RE 2006-1212.6
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RESOLUTIC2007001886~
14 PGS
RESOLUTION NO. '2.oob- / Z/2. . (p
A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE
TERMS AND CONDffiONS OF A TAX ABATEMENT AGREEMENT BY AND
BETWEEN THE CITY OF COPPELL, TEXAS AND INDUSTRIAL DEVELOPMENTS
INTERNATIONAL TEXAS, L.P.; 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 Industrial Developments International Texas, L.P., a
Georgia 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 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 of Coppell, Texas.
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66454
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 / ~day of
ATTEST:
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LffiBY BAL , SECRETARY
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66454
STATE OF TEXAS
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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 Industrial Developments International Texas, L.P., a Georgia
Limited 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. 52 (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 a Class A distribution center containing approximately 375,000 square feet of space
(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
IDI/rrax Abatement Agreement .:....Page 1
66448
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" shall mean a Class A distribution center building containing 375,000 square
feet or more of space to be constructed on the Land.
"Commencement of Construction" shall mean that: (i) the plans have been prepared and
all approvals thereof and permits with respect thereto required by applicable governmental
authorities have been obtained for construction of the Improvements; (ii) all necessary permits
for the construction of the Restaurant, 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 the Buildings.
"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.
"First Year of Abatement" shall mean January 1 of the calendar year immediately
following the date of issuance of the final certificate of occupancy for the Building.
IDIIffax Abatement Agreement -Page 2
66448
"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 Building 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(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.
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.
IDI/rrax Abatement Agreement -Page 3
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Article ill
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 Taxable
Value for the Improvements, excluding the Land, is at least Six Million Six Hundred Thousand
Dollars ($6,600,000.00) 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 on or before July 1, 2006, 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).
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 a warehouse distribution center (with ancillary office uses)
for a period of five (5) years commencing on the date the final certificate of occupancy is issued
for the Building.
IDl/rrax Abatement Agreement -Page 4
66448
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.
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.
IDIJrrax Abatement Agreement -Page 5
66448
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: John Leinbaugh
Industrial Developments
International Texas, L.P.
Two Iincoln Centre
Suite 1275
5420 LBJ Freeway
Dallas, Texas 75240
With a copy to:
Industrial Developments International, Inc.
3424 Peachtree Road, N.E.
Suite 1500
Atlanta, Georgia 30326
Attn: G. Bryan Blasingame
If intended for City, to:
Attn: City Manager
City of CoppeU, Texas
P. O. Box 478
Coppell, Texas 75019
IDIJrrax Abatement Agreement -Page 6
66448
With a copy to:
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 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.
8.4 Governing 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. 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 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.
8.7 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.
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 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 not be assigned without the prior written consent of
the City Manager.
IDI/rrax Abatement Agreement -Page 7
66448
EXECUTED in duplicate originals the J
By:
Attest:
BY:~~~
lit) y B , ity Secretary
By:
City Attorney
EXECUTED in duplicate originals the J2L day of Do..l' ~ , 2006.
Industrial Developments International Texas, L.P.
a Georgia Limited Partnership
~:-k:-
Name: David R. BirdwAlJ
Title: Secretary
IDIJrrax Abatement Agreement -Page 8
66448
City's Acknowledgment
State of Texas
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County of Dallas
This instrument was acknowledged Before Me on the I Z~ay of~~..., ~ A..-!
2006, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on
behalf of said municipality.
My Commission Expires:
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LIBBY BALL
Notary Public
State of Texas
Comm. Expires 06-11-2008
Owner's Acknowledgment
State ofT~Aas- c.occry--
County of JV 'ton
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Before me, the undersigned, a notary public in and for said county and state, on this day
personally appeared ~v,'d I.. BlrcluHl\ Se..c..(e..f-.c....~ of Industrial Developments
International Texas, L.P., a Georgia Limited Partnership, n behalf of said partnership.
My Commission Expires:
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IDIIrrax Abatement Agreement -Page 9
66448
Exhibit "A"
Legal Description of Land
OWNER'S CERTIFICATE
WHEREAS INDUSTRIAL DEVELOPMENTS INTERNATIONAL (TEXAS), L.P., a
Georgia Limited Partnership is the owner of a 27.072 acre tract of land located in the City of
Coppell, Dallas County, Texas, situated in the McKinney & Williams Survey, Abstract No. 1054
and the J.G. Carlock Survey, Abstract No. 312, and being Tract 1 of those tracts conveyed to
Industrial Developments International (Texas), L.P. by deed recorded in Volume 2004028, Page
146 of the Deed Records of Dallas County, Texas (DRDCT) and being more particularly
described as follows:
BEGINNING at a 1/2" iron pin found, said iron pin being the northeast comer of a tract
of land conveyed to Shams Real Estate Partners (LID) by deed recorded in Volume 2000240,
Page 2919 DRDCT, said iron pin also being on the southerly line of a Dallas Area Rapid Transit
(DART) right-of-way (formerly St. Louis and Southwestern R.R. right-of-way);
THENCE N 75057'00" E along said southerly right-of-way line of DART, a distance of
559.73 feet to a capped 1/2" iron pin set from which a capped (NDM) 1/2" iron pin found bears
N 80037'07" W, 1.11 feet, said capped iron pin set also being the northwest comer of a
remainder tract conveyed to Dallas Power and Light Company by deed recorded in
Volume 4414, Page 83 DRDCT, said capped iron pin set also being the Point of Curvature of a
circular curve to the right having a radius of 604.36 feet, a central angle of 40046'57" and being
subtended by a chord which bears S 83039'31" E , 421.15 feet;
THENCE along said curve to the right and westerly line of said Dallas Power and Light
Company tract, a distance of 430.18 feet to a capped 1/2" iron pin set from which a
Capped (NDM) 1/2" iron pin found bears N 66030'55" W, 0.52 feet and from which a bent 1/2"
iron pin found bears N 83025'26" W, 0.22 feet;
THENCE S 63016'03" E tangent to said curve and along said westerly line of said Dallas
Power and Light Company tract, a distance of 297.95 feet to a capped 1/2" iron pin set, said
capped iron pin set also being on the northerly right-of-way line of Beltline Road (120' ROW),
said capped iron pin set also being the Point of Curvature of a non-tangent circular curve to the
left having a radius of 1969.68 feet, a central angle of 13019'23" and being subtended by a chord
which bears S 37056'50" W, 456.98 feet;
THENCE southwesterly along said curve to the left and said northerly right-of-way line
of Beltline Road, a distance of 458.01 feet to a capped 1/2" iron pin set from which a 5/8"
iron pin found bears N 69010'20" E, 0.36 feet;
THENCE S 31017'08" W tangent to said curve and along said northerly right-of-way line
of Beltline Road, a distance of 581.65 feet to a capped 1/2" iron pin set, said capped iron pin set
also being the Point of Curvature of a circular curve to the right having a radius of
1372.40 feet, a central angle of 37032'01" and being subtended by a chord which bears S
50003'09" W, 883.05 feet;
IDIJrrax Abatement Agreement -Page 10
66448
THENCE along said curve to the right and said northerly right-of-way line of Beltline
Road, a distance of 899.04 feet to a capped 1/2" iron pin set, said capped iron pin set also being
the southeast comer of said Shams Real Estate Partners (LID) tract;
THENCE N 01015'45" E along the east line of said Shams Real Estate Partners (LTD), a
distance of 1469.45 feet to the Point of Beginning and containing 1,179,247 square feet
or 27.072 acres of land, more or less.
IDI/rrax Abatement Agreement -Page 11
66448
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FILED AND RECORDED
OFFICIAL PUBLIC RECORDS
f74
John F. Warren, County Clerk
Dallas County TEXAS
January 12, 2007 04:24:10 PM
FEE: $64.00
20070018867