RE 2007-1211.4
1111II11111111111111111111111111111111111111111111111111I11111111 ::s:~~ T ''20080025308
RESOLUTION NO. 2007- / ~/ I. 4
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 DUKE REALTY LIMITED
PARTNERSHIP; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by
and between the City of Coppell, Texas and Duke Realty Limited Partnership., an Indiana limited
partnership, a copy of which is attached hereto and incorporated herein by reference; and
WHEREAS, upon full review and consideration of the Agreement, and all matters related
thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be
approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City
of Coppell, Texas;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF COPPELL, TEXAS, THAT:
SECTION 1. The Agreement attached hereto having been reviewed by the City Council
of the City ofCoppell, 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 ofCoppell, Texas.
SECTION 2. The 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.
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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 ofCoppell, Texas,
on this the / I ~ day of!
YOR
ATTEST:
~'tf ;&/A /
LIBBY BALL TY SECRETARY
CITY ATTORNEY
(PGS/tc 12/03/07)
2
17906
STATE OF TEXAS
COUNTY OF DALLAS
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TAX ABATEMENT AGREEMENT
This Tax Abatement Agreement (the "Agreement") is entered into by and between
the City of Coppell, Texas (the "City"), and Duke Realty Limited Partnership, an Indiana
limited partnership ("Owner"), acting by and through their authorized representatives.
WIT N E SSE T H:
WHEREAS, the City Council of the City of Coppell, Texas, (the "City"), passed an
Ordinance (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 57 (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 approximately 11.663 acres of land and being further
described in Exhibit "A" ("Land") and intends to construct an office building containing a
minimum of 100,000 square feet of space (hereinafter defined as the "Improvements") on
the Land; and
WHEREAS, Owner's development efforts described herein will create permanent
new jobs in the City; and
WHEREAS, the City Council finds that the contemplated use of the Premises
(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
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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 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
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 (2007).
"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 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 the Building.
"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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"First Year of Abatement" shall mean January 1 of the calendar year immediately
following the date of Completion of Construction.
"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 office building referred to as "Point West II"
containing a minimum of 100,000 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 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
Councilor 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.
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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
Taxable Value for the Improvements, excluding the Land, is at least $5.5 Million Dollars
($5,500,000.00) 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 beginning with the First Year of Abatement. 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
Completion of Construction of the Improvements to occur within ten (10) calendar years
after the effective date, 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.
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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 an office building (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. The City acknowledges that Owner
intends to lease the Improvements and such tenants shall use the Improvements for office
uses.
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
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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 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. The City's sole remedy against the Owner shall be the recovery of
the liquidated damages and the enforcement of the tax lien against the Land and
Improvements.
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:
With a copy to:
Attn: Jeff D. Thornton
Duke Realty Limited Partnership
c/o Duke Realty Corporation
14241 Dallas Parkway, Suite 1000
Dallas, Texas 75254
Telephone: 972361-6704
Telecopy: 972 361-6802
Attn: Ann Dee, Market Attorney
Duke Realty Corporation
6133 North River Road, Suite 200
Rosemont, IL 60018
Telephone: 874-232-5408
Telecopy: 847232-5694
If intended for City, to:
With a copy to:
Attn: City Manager
Peter G. Smith
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City of Coppell, Texas
P. O. Box 478
Coppell, Texas 75019
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 which consent shall not be
unreasonably withheld, conditioned or delayed.
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EXECUTED in duplicate originals the 1/'tA.day or!Jj/n...h'l A ",~007.
City
By:
Attest:
By:
City Attorney
EXECUTED in duplicate originals the4-Th. day of Oe.ce\'hb ,2007.
partner
Duke Realty Limited Partnership
By: Duke Realty Corporation, its general
J!J~
~~~e: J fD. T ornton
Title: S V' . V P
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City's Acknowledgment
State of Texas
County of Dallas
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W This instrument was acknowledged Before Me on the / / ~ day of
r.xJ~~~ o..-t/,/2007, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a
Texas municipality, on behalf of said municipality.
MY~s:MdL
Notary Public, State of Texas
to -/1-05
LIBBY BAll
Notary Public
State of Texas
Camm. Expires 06-11-2008
Owner's Acknowledgment
State of Texas ~
County of f1:tffcw ~
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tv This \ instrument was acknowledged Before Me on the ~ day of
JL:JP ~t I( \)V?;, 2007, by JeffD. Thornton, the Senior Vice President of Duke Realty
Corporation, the general partner of Duke Realty Limited Partnership, an Indiana limited
partnership, on behalf of said partnership.
",'l'J,V'/.:::.".
"tt~ TERRY LEATHERWOOD
r~~~)*j MY COMMISSION EXPIRES
\, .....;~~~ July 31, 2011
"sr.",
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Notary Po blic, State of Texas
My Commission Expires:
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Exhibit" A"
Legal Description of Land
DESCRIPTION, of an 11.663 acre tract of land situated in the Cordelia Bowen Survey, Abstract
No. 56, in the City of Coppell, Dallas County, Texas; being part of those tracts of land described
in a Special Warranty Deed as "Tract 1" and "Tract 2" to Duke Realty Limited Partnership
recorded in Instrument No. 200600301442 of the Deed Records of Dallas County, Texas; said
11.663 acre tract being more particularly described as follows:
BEGINNING, at a 1/2-inch iron rod with "Pacheco Koch" cap found at the northeast end of a
corner-clip at the intersection of the east right-of-way line of Point West Boulevard (a 50-foot wide
right-of-way) according to the plat of Lot 1, Block C, Duke Lesley Addition Dividend Drive and
Point West Boulevard, an addition to the City of Coppell, Dallas County, Texas, according to the
plat recorded in Instrument No. 20070240528 of said Deed Records with the south right of-way
line of Dividend Drive (a 90-foot right-of-way); said point being the beginning of a curve to the left;
THENCE, along the said south line of Dividend Drive, the following three (3) calls:
In a easterly direction, along said curve, having a central angle of 31 degrees, 37
minutes, 32 seconds, a radius of 495.00 feet, a chord bearing and distance of North 73
degrees, 49 minutes, 52 seconds East, 269.77 feet, an arc distance of 273.22 feet to a
1/2-inch iron rod with "Pacheco Koch" cap found at the beginning of a reverse curve to
the right;
In a easterly direction, along said curve, having a central angle of 32 degrees, 01
minutes, 21 seconds, a radius of 405.00 feet, a chord bearing and distance of North 74
degrees, 01 minutes, 46 seconds East, 223.42 feet, an arc distance of 226.35 feet to a
1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve;
South 89 degrees, 57 minutes, 33 seconds East, a distance of 285.84 feet to a 1/2-inch
iron rod with "Pacheco Koch" cap found for corner;
THENCE, South 00 degrees, 02 minutes, 27 seconds West, departing the said south line of
Dividend Drive, a distance of 785.00 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for
the corner; said point being in the north line of Lot 2, Block C of Duke Lesley Addition Dividend
Drive and Point West Boulevard addition;
THENCE, North 89 degrees, 57 minutes, 33 seconds West, along the said north line of Lot 2, a
distance of 432.32 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner;
THENCE, South 73 degrees, 49 minutes, 34 seconds West, continuing along the said north line
of Lot 2, a distance of 50.00 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner
at the said east line of Point West Boulevard; said point being the beginning of a non-tangent
curve to the left;
THENCE, along the said east line of Point West Boulevard, the following four (4) calls:
In a northerly direction, along said curve, having a central angle of 28 degrees, 49
minutes, 34 seconds, a radius of 475.00 feet, a chord bearing and distance of North 30
degrees, 35 minutes, 13 seconds West, 236.47 feet, an arc distance of 238.98 feet to a
1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve;
North 45 degrees, 00 minutes, 00 seconds West, a distance of 69.44 feet to a 1/2-inch
iron rod with "Pacheco Koch" cap found for corner; said point being the beginning of a
curve to the right;
In a northerly direction, along said curve, having a central angle of 45 degrees, 02
minutes, 27 seconds, a radius of 425.00 feet, a chord bearing and distance of North 22
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degrees, 28 minutes, 47 seconds West, 325.56 feet, an arc distance of 334.10 feet to a 1/2-inch
iron rod with "Pacheco Koch" cap found at the end of said curve;
North 00 degrees, 02 minutes, 27 seconds East, a distance of 93.74 feet to a 1/2-inch iron rod
with "Pacheco Koch" cap found for corner at the southwest end of said corner-clip at the
intersection of the said east line of Point West Boulevard with the said south line of Dividend
Drive;
THENCE, North 45 degrees, 01 minutes, 05 seconds East, along said corner-clip, a distance of 21.22
feet to the POINT OF BEGINNING;
CONTAINING: 508,023 square feet or 11.663 acres of land, more or less.
, FILED AND RECORDED
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I!:.!~"'- ~;\ OFFICIAL PUBLIC RECORDS
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John F. Warren, County Clerk
Dallas County TEXAS
January 24, 2008 12:31:44
FEE: $64.00
20080025308
Duke Realty Ltd-Office IUTax Abatement Agreement -Page II
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