RE 2009-0127.1201000061237
RESOLUTION 1115
RESOLUTION NO. 260 9 • Q / 1 I
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 AMERICAN HOME MORTGAGE
SERVICING, INC.; 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 American Home Mortgage Servicing, Inc., a Texas
Corporation, 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 of Coppell, Texas, and found to be accept able 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 Council finds that the location of tangible personal property at the
improvements as 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 location of tangible personal property at the improvements as
described in the Agreement will accomplish the tax abatement guidelines of the City of Coppell,
Texas.
1
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 . A'day o 7009
ATTEST:
BA ITY SECRETARY
W
(PGS /cgo 01 -13 -09 34086)
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 American Home Mortgage Servicing, Inc., a Delaware
Corporation (the "Lessee"), 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. 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, Duke Realty Limited Partnership, an Indiana limited partnership, (the
"Owner") is the owner of the land described in Exhibit "A" (the "Land ") and the existing
improvements thereon known as Point West I located at 1525 Beltline Road, Coppell, Texas (the
"Improvements ") and intends to lease the same to Lessee; and
WHEREAS, Lessee intends to lease the Improvements for a period of at least seven (7)
years (hereinafter defined as the "Lease "), and locate and maintain Tangible Personal Property
(hereinafter defined) at the Improvements; and
WHEREAS, the development efforts of the Lessee described herein will create permanent
new jobs in the City, and
WHEREAS, the City Council finds that the contemplated use of the Premises and the
contemplated Improvements, 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
Connell/American Home Mortgage Servicing Inc Tax Abatement Agreement —Page 1 34085
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 Improvements sought are feasible and
practicable and would be of benefit to the Land 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
Property is located; and
WHEREAS, the City desires to enter into an agreement with the Lessee 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 the City 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:
"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 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.
CoonelUAmerican Home Mortgage Servicing Inc Tax Abatement Agreement —Page 2 34085
"Freeport Goods shall have the same meaning as assigned by Section 11.251 of the Tax
Code and Article VIII, Section 1-j of the Texas Constitution and located on the Property. Freeport
Goods does not include "Goods in Transit" as defined by Tax Code, Section 11.253.
"Goods in Transit" shall have the same meaning assigned by Tax Code, Section 11.253.
"Improvements" shall collectively mean the Point West I office building located at 1525
Beltline 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 permit(s).
"Land" means the real property described in Exhibit " A " .
"Lease" shall mean the lease of the Improvements by and between the Owner and Lessee
for a period of not less than seven (7) years commencing on the Lease Inception Date.
"Lease Inception Date" shall mean the date the term of the Lease commences but not later
than the date the first final certificate of occupancy is issued for the occupancy of the Improvements
by the Lessee.
"Lessee" shall mean American Home Mortgage Servicing, Inc., a Delaware corporation.
"Owner" shall mean Duke Realty Limited Partnership, an Indiana limited partnership.
"Premises" shall mean collectively, the Land and Improvements, but excluding the Tangible
Personal Property.
"Tangible Personal Property" shall mean tangible personal property, equipment and
fixtures (but excluding supplies, inventory, Freeport Goods and Goods in Transit) owned or
leased by Lessee that is added to the Improvements subsequent to the execution of this
Agreement.
"Taxable Value" means the appraised value as certified by the Appraisal District as of
January 1 of a given year.
Article 11
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. The Owner intends to lease the Improvements to Lessee. The Lessee has
or intends to enter into the Lease. The Lessee intends to locate and maintain Tangible Personal
Property at the Improvements.
2.2 The Premises are not in an improvement project financed by tax increment bonds.
Connell/American Home Mortgage Servicing Inc Tax Abatement Agreement —Page 3 34085
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 Lessee 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.
2.6 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 Tangible Personal Property, is at least $3.5 Million Dollars 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 Lessee an abatement of eighty-five percent (85 %) of the Taxable Value of the
Tangible Personal Property for a period of five (5) consecutive years. The actual percentage of
Taxable Value of the Tangible Personal Property subject to abatement for each year this Agreement
is in effect will apply only to the Tangible Personal Property that is added to the Improvements
subsequent to the execution of this Agreement.
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, Lessee 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 Nothing in this Agreement shall obligate Owner to construct the Improvements. The
Lessee intends to enter into the Lease. Nothing in this Agreement obligates the Lessee to enter into
the Lease, 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 Lessee's tax abatement pursuant to
this Agreement, Lessee agrees, to enter into the Lease on or before December 31, 2009. Lessee
Connell/American Home Mortgage Servicing Inc Tax Abatement Agreement —Page 4 34085
agrees and covenants to continuously lease (or own) and occupy the Improvements for a period of at
least six (6) years commencing on the Lease Inception Date.
4.3 Owner agrees to maintain and Lessee agrees to occupy the Improvements during the
term of this Agreement in accordance with all applicable state and local laws, codes, and
regulations.
4.4 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
Lessee, and in accordance with Owner's and Lessee's visitor access and security policies, in order
to insure that the construction and use 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 Lessee: (i) fails to occupy 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 Lessee 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 Lessee 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 Lessee shall, within thirty (30) days after demand, pay to
the City all taxes which otherwise would have been paid by the Lessee to the City without benefit of
a tax abatement for the Tangible Personal Property, with interest at the statutory rate for delinquent
taxes as determined by Section 33.01 of the Tax Code as amended but without penalty. The parties
acknowledge that actual damages in the event of default termination would be speculative and
difficult to determine. The parties further agree that any abated tax, including interest as a result of
this Agreement, shall be recoverable against the Lessee, its successors and assigns and shall
constitute a tax lien against the Tangible Personal Property, and shall become due, owing and shall
be paid to the City within thirty (30) days after termination.
5.2 Upon breach by Lessee of any obligations under this Agreement, the City shall
notify the Lessee 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 Lessee 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 Lessee 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 Lessee.
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 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
Copnell/American Home Mortgage Servicing Inc Tax Abatement Agreement —Page 5 34085
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 Tangible Personal Property, without tax abatement for the years in
which tax abatement hereunder was received by the Lessee, as determined by the Appraisal District,
multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor - Collector.
The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence
to accrue after expiration of the thirty (30) day payment period.
Article VI
Annual Application for Tax Exemption
It shall be the responsibility of the Lessee 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 Lessee shall annually render the value of the Tangible Personal Property to the
Appraisal District and provide a copy of the same to the City upon written request.
Article VIII
AUscellanvous
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 Lessee to
Attn: President
American Home Mortgage Servicing, Inc.
4600 Regent Boulevard, Suite 200
Irving, Texas 75063
With a copy to
Attn: Chief Legal Officer
American Home Mortgage Servicing, Inc.
4600 Regent Boulevard, Suite 200
Irving, Texas 75063
If intended for City, to
Attn: City Manager
City of Coppell, Texas
P. O. Box 478
Coppell, Texas 75019
Connell/American Home Mortgage Servicing Inc Tax Abatement Agreement —Page 6 34085
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 G_ overning 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 Ag 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 Lessee, in the Real Property 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, upon giving notice of such assignment to the City
Manager, may be assigned by Lessee to (i) any successor in interest, whether by intercompany
merger, consolidation or sale of all or substantially all of its assets; or (ii) another entity
controlling, controlled by or under common control with Lessee, but otherwise may not be
assigned without the prior written consent of the City Manager.
Connell/American Home Mortgaee Servicing Inc Tax Abatement Agreement —Page 7 34085
8.11 Conditions Precedent This Agreement is condition on and subject to the
following: (i) the Lessee providing a fully executed copy of the Lease to the City; and (ii) the
Lessee entering the Lease on or before cc . �; i 2009.
8.12 Emnlovment of Undocumented Workers During the term of this Agreement, the
Lessee agrees not to knowingly employ any undocumented workers and if convicted of a
violation under 8 U.S.C. Section 1324a (f), the Lessee shall repay the taxes abated herein and
any other funds received by the Lessee from the City as of the date of such violation within 120
business days after the date the Lessee is notified by the City of such violation, plus interest at
the rate of 6% compounded annually from the date of violation until paid.
(Signature page to Follow)
Coppell/American Home Mort age Servicing Inc Tax Abatement Agreement —Page 8 34085
EXECUTED in duplicate originals the may o 2009.
City of Co pe , Texas
By:
Douglas Stoi
Attest:
B
Libby Ball, y Secretary
Agreed as to ffior :
City Attorney
EXECUTED in duplicate originals the of MK SCI^, 2009.
COnnelUAmerican Home Mortgage Servicing Inc Tax Abatement Agreement —Page 9 34085
City's Acknowledgment
State of Texas
County of Dallas
This instrument was acknowledged Before Me on the 2�Nay o 2009,
By Douglas N. Stover, the Mayor of the City of Coppell, Texas, a Tex unicipality, o behalf
of said municipality.
My Commission Expires:
ota y Public; tate of Texas
- LIB
BY BALL
Notary Public
State of Texas
Comm. Expires 6-11 -2012
State of s §
County of §
Lessee's Acknowledgment
This instrument was acknowledged before me on the,2?- day of 2009,
by VI M. Rje inn the (QS I I k 0� of o rtgage
Servicing, Inc., a Delaware limited liability company, on behalf of said corn any.
tary ublic, State of Texas
My Commission Expires:
1p Z
Conpell/American Home Mortgage Servicing, Inc Tax Abatement Agreement –Page 10 34085
p„&
.•;
'
DEBRA CAMERON
Notary Public, State of exas
My Commission Expires
'r; •.. t +�,
April 10- 2011
Conpell/American Home Mortgage Servicing, Inc Tax Abatement Agreement –Page 10 34085
City's Acknowledgment
Exhibit " A "
Legal Description of Land
To Be Attached
Coppell/American Home Mortgage Servicing Inc Tax Abatement Agreement —Page 11 34085
Exhibit A
Legal Description of Land
WHERAS, Duke Realty Limited Partnership is the owner of an 15.296 acre tract of land
situated in the Cordelia Bowen Survey, Abstract No. 56, Dallas County, Texas; being all
of Lot 3, Block C, Duke Lesley Addition, an addition to the City of Coppell, Dallas
County, Texas, according to the plat recorded in Instrument No. 20070446910 of the
Deed Records of Dallas County, Texas; and being part of those tracts of land described in
a Special Warranty Deed as "Traci 1" and "Tract 2" to Duke Realty Limited Partnership
recorded in Instrument No. 200600301442 of the said Deed Records; said 15.296 acre
tract being more particularly described as follows:
BEGINNING, at a "+" cut in concrete found in the west line of Belt Line Road (a 120 -
foot right -of -way) at the northeast corner 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;
THENCE, North 89 degrees, 57 minutes, 33 seconds West; along the north line of said
Lot 1, Block C and passing at a distance of 634.52 feet a %a -inch iron rod with "Pacheco
Koch" cap found, said point being the northwest corner of said Lot 1 and the northeast
corner of Lot 2, Block C, Duke Lesley Addition Dividend Drive & Point West
Boulevard, an addition to the City of Coppell, Dallas County, Texas, according to the plat
recorded in Instrument Number 20070240528, continuing along the north line of said Lot
2, a total distance of 848.93 feet to a %Z -inch iron rod with "Pacheco Koch" cap set for
corner;
THENCE, North 00 degrees, 02 minutes, 27 seconds East, departing the said north line of
Lot 2, a distance of 785.00 feet to a'' /2 -inch iron rod with "Pacheco Koch" cap set for
corner in the south line of Dividend Drive (a 90 -foot right -of -way) according to said
Duke Lesley Addition Dividend Drive and Point West Boulevard addition;
THENCE, South 89 degrees, 57 minutes, 33 seconds East, along the said south line of
Dividend Drive, a distance of 833.93 feet to a %Z -inch iron rod with "Pacheco Koch" cap
found for corner at the west end of a corner -clip at the intersection of the said south line
of Dividend Drive with the said west line of Beltline Road;
THENCE, South 44 degrees, 57 minutes, 33 seconds East, along said corner clip, a
distance of 21.21 feet to a'' /z -inch iron rod with "Pacheco Koch" cap found for corner at
the east end of said corner -clip; said point being in the said west line of Beltline Road;
THENCE, South 00 degrees, 02 minutes, 27 seconds West, along the said west line of
Beltline Road, a distance of 770.00 feet to the POINT OF BEGINNING;
CONTAINING, 666,297 square feet or 15.296 acres of land, more or less
Filed and Recorded
Official Public Records
John F. Warren, County Clerk
Dallas County, TEXAS
03/1972010 10:54:36 AM
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