RE 2009-0127.220 00006 X35
RESOLUTION 1113
RESOLUTION NO. &09— 617, 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 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, 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 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 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.
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 o 2009.
CITY . COPPE ,TEXAS
DOUGLAS N. STOVER, MAYOR
ATTEST:
i
R i2ftY SECRETARY
APPROVE S TO FORM:
CITY ATTORNEY
(PGS /cgo 01 -13 -09 34086)
2
STATE OF TEXAS §
§ Amended and Restated Tax
§ Abatement Agreement
COUNTY OF DALLAS §
This Amended and Restated 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.
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, Owner owns approximately 15.296 acres of land and being further described
in Exhibit "A" ( "Land ") and intends to construct an office building containing a minimum of
170,000 square feet of space, known as Point West 1 (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
Duke Realty Ltd - Office I/Amended and Restated Tax Abatement Agreement —Page 1 34075
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, the parties previously entered into a tax abatement agreement for the
abatement of real property taxes for the Point West I Office Building, dated December 11, 2007 (the
"Original Agreement"); and
WHEREAS, the parties desire to amend and restate the Original Agreement to increase the
percentage of abatement from seventy -five percent (75 %) to eight -five percent (85 %) as set forth
herein; 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
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 she 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, unless the
context indicates otherwise.
"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
Duke Realty Ltd - Office I/Amended and Restated Tax Abatement Agreement —Page 2 34075
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 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 "Office I" containing a
minimum of 170,000 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 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.
Duke Realty Ltd - Office FAmended and Restated Tax Abatement Agreement —Page 3 34075
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 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 eighty -five percent (85 %) 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 YLar 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 of
the Original Agreement, 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).
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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 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 cared 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.
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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
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:
Duke Realty Ltd -Office I/Amended and Restated Tax Abatement Agreement —Page 6 34075
If intended for Owner, to:
Attn: Jeff D. Thornton
Duke Realty Limited Partnership
c/o Duke Realty Corporation
14241 Dallas Parkway, Suite 1000
Dallas, Texas 75254
Telephone: 972 361 -6704
Telecopy: 972 361 -6802
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 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 Recitals The determinations recited and declared in the preambles to this Agreement
are hereby incorporated herein as part of this Agreement.
With a copy to:
Duke Realty Limited Partnership
c/o Duke Realty Corporation
Attn: Texas Market Attorney
14241 Dallas Parkway, Suite 1000
Dallas, Texas 75254
Telephone: 972 361 -6704
Telecopy: 972 361 -6802
With a copy to:
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8.8 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all
purposes wherever reference is made to the same.
8.9 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.
8.10 Employment of Undocumented Workers During the term of this Agreement, the
Owner agrees not to knowingly employ any undocumented workers and if convicted of a
violation under 8 U.S.C. Section 1324a (f), the Owner shall repay the taxes abated herein and
any other funds received by the Owner from the City as of the date of such violation within 120
business days after the date the Owner 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)
Duke Realty Ltd - Office I/Amended and Restated Tax Abatement Agreement —Page 8 34075
EXECUTED in duplicate originals the 2L1aY , 2009.
City
Attest:
, /i
M AIO`
EXECUTED in duplicate originals the day of / r' MC k , 2009.
Duke Realty Limited Partnership,
An Indiana limited partnership
By: Duke Realty Corporation, an Indiana corporation,
its General Partn
By:
Name: JVD.fhomton
Senior Vice President
Dallas Operations
Duke Realty Ltd -Office I/Amended and Restated Tax Abatement Agreement —Page 9 34075
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 % -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 1 /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 V2-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'h -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
03/19/2010 10:54:34 AM
$60.00
201000067235