RE 2005-0913.114 pGS
SO ION NO. OCl'l . /
A RESOLUTION OF TH~ CITY OF COPPELL~ TEXAS~ APPROVING THE
TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND
BETWEEN THE CITY OF COPPELL, TEXAS AND LIT INDUSTRIAL TEXAS LIMITED
PARTNERSHIP; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, thc City Council has been presented a proposed Tax Abatement Agreement by
and between thc City of Coppell, Texas and LIT Industrial Texas Limited parmcrship, 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 thc terms and conditions thereof should be
approved, and that the Mayor should be authorized to execute the Agreement on behalf of thc City
of Coppell, Texas;
NOW, TBEREFORE, 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 fmds 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.
74912
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 fxom and aRer its
passage.
DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas,
on this the
of~ 2005. ~
ATTEST:
L~T~ gECRETARY
2
74912
STATE OF TEXAS §
COUNTY OF DALLAS §
TAX ABATEMENT AGREEMENT
This Tax Abatement Agreement (the "Agreement") is entered into by and between the City
of Coppell, Texas (the "City"), and LIT Industrial Texas 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. 45 (the "Zone"),
for commereial/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 thc Coppcll 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 leases, or is under contract to lease, the real property described in
Exhibit "A" ("Land") and pursuant to that ground lease will be the owner of cePtain Improvements
(hereinafter defined) to be constructed thereon; 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 Pramises (hereinafter
defined), 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
WHEREAS, the City Council finds that the Improyements 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
LIT Industrial Limited Partnershio Tax Abatement Agreement -PAGE 1
74024
WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the
Tax 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 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:
Article I
Def'mifions
Wherever used in this Agreement, the following terms shall have the meanings ascribed to
"Base Year Taxable Value" shall mean the Taxable Value for the Land for the year
in which the Tax Abatement Agreement is executed (2005).
"Effective Date" shall mean the last date of execution of this Agreement.
"Commencement of Construction" shall mean 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; and (ii) all necessary permits for
construction of the Improvements pursuant to the respective plans therefore having been
issued by all applicable governmental authorities.
"Completion of Construction" shall mean: (i) substantial completion of the
Improvements; and (ii) a final certificate of occupancy has been issued for the Owner's
occupancy for the Improvements.
"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.
LIT Industrial Limited Parmershio Tax Abatement A~,reement -PAGE 2 74024
"First Year of Abatement" shall mean January l of the calendar year immediately
following the date of issuance of the final certificate of occupancy for the Owner's
occupancy of the Improvements, unless otherwise agreed by the parties.
"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 the contemplated improvements to be constructed on
the Land and as further described herein, and any Owner additions or expansions
constructed on the Land during the term of this Agreement.
"Premises" shall collectively mean the Land and Improvements but excluding
Tangible Personal Property.
"Taxable Value" means the appraised value as certified by the Appraisal District as
of January 1 of a given year.
"Land" means the real property described in Exhibit A attached hereto and
incorporated herein for all purposes.
Article II
General Provisions
2.1 The Owner leases or is under contract, to lease the Land, which I.and is located
within the city limits of the City and owns the Improvements to be constructed thereon.
2.2 The Premises are not in an improvement project financed by tax increment bonds.
2.3 This Agreement is entered into subject to the fights of the holders of outstanding
bonds of the City.
2.4 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.
Article IH
Tax Abatement Authorized
3.1 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.
LIT Industrial Limited Partnershio Tax Abatement Aereement -PAGE 3 74024
3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable
Value for the Improvements, excluding the Land, is at least Ten Million Dollars ($10,000,000) as of
January 1 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) consecutive 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 of the Improvements that
exceeds the Base Year Taxable Value.
3.3 The period of tax abatement for the Improvements herein authorized shall be for a
period of five (5) consecutive years.
3.4 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 on land,
inventory and supplies.
Article IV
Improvements
Owner lease, or is under contract to lease, the Land and pursuant to the ground lease for the
Land owns a office/warehouse building containing approximately 604,800 square feet of space to be
constructed on the Land (and other ancillary facilities such as reasonably required parking and
landscaping more fully described in the submittals filed with the City from time to tIme in order to
obtain a building permit) ("Improvements"). Nothing in this Agreement shall obligate Owner to
lease the Land or to cause the Improvements to be constructed on the Land but said actions are a
condition precedent to Owner's tax abatement pursuant to this Agreement.
Article V
Construction of Improvements
5.1 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 Commencement of
Construction of the Improvements to occur within twelve (12) calendar months after the Effective
Date, and to cause Completion of Construction of the shell portion of the Improvements to occur
within twenty-four (24) calendar months thereafter, 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).
5.2 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 an office/warehouse building for a period of five (5) years
commencing on the date the final certificate of occupancy is issued for Owner's occupancy for
the Improvements.
LIT Industrial Limited Part~ershi~ Tax Abatement Aereement -PAGE 4 74024
5.3 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 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).
Article VI
General Requirements
6.1 Construction plans for the Improvements constructed on the Land to be filed with
the City, shall be deemed to be incorporated by reference herein and made a part hereof for all
purposes.
6.2 Owner shall before May 1, 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.
6.3 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 VII
Default: Recapture of Abated Tax
7.1 In the event Owner: (i) falls 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) 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
wh/ch otherwise would have been paid by the Owner to the City without benefit ora tax abatement
for the Owner's property the subject of this Agreement, with interest at the statutory rate for
delinquent taxes as determined by Section 33.01 of the Tax Code as amended but without penalty.
The parties acknowledge that actual damages in the event of default termination would be
speculative and difficult to determine. The parties further agree that any 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 Owner's property, the subject of this Agreement,
and shall become due, owing and shall be paid to the City within thirty (30) days after termination.
7.2 Upon breach by Owner of any obligations under this Agreement, the City shall
notify the Owner in writing, who shall have thirty (30) days fi.om 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
LIT Industrial Limited Partnershin Tax Abatement A~,reement -PAGE 5 74024
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.
7.3 If the Owner fails to cure the default within the time provided as speeified 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 Owner.
7.4 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 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, 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 rote 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 VIII
Miscellaneous
8.1 Annual Application. It shall be the responsibility of the Owner pursuant to the Tax
Code, to file an annual exemption application form with the Chief Appraiser for each Appraisal
District in which the eligible taxable property has situs. A copy of the exemption application shall
be submitted to the City upon request.
8.2 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 Owner, to:
LIT Industrial Texas Limited Parmership
c/o Lion Industrial Trust
3141 Hood Street, Suite 700
Dallas, Texas 75219
If intended for City, to:
Atln: City Manager
City of Coppell, Texas
P. O. Box 478
. Coppell, Texas 75019
LIT Industrial Limited Parmershiv Tax Abatement Agreement -PAGE 6 74024
With copy to:
Peter G. Smith
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
1800 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
8.3 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.
8.4 Severability. 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.
8.5 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.
8.6 Counterparts. This Agt~ment may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument.
8.7 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.
8.9 Recitals. The determinations recited and declared in the preambles to this
Agreement are hereby incorporated herein as part of this Agreement.
8.10 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all
purposes wherever reference is made to the same.
8.11 Chamber of Conunerce. During the term of this Agreement, Owner agrees to
maintain continuous corporate membership in the Coppell Chamber of Commerce.
8.12 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.
LIT Industrial Limited Partnership Tax Abatement Amceement -PAGE 7 74024
8.13 Conditions Precedent. The tax abatement herein and this Agreement is expressly
subject to and conditioned on:(i) the Land and the Improvements being listed separately in the name
of the owner of each described in a duly executed and recorded memorandum of lease and
instrument of title; and (ii) either the owner of Land or the owner of the Improvements filing with
the chief appraiser before May 1, 2006 a written request for separate taxation; (iii) the Central
Appraisal District approves the request for separate taxation; (iv) the qualification for separate
taxation remains in effect during the term of abatement herein: and (v) the Central Appraisal District
listing the Land in the name of the owner of the Land and listing the Owner as the owner of the
Improvements for separate taxation on the appraisal roll for ad valorem taxation pursuant to Tax
Code, Sections 25.04 and 25.08.
EXECUTED in duplicate Originals the L~ay o~ 2005.
By: ~3t~ ,~v~ ~tzk J~,_?
Dou~as/N. Sto~, IV~ayor
Attest:
~Libi~y Ball~-y Secrctary
Agreed as to Form:
Peter G. Smith, CiVS/Attomey ~
LIT Industrial Limited Parmershio Tax Abatement Agreement -PAGE 8 74024
EXECUTED in duplicate originals the r~ day of~.~05.
LIT Industrial Texas Limited Partnership, a Delaware
limited partnership
By: LIT-FTGP, L.L.C., a Delaware limited liability
company, its general partner
By: LIT Industrial Limited Partnership, a Delaware
limited partnership, its sole member
By:
LIT Holdings GP, LLC, a Delaware
limited liability company, its sole general
partner
By: Lion Industrial Properties, L.P., a
Delaware limited partnership, its sole
member
By: LIT GP Sub, LLC, a Delaware
limited liability company, its
sole general partner
By: Lion Industrial Trust, a
Maryland real estate
investment trust, its sole
member and manager
LIT Industrial Limited Parmershi~ Tax Abatement A~reement -PAGE 9 74024
City's Aeknowledgment
State of Texas §
County of Dallas §
This instrument was acknowledged before me on the/~ ~/°day of~L~
2005, by Douglas N. Stover, Mayor of the City of Coppell, ~exas, a Texa~
behalf of said municipality.
My Commission Expires: ~o~ary Public,(,~,~te
Texas
Owner's Acknowledgment
State of Texas §
County of Dallas §
BEFORE ME, the undersigned authority, on this~ day of ~ 2005,
personally appeared John E. Thomas, in his capacity as Vice President or, Lion Industrial Trust, a
Maryland real estate investment trust, sole member and manager of LIT GP Sub, LLC, a
Delaware limited liability company, sole general partner of Lion Industrial Properties, L.P., a
Delaware limited partnership, sole member of LIT Holdings GOP, LLC, a Delaware limited
liability company, sole general partner of LIT Industrial Limited Partnership, a Delaware limited
partnership, sole member of LIT-FTGP, L.L.C., a Delaware limited liability company, general
partner of LIT Industrial Texas Limited Partnership, a Delaware limited partnership, and upon
oath stated that he has read the foregoing document and has executed same in, for and on behalf
of said real estate trust, limited liability companies and limited partnersh, ilzL _4
NotL-y P.b~'c In- and for Dallas_.,/
My Co~ission E~pires: f.~O/~' Co.nty, Sta~e of Texas
~ ,...-,o~^ ~ ~....~'~%
~-:'... ~ °.:i '''~
LIT Indus~al Limited Parmershio Tax Abatement Agreement -PAGE I~' 74024
LEGAL DESCRIPTION (Sandy Lake 31.57 acres)
BEING a tract of land situated in the John E. Holland Survey, Abstract Number 614,
Dallas County, Texas, and being a part of that tract of land described in deed to Ferguson
Realty Company as recorded in Volume 79085, Page 2171, Deed Records of Dallas
County, Texas (D.R.D.C.T.), and being more particularly described as follows:
BEGINNING at a 5/8-inch iron rod found in the north right-of-way line of Sandy Lake
Road (formerly known as Thweatt Road, a called 50 foot right-of-way in said deed) for
the common southeast comer of said Ferguson Realty tract and southwest comer of that
tract of land described in deed to Latour Partners, L.P. as recorded in Volume 95197,
Page 359, D.R.D.C.T.;
THENCE North 89 degrees 44 minutes 00 seconds West, along said north right-of-way
line, a distance of 980.12 feet to a 1/2-inch iron rod with cap stamped "HALFF ASSOC.
INC." (hereafter referred to as "with cap") set for comer;
THENCE North 00 degrees 37 minutes 00 seconds West, departing said north right-of-
way line, a distance of 1305.00 feet to a 1/2-inch iron rod with cap set for comer;
THENCE North 89 degrees 52 minutes 00 seconds West, a distance of 218.76 feet to a
1/2-inch iron rod with cap set for comer on the southeasterly right-of-way line of State
Highway 121 (variable width right-of-way);
THENCE North 42 degrees 52 minutes 00 seconds East, along said southeasterly right-
of-way line, a distance of 112.01 feet to a 1-inch iron pipe found for the intersection of
said southeasterly right-of-way line with the north line of the aforementioned Ferguson
Realty tract and south line of that tract of land described in deed to DFW SH-121 Limited
Partnership as recorded in Volume 84046, Page 4613, D.R.D.C.T.;
THENCE South 89 degrees 52 minutes 00 seconds East, departing said southeasterly
right-of-way line and along said north line, a distance of 825.50 feet to an ell comer on
the west line of that tract of land described in deed to William F. Callejo, Trustee as
recorded in Volume 80004, Page 1835, D.R.D.C.T., fi.om which point a 1-inch iron pipe
found bears North 51 degrees 30 minutes 05 seconds East a distance of 0.30 feet;
THENCE South 89 degrees 27 minutes 00 seconds East, along the common line between
said Callejo and Ferguson Realty tracts, a distance of 296.30 feet to a 5/8-inch iron rod
found for the common northeast comer of said Ferguson Realty tract and northwest
comer of the aforementioned Latour Paxtners, L.P. tract;
THENCE South 00 degrees 37 minutes 00 seconds East, departing said common line and
along the common line between said Ferguson Realty and Latour Partners, L.P. tracts, a
distance of 1387.40 feet to the POINT OF BEGINNING AND CONTAINING 1,375,154
square feet or 31.57 acres of land, more or less.
~x-£EIT "A'
FZLED aND RECORDED
FEE: $64.
OFFZCZPd- pUBLZC RECORDS
Cynf. hl& F~gueroa Calhoun, Counf, y Cte~k
Oatl&s Ceunt, y TEXRS