable state and local laws, codes, and regulations,
(or valid waiver thereof).
6.2 BBJ and BCE each agree to maintain the Improvements during the term of this
Agreement in accordance with all applicable state and local laws, codes, and regulations. BBJ and
BCE each agree that the Improvements shall be used only as office/warehouse buildings for a
period of five (5) years commencing on the date the first final certificate of occupancy is issued
for the Improvements.
6.3 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 BBJ and BCE'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).
Article VII
General Requirements
7.1 Construction plans for the Improvements to be filed with the City, shall be deemed
to be incorporated by reference herein and made a part hereof for all purposes.
7.2 BBJ and BCE shall each before May 1, of each calendar year that the Agreement is
in effect, certify in writing to the City that such party is in compliance with each term of the
Agreement.
7.3 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)
that, during the period taxes are abated hereunder, is consistent with the general purposes of
encouraging development or redevelopment within the Zone.
Article VIII
Default: Recapture of Abated Tax
8.1 In the event: (i) BBJ fails to cause Commencement of Construction and/or
Completion of Construction of the Improvements in accordance with this Agreement or in
accordance with applicable State or local laws, codes or regulations; (ii) BBJ and/or BCE has
delinquent ad valorem or sales taxes owed to the City (provided such party retains the right to
timely and properly protest such taxes or assessment); (iii) BBJ and/or BCE has an "Event of
Bankruptcy or Insolvency"; or (iv) BBJ and/or BCE breaches any of the terms and conditions of
this Agreement, then such party 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, BBJ and
BCE shall, within thirty (30) days after demand, pay to the City all taxes which other~vise would
have been paid to the City without benefit of a tax abatement for the Improvements and Tangible
Personal Property, 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
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parties further agree that any abated tax, including interest as a result of this Agreement, shall be
recoverable against BBJ and BCE, 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.
8.2 Upon breach by BBJ and/or BCE of any obligations under this Agreement, the City
shall notify the BBS and BCE 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 BBJ and/or BCE 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.
8.3 If the BBJ and/or BCE 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 right to
terminate this Agreement, by written notice to the BBJ and BCE.
8.4 Upon termination of this Agreement by City, all tax abated with respect to the
Improvements and the Tangible Personal Property, 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 thirty (30)
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 and Tangible Personal Property, without tax abatement for the years in which tax
abatement hereunder was received by the BBJ and BCE, 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 thirty (30) day payment period.
Article IX
Miscellaneous
9.1 Annual Application For Tax Exemption. It shall be the responsibility of the BBJ
and BCE pursuant to the Tax Code, to each file an annual exemption application form with the
Chief Appraiser for the Appraisal District in which the eligible taxable property has situs. A copy
of the exemption application shall be submitted to the City upon request.
9.2 Notice. 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 or overnight delivery:
If intended for BCE, to:
BCE Specialties, Inc.
Atto: Beth Cunningham
P.O. Box 1566
Grapevine, Texas 76099
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If intended for BBJ & E Ltd., to:
BBJ & E Ltd.
Attn: Beth Cunningham
P.O. Box 1566
Grapevine, Texas 76099
If intended for City, to:
Atto: City Manager
City of Coppell, Texas
P. O. Box 478
Coppell, Texas 75019
With copy to:
Peter G. Smith
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
1800 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
9.3 City Council Authorization. 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.
9.4 Sevembility. 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.
9.5 Applicable Law. 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.
9.6 Counterparts. 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.
9.7 Entire Agreement. 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.
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9.8 Incorporation of Recitals. The determinations recited and declared in the
preambles to this Agreement are hereby incorporated herein as part of this Agreement.
9.9 Exhibits. All exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
9.10 Chamber of Commerce. During the term of this Agreement, Owner agrees to
maintain continuous corporate membership in the Coppell Chamber of Commerce.
9.11 Assignment. 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 be assigned with the consent of the City Manager.
EXECUTED in duplicate originals this the ~:,~[y of~ 2005.
By:
Douglas N rS{ova, Mayor
Agreed as to Form:
Attest:
EXECUTED in duplicate originals this the ] ~~,
Title:' ~(~.5i t~'l~-
2005.
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Name: Be~ CunniF~ram.-~
Title: ( c~,-4~ ~
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City's Acknowledgment
State of Texas §
County of Dallas §
This instrument was acknowledged before me on the ~ ~t'flay of~_~
2005, by Douglas N. Stover, Mayor of the City of Coppell, Texas, a Tcxas/fn~icip~a~/ty, on
behalf of said municipality.
My Commission Expires:
Notary PubJic
State of Texas
C~m. Expires 06-11-2008
BCE's Acknowledgment
State Of Texas §
County of Dallas §
was acknowledged b~fore me on the ]~ day of/71o~ ,
This
instrument
2005, by Beth Cunningham being the ~{~v -st Oe/1 ~- of B~ -Specialties, Inc. a Texas
corporation, on behalf of said corporation.
.~ary Public, State o~f ')TX
My Commission Expires:
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BBJ & E Ltd.'s Acknowledgment
State Of Texas §
CounW of Dallas §
This instrument was acknowledge~t~before me on the ] ~ day of _~27a~. ,
2005, by Beth Cunningham being the ~c~ L~x~ of BBJ & E Ltd., a Texas hmited
parmership, on behalf of said partnership.
My Commission Expires:
~q~tarfPu-Blie, gtateof 5'F~ \
MBERLY LOOP
[~', -~. · x'~J MY COMMISSION EXPIRES
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EXHIBIT "A'
LEGAL DESCRIPTION OF LAND
BEING a tract of land situated in the Jesse Moore Survey, Abstract No. 968 in the City of
Coppell, Dallas County, Texas, and being all of Lot 2, Four Seasons Addition to the City of
Coppell as recorded in Volume 99241, Page 00196 of the Deed Records of Dallas County, Texas
(DR.D.CT.), same being part of a tract of land described in Deed to Mardevco Credit
Corporation as recorded in Volume 91129, Page 4397, D.R.D.C.T., and being more particularly
described as follows:
BEGINNING at a 1A-inch set iron rod with a yellow plastic cap stamped "HALFF ASSOC INC"
(herein referred to as "with cap") for the Northwest comer of said Lot 2, said comer being at the
intersection of the South fight-of-way line of Sandy Lake Road (variable width right-of-way, 120
feet wide at this point) with the East right-of-way line of Royal Lane (variable width right-of-
way, 130 feet wide at this point);
THENCE East, along said South fight-of-way line, a distance of 300.00 feet to a iA-inch iron rod
with cap for comer;
THENCE North, continuing along said South right-of-way line, a distance of 10.00 feet to a ~A-
inch iron rod with cap for comer;
THENCE East, along said Soutl~right-~f. ~ayJine, a distance of 291.09 feet to a 1A-inch found
iron with cap for comer, said point :being~the~N~rthwest comer of Lot lA, Block A, Amberpoint
Business Park at Coppell, an Additionlo theCity of Coppell as recorded in Volume 2003077,
Page 00080, D.R.D.C.T.;
THENCE South 00 degrees 10 minutes 34 seconds East, departing said South right-of-way line
and along the West line of said Lot lA, a distance of 304.27 feet to a ½-inch found iron rod for
corner, said point being the common comer of Lot 1 and Lot 2 of said Four Seasons Addition;
THENCE South 89 degrees 49 minutes 26 seconds West, departing said West line and along the
common No~th line of said Lot 1 and South line of said Lot 2, a distance of 606.12 feet to a aA-
inch found iron rod on the aforementioned east right-of-way line of Royal Lane (100 feet wide at
this point);
THENCE North 00 degrees 10 minutes 34 seconds West, continuing along said East right-of-
way line, a distance of 66.13 feet to a V2-inch found iron rod with cap for comer;
THENCE East, continuing along said East right-of-way line, a distance of 15.00 feet to a 5/8-
inch found iron rod for comer;
THENCE North 00 degrees 10 minutes 34 seconds West, continuing along said East fight-of-
way line, a distance of 230.00 feet to the POINT OF BEGINNING AND CONTAINING
178.387 square feet or 4.095 acres of land.
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