Loading...
RE 2006-1128.2 s 1111111111111111111111111111111111111111111111111111111111II11111 RESOLUTIC20070018866 v- 15 PGS RESOLUTION NO. ~ODIo,../JZ~. 'Z. 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-700/800 W. BETHEL; 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-700/800 W. Bethel, 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 fmds 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 ofCoppell, Texas. 1 11252 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 ~ayof 7?th)~M ATTEST: ~.8~ LIBBY BALtgrr SECRETARY 2 11252 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"), and Texas Dugan Umited Partnership ("Owner"), acting by and through their authorized representatives. WITNES SETH: WHEREAS, the City Council of the City of Coppell, Texas, (the "City"), passed an Ordinance (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 51 (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, Owner owns the real property described in Exhibit "A" ("Land") and intends to construct two (2) tlex/light industrial buildings containing approximately 238,700 square feet of space in the aggregate (collectively 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 fmds that the contemplated use of the Premises (hereinafter defmed), 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 fmds 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 700/800 Bethel Road Tax Abatement Agreement -Page 1 64573 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 Defmitions 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 (2006). "Building A" shall mean a flex/light industrial building containing approximately 143,000 square feet of space to be constructed on the Land. "Building B" shall mean a flex/light industrial building containing approximately 95,700square feet of space to be constructed on the Land "Commencement of Construction" shall mean that: (i) the plans have been prepared and all approvals thereof required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements, on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. "Completion of Construction" shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for last of the buildings comprising 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 Texas Dugan 700/800 Bethel Road Tax Abatement Agreement -Page 2 64573 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. "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 first of the two buildings comprising 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 collectively mean the Buildings A and B containing approximately 238,700 square feet of space in the aggregate to be constructed on the Land located at 700 and 800 w. Bethel Road Coppell, Texas (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 perrnit(s). "Land" means the real property described in Exhibit A. "Premises" shall collectively mean the Land and the Improvements following construction thereof. "Taxable Value" means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 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 Improvements on the Land. 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 rights 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. 2.5 The Owner agrees to provide to the tenants of the Premises, the benefit of the tax abatement of the Improvements granted herein. Owner shall, upon written request, provide the City, with satisfactory evidence that the benefits of this Tax Abatement Agreement have been provided to any such tenants. Texas Dugan 700/800 Bethel Road Tax Abatement Agreement -Page 3 64573 2.6 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. 2.7 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 III 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. 3.2 Subject to the terms and conditions of this Agreement, and provided the combined Taxable Value for the Improvements, excluding the Land, is at least Eight Million Dollars ($8,000,000) 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 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 4.1 Owner owns, the Land and intends to construct or caused 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 tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the 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 two (2) 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 Improvements will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof). Texas Dugan 700/800 Bethel Road Tax Abatement Agreement -Page 4 64573 4.3 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. 4.4 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 flex/light industrial buildings for a period of five (5) years commencing on the date the first final certificate of occupancy is issued for the last of the two buildings comprising the Improvements. 4.5 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 V Default: Recapture of Tax Revenue 5.1 In the event Owner: (i) fails 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 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 Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after termination. 5.2 Upon breach by Owner of any obligations under this Agreement, the City shall notify the Owner in writing, who shall have thirty (30) days 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. 5.3 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 right to terminate this Agreement, by written notice to the Owner. Texas Dugan 700/800 Bethel Road Tax Abatement Agreement -Page 5 64573 5.4 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 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. Article VI Annual Application for Tax Exemption 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. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 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: Attn: Jeff Turner Texas Dugan Limited Partnership 5495 Beltline Road Coppell, Texas 75254 Texas Dugan 700/800 Bethel Road Tax Abatement Agreement -Page 6 64573 With copy to: Attn: Corporate Counsel (Texas Market) Duke Realty Corporation 6133 North River Road Suite 200 Rosemont, IL 60018 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 8.2 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. 8.3 Severabilitv. 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. 8.4 Governine 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. The parties agree to submit to the personal and subject matter jurisdiction of said Court. 8.5 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. 8.6 Entire A!!reement. 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. 8.7 Recordation. 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. Texas Dugan 700/800 Bethel Road Tax Abatement Agreement -Page 7 64573 8.8 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.9 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.10 Chamber of Commerce. During the term of this Agreement, Owner agrees to maintain continuous corporate membership in the Coppell Chamber of Commerce. 8.11 Assie:nment. 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 buildings comprising the Improvements 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 the prior written consent of the City Manager, assign this Agreement in connection with the sale of one or both buildings to a successor owner thereof. Such permitted assignee as the successor owner of such building will thereafter be entitled to receive the benefit of the remaining tax abatement, if any, under this Agreement with respect to such building. (Signature page to follow) Texas Dugan 700/800 Bethel Road Tax Abatement Agreement -Page 8 64573 By: , 2006. EXECUTED in duplicate originals the ~l/IQay of By: City EXECUTED in duplicate originals the '2~ay Of~, 2006. TEXAS DUGAN LIMITED PARTNERSmp, 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: Texas Dugan 700/800 Bethel Road Tax Abatement Agreement -Page 9 64573 City's Acknowledgment State of Texas ~ ~ County of Dallas ~ This instrument was acknowledged Before Me on the~ay of77~ 2006, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said municipality. My Commission Expires: 0-1/-08 LIBBY BALL Notary Public State of Texas Comm. ExpIre. 06-11<2008 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 duke 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 th rposes and conside ation therein expressed, and in the capacity therein stated. "'" ~ !;)~~~ ALLISON W. KELLEY ~ \: \ ~./~} Notary Public, State ofTexas ~ .~~~ My Commission Expll'!s 02-07-08 Texas Dugan 700/800 Bethel Road Tax Abatement Agreement -Page 10 64573 FREEPORT XIV & XV Lots 2R1 and 2R2, Block A, Duke-Freeport Addition City of Coppell, Dallas County, Texas DESCRIPTION of a 16.510 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 16.510 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 north line of Bethel Road (90 foot wide right-of-way); said point also being the southeast corner of said Lot 2; THENCE, North 89 degrees, 29 minutes, 45 seconds West departing said west line of Freeport Parkway, along said north line of Bethel Road, and along the south line of said Lot 2, a distance of 1279.78 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; said point also being the southwest corner of said Lot 2; THENCE, North 00 degrees, 23 minutes, 44 seconds East departing the said north line of Bethel Road and the said south line of Lot 2, along the west line of said Lot 2 a distance of 162.78 feet to a 5/8 inch iron rod with "C&B" cap found for an angle point in the said west line of Lot 2; THENCE, North 11 degrees, 17 minutes, 28 seconds West continuing along the said west line a distance of 75.57 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for an angle point in the said west line of Lot 2; THENCE, North 00 degrees, 32 minutes, 27 seconds East, continuing along the said west line of Lot 2, a distance of 249.36 feet to a 1/2-inch iron rod with "Pacheco Koch" cap set for corner; THENCE departing said west line of Lot 2, crossing said Lot 2 the following six (6) calls: South 89 degrees, 29 minutes, 45 seconds East a distance of 419.44 feet to a 1/2-inch iron rod with "Pacheco Koch" cap set for corner; North 00 degrees, 30 minutes, 15 seconds East a distance of 37.00 feet to a 1/2-inch iron rod with "Pacheco Koch" cap set for corner; South 89 degrees, 29 minutes, 45 seconds East a distance of 25.39 feet to a 1/2-inch iron rod found for an angle point; North 47 degrees, 34 minutes, 19 seconds East a distance of 25.10 feet to a 1/2-inch iron rod with "Pacheco Koch" cap set for an angle point; South 89 degrees, 29 minutes, 45 seconds East a distance of 450.68 feet to a 1/2-inch iron rod with "Pacheco Koch" cap set for an angle point; North 54 degrees, 04 minutes, 54 seconds East a distance of 382.30 feet to a 1/2-inch iron rod found, said point being in the said west line of Freeport Parkway; said point also being in a non-tangent curve to the right; THENCE, along the said west line of Freeport Parkway and said non-tangent curve to the right through a central angle of 20 degrees, 55 minutes, 56 seconds, a radius of 1301.12 feet, a chord bearing and distance of South 09 degrees, 57 minutes, 43 seconds East, 472.70 feet, an arc length of 475.35 feet to a 1/2-inch iron rod with "Pacheco Koch" cap set for the point of tangency; Freeport XIV & XV Page 2 of 2 THENCE, South 00 degrees, 30 minutes, 15 seconds West continuing along the said west line of Freeport Parkway a distance of 80.15 feet to a 1/2-inch iron rod with "Pacheco Koch" cap set for the beginning of a tangent curve to the right; THENCE, continuing along the said west line of Freeport Parkway and said tangent curve to the right through a central angle of 12 degrees, 34 minutes, 41 seconds, a radius of 240.00 feet, a chord bearing and distance of South 06 degrees, 47 minutes, 35 seconds West, 52.58 feet, an arc length of 52.69 feet to a 1/2-inch iron rod with "Pacheco Koch" cap set for the beginning of a reverse curve to the left; THENCE, continuing along the said west line of Freeport Parkway and said reverse curve to the left through a central angle of 12 degrees, 34 minutes, 41 seconds, a radius of 260.00 feet, a chord bearing and distance of South 06 degrees, 47 minutes, 35 seconds West, 56.96 feet, an arc length of 57.08 feet to a 1/2-inch iron rod with "Pacheco Koch" cap set for the point of tangency; THENCE, South 00 degrees, 30 minutes, 15 seconds West continuing along the said west line of Freeport Parkway a distance of 113.33 feet to the POINT OF BEGINNING. CONTAINING: 719,189 square feet or 16.510 acres of land, more or less. Rt:~Ih .~. Ci~) Dr G Pi) € U po BOX q-y 75 Copr..-<. (I ....../ \~ ,I J<. -7C:;D fer A'i' (\ I -+11\: Lj~i a.. -, r r.xt, ('VI Fl~ED AND RECORDED ~ oFflctAL pUBLtC 'EC"""S /~~ \ /,1, ~" ~ ?/1-- ..!_7'E O~ '\~ John F. Warren, County Cler~ oallas County iE~AS January 12, 2007 04:24:10 pM FEE: $6&.00 200'00\~~QQ