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RE 2008-1209.6~~~~~~~~~~~ IIIIIIIIIIIIIIIIIIIIIII ~~~~~ ~~~~~~~~~~ ~~~~ ~~~ ~~~ RESOLUTIC2~~90~12139?-'' 14 PGS l/~F RESOLUTION NO. ~OD&- ~Zbg. ~p 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 DERSE EXHIBITS, 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 Derse Exhibits, Inc., 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 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. 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. DiTLY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ~ day of 00 CIr'Y O COP ,TEXAS DO AS .STOVER, MAYOR ATTEST: B Y BAL ITY SECRETARY APPRO AST F CITY ATTORNE (PGSJtc 12/03/08) 2 STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the "Agreement") is entered into by and between the City of Coppell, Texas (the "City"), and Derse Associates Dallas, LLC, ("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. 60 (the "Zone"), for commerciaVindustrial 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, the Owner is the owner the land described in Exhibit "A" (the "Land") and the existing improvements thereon located at 586 South Royal Lane Coppell, Texas and intends to expand its showroom and add approximately 60,000 square feet of warehouse space to the existing improvements (hereinafter defined as the "Improvements"); and WHEREAS, Owner's development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the :.ontemplated use of the Premises (hereinafter defined), 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 the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and Derse Associates Dallas LLC//Coppell //Tax Abatement Agreement -Page 1 33234 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 Improvements" shall mean the existing improvements on the Land in which this Agreement is executed (2008). "Base Year Taxable Value" shall mean the Taxable Value for the Base Year Improvements for the year in which this Agreement is executed (2008). "Commencement of Construction" shall mean that" (i) the plans have been prepared and a building permit has been obtained from the City for construction of the Improvements; (ii) all necessary permits for the Commencement of Construction of the Improvements have been issued by all applicable governmental authorities; and (iii) clearing and/or 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 first final permanent certificate of occupancy has been issued for the Improvements. "Effective Date" shall mean the last date of execution of this Agreement. "Event of Bankruptcy or Insolvency" shall mean the dissolution or termination of a party's existence as a going business, insolvency, appointment of receiver for any part of a party's property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the Dense Associates Dallas LLC//Coppell //Tax Abatement Agreement -Page 2 33234 commencement of any proceeding under any bankruptcy or insolvency laws by or against such party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. "First Year of Abatement" shall mean January 1 of the calendar year immediately following the date of issuance of the first final permanent 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. "Improvements" shall mean the addition of approximately 60,000 square feet of warehouse space to the existing improvements (Base Year Improvements) on the Land located at 586 South Royal Lane Coppell, Texas together with required parking and landscaping in accordance with submittals filed with the City in order to obtain building permits from time to time. "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 reasonably satisfactory evidence that the benefits of this Tax Abatement Agreement have been provided to any such tenants. Derse Associates Dallas LLC//Coppell //Tax Abatement Agreement -Page 3 33234 2.6 Owner shall before May 1, of each calendar yeaz 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 aze 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 of the Improvements, excluding the Land, is at least Seven-Hundred-Fifty-Thousand Dollars ($750,000.00) as of January 1 of the First Yeaz of Abatement and as of January 1 of each yeaz thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of twenty- five percent (25%) 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 of the Base Yeaz Improvements. 3.3 The period of tax abatement herein authorized with respect to the Improvements shall be for a period of five (5) consecutive years, commencing with the First Year of Abatement. 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; provided, however, Owner shall have no obligation to construct the Improvements on the Land but the construction of the Improvements 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 December 31, 2009, and to cause Completion of Construction of the Improvements to occur within eighteen (18) 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). Dense Associates Dallas LLC//Coppell //Tax Abatement Agreement -Page 4 33234 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 in a manner consistent with the comprehensive zoning ordinance of the City commencing on the date the first final permanent certificate of occupancy is issued for the Improvements. 4.5 The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable prior written notice to Owner (which shall not be less than forty-eight (48) hours prior notice), 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 Commencement or Completion of Construction of the Improvements in accordance with this Afreement 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 in Section 5.2 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 written 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 written demand. 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. 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. Derse Associates Dallas LLC//Coppell //Tax Abatement Agreement -Page 5 33234 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period maybe 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 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. 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: Derse Associates Dallas, LLC 586 South Royal Lane Coppell, Texas 75019 Derse Associates Dallas LLC//Coppell //Tax Abatement Agreement -Page 6 33234 Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 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, pazagraph, 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 maybe 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. Derse Associates Dallas LLC//Coppell //Tax Abatement Agreement -Page 7 33234 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. EXECUTED in duplicate originals the~t '`"nay o City of By: N. S~Sver, Mayor Attest: Libby B ity Secretary Agreed as Fo By: City Attorney EXECUTED in duplicate originals the~'~~"~ciay of , 20(x. Derse Associates Dallas, LLC By: Name: n,,Pso~ Title: ~,~~~o r- Derse Associates Dallas LLC//Coppell //T'ax Abatement Agreement -Page 8 33234 City's Acknowledgment State of Texas § County of Dallas § This instrument was acknowledged Before Me on the ~~iday o 2008, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said municipality. Not Public ate of Texas My Commission Expires: "~/ ~ /~ fr Lr+a~.,®n U ALL Notary Pubiic ' ~`,` State of Texas Comm. Expires 6-11-2012 Owner's Acknowledgment State of ~~^tes W , i~ ~~~ § County of S9ilws M ~~~~~ § This instrument was acknowledged Before Me on the ~~ day of , 200Q, by x~n c~.~r~ of Dense Associates Da as, LLC, a Texas r ~ ~ , of behalf of said (.-LC.. ___. Notary Public, State of ~ ~ S My Commission Expires: ~ ~~ ~©/l Dense Associates Dallas LLC//Coppell //Tax Abatement Agreement -Page 9 33234 Exhibit "A" Legal Description of Land To Be Attached Dense Associates Dallas LLC//Coppell //Tax Abatement Agreement -Page 10 33234 Exhibit A PROPERTY DESCRIPTION LOT 5R STATE OF TEXAS COUNTY OF DALLAS BEING A TRACT OR PARCEL OF LAND SITUATED IN THE WILLIAM K. PAYNE SURVEY. ABSTRACT NO. 1140, THE C. S. DUNNAGAN SURVEY, ABSTRACT NO. 1655, AND THE JESSE MOORE SURVEY, ABSTRACT NO. 968, AND THE J. T. THWEAT SURVEY, ABSTRACT NO. 1753, CITY OF COPPELL, DALLAS COUNTY, TEXAS, SAME BEING A PORTION OF 'FREEPORT NORTH LOT 5R" A FINAL PLAT RECORDED IN VOLUME 95245, PAGE 2050, DALLAS COUNTY PLAT RECORDS, OF THE DEED RECORDS OF DALLAS COUNTY, TEXAS, SAID TRACT ALSO BEING THE SAME TRACT CONVEYED TO DERSE ASSOCIATES IN VOLUME 97041 PAGE 2089 IN THE DEED RECORDS OF DALLAS COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER AT SAID LOT'LOT 5R', SAME BEING ON THE WEST LINE OF THE ANGELES ESTEVES TRACT AS RECORDED IN VOLUME 86245 PAGE 4205, DALLAS COUNTY, DEED RECORDS SAID POINT ALSO BEING ON THE NORTH RIGHT-OF-WAY LINE OF CREEKVIEW DRIVE (60 FOOT R.O.W.), AT A 1/2 FOUND IRON ROD FOR CORNER; THENCE ALONG SAID NORTH R.O. W LINE OF SAID CREEKVIEW DRIVE, SOUTH 89-41'59' WEST, A DISTANCE OF 137.21 FEET TO THE BEGINNING OF A CURVE TO THE LEFT, SAID CURVE HAVING A RADIUS OF 4906.09 FEET AND A CENTRAL ANGLE OF 3-03'14", TO A FOUND 1/2 INCH IRON ROAD FOR CORNER; THENCE ALONG SAID CURVE AN ARC DISTANCE OF 261.50 FEET TO A 1/2 INCH FOUND IRON ROD; THENCE ALONG SAID NORTH R.O. W LINE OF SAID CREEKVIEW DRIVE, SOUTH 86-38'45' WEST, A DISTANCE OF 250.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT, SAID CURVE HAVING A RADIUS OF 1470.00 FEET AND A CENTRAL ANGLE OF 3-44' 41 ", TO A FOUND 1 /2 INCH IRON ROD FOR CORNER; THENCE ALONG SAID CURVE AN ARC DISTANCE OF 96.08 FEET TO A 1/2 INCH FOUND IRON ROD; THENCE ALONG SAID NORTH R.O. W LINE OF SAID CREEKVIEW DRIVE, SOUTH 89-36'34' WEST, A DISTANCE OF 35.00 FEET TO THE SOUTH CORNER OF A CORNER CLIP LOCATED IN THE NORTHEAST CORNER OF ROYAL LANE (100 FEET R.O.W.) AND SAID CREEKVIEW DRIVE, TO A FOUND 1/2 INCH IRON ROD FOR CORNER; THENCE ALONG SAID CORNER CLIP LINE, NORTH 44-36'34" WEST, A DISTANCE OF 21.21 FEET, TO THE NORTH CORNER OF SAID CORNER CLIP, SAID POINT BEING ON THE EAST R.O. W. LINE OF SAID ROYAL LANE, TO A FOUND 1/2 INCH IRON ROD AT A POINT FOR CORNER; THENCE ALONG SAID EAST R.O. W. LINE OF SAID ROYAL LANE, NORTH 00-23'26" EAST, PASSING A POINT ON THE SOUTH LINE OF A 150 FOOT DRAINAGE EASEMENT AS RECORDED ON VOLUME 84203 PAGE 1836 OF SAID PLAT RECORDS, A TOTAL DISTANCE OF 588.53 FEET TO A POINT ON THE CENTERLINE OF SAID EASEMENT, AND IN THE CENTER OF A CREEK; THENCE ALONG SAID CREEK AND SAID CENTERLINE, SOUTH 89-36'02" EAST A DISTANCE OF 155.49, TO THE BEGINNING OF A TANGENT CURVE TO THE LEFT, SAID CURVE HAVING A RADIUS OF 1336.90 FEET AND A CENTRAL ANGLE OF 15-00'00", TO POINT FOR CORNER; THENCE ALONG SAID CURVE AN ARC DISTANCE OF 350.00 FEET TO A POINT FOR CORNER; THENCE CONTINUING ALONG SAID CREEK AND CENTERLINE, NORTH 75- 23'58" EAST A DISTANCE OF 309.67 FEET, TO A POINT ON THE WEST LINE OF SAID ESTEVE TRACT; THENCE ALONG SAID WEST LINE. SOUTH 00-56'27" EAST, PASSING A 1/2 INCH IRON ROD SET AT SOUTHEAST CORNER OF SAID EASEMENT AT A DISTANCE OF 77.84 FEET, AND CONTAINING A TOTAL DISTANCE OF 697.90 FEET TO THE POINT OF BEGINNING AND CONTAINING 11.420 ACRES OR 497,528 SQUARE FEET MORE OR LESS OF WHICH 1.409 ACRES LIES WITHIN SAID EASEMENT AND CREEK, MAKING A NET OF 10.049 ACRES OR 436,438 SQUARE FEET OF LAND MORE OR LESS. FILED AND RECORDED ;`NK~ "' ~~, -;, OFFICIAL PUBLIC RECORDS -•.v~ F ~ ~ - ~~,7r---~-- ,~'~~ ~~,.an // a~~t. oF- John F. Warren, County Clerk Dallas County TEXAS April 29, 2009 11:14:39 AM FEE: $68.00 200900121397