RE 2013-0514.4
RESOLUTION NO. 2013-0514.4
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 NYPRO HEALTHCARE, A
DIVISION OF NYPRO, 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 Nypro Healthcare, a division of Nypro, 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 tangible personal property to be added to the
improvements on 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.
DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas,
on this the /4 day of 2013.
CITY • CO • L ,TE • Sj
41.46I,I 0 IA
• ' N S LBO ,MAYOR
ATT ST:
, / ,/
_ .1// A!i_. ' e_,-,,_ .4
HRISTEL PETTIN'4 S,CITY SEC' TARY
APPRO , D AS TO FORM:
✓_,.i,.✓L//er_4/. t
CITY ATTORNEY
(PGS:4-13-13:TM 59860)
2
Exhibit"A"
(copy of Tax Abatement Agreement to be attached)
3
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 Nypro Inc., a Massachusetts corporation (the "Lessee")
(each a "Party" and collectively the "Parties"), acting by and through their authorized
representatives.
WITNESSETH:
WHEREAS,the City Council of the City of Coppell,Texas (the"City Council"), passed
an Ordinance (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 82 (the
"Zone"), for the real property described in Exhibit "A" (the "Land"), 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, Lessee has or intends to enter into a lease of approximately 30,000 square
feet of office/manufacturing warehouse space in a building on the Land (hereinafter defined)
located at 1405 S. Beltline Road, Coppell, Texas (the"Leased Premises"), for a period of at least
five (5) years (the"Lease"), and intends to locate certain Tangible Personal Property(hereinafter
defined) at the Leased Premises; and
WHEREAS, Lessee'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 Leased Premises
(hereinafter defined), 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
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City of Coppell and Nypro Healthcare(TM 59858)
compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax
Code and all other applicable laws; and
WHEREAS, the City Council finds that the Leased Premises sought are feasible and
practicable and would be of benefit to 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 Leased Premises is located;
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein and for other good and 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:
"Bankruptcy or Insolvency" shall mean the dissolution or termination of a Lessee's
existence as a going business, insolvency, appointment of receiver for any part of a Lessee'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 Lessee, and such
proceeding is not dismissed within ninety(90)days after the filing thereof.
"Base Year"shall mean the year in which this Agreement is executed(2013).
"City"shall mean the City of Coppell,Texas.
"Effective Date" shall mean the last date of execution of this Agreement, unless the
context indicates otherwise.
"First Year of Abatement" shall mean January 1 of the calendar year immediately
following the date of issuance of a certificate of occupancy for Lessee's occupancy of the Leased
Premises.
"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
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City of Coppell and Nypro Healthcare(TM 59858)
acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work
stoppages.
"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. 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.
"Inventory" shall mean tangible personal property consisting of inventory located at the
Leased Premises owned or leased by Lessee but excluding Freeport Goods and Goods-in-Transit.
"Land"means the real property described in Exhibit"A".
"Lease"shall mean the lease of the Leased Premises for a period of at least five(5) years.
"Lease Inception Date" shall mean the date the term of the Lease commences but not
later than February 20,2013.
"Leased Premises" shall mean approximately 30,000 square feet of office/manufacturing
warehouse space located at 1405 S.Beltline Road, Coppell, Texas.
"Lessee"shall mean Nypro Inc., a Massachusetts corporation.
"Related Agreement" shall mean any other agreement by and between the City and the
Lessee, its parent company, and any affiliated or related entity owned or controlled by the
Lessee, or its parent company, relating to the Leased Premises.
"Required Use" shall mean the continuous occupancy of the Leased Premises and
operation of the Lessee's manufacturing facility thereat.
"Tangible Personal Property" shall mean furniture, fixtures and equipment owned or
leased by the Lessee and located at the Leased Premises, subsequent to the execution of this
Agreement. Tangible Personal Property shall not include other tangible personal property
including inventory,Freeport Goods and Goods in Transit located at the Leased Premises.
"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 Lessee has or intends to enter into the Lease of the Leased Premises, which
Leased Premises is located within the city limits of the City and within the Zone. Lessee intends
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City of Coppell and Nypro Healthcare(TM 59858)
to locate and maintain Tangible Personal Property at the Leased Premises following the Lessee's
occupancy thereof.
2.2 The Leased 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 Leased Premises are not owned or leased by any member of the Coppell City
Council or any member of the Coppell Planning and Zoning Commission.
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 Leased Premises shall, at all times, 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 One Million Five Hundred Thousand
Dollars ($1,500,000.00) 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 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, beginning with the First Year of Abatement. 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 located at the Leased
Premises 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.
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City of Coppell and Nypro Healthcare(TM 59858)
3.5 The Lessee agrees, subject to events of Force Majeure
gT � or Casualty to continuously
lease and occupy the Leased Premises for a period of at least five (5) consecutive years
beginning with the Lease Inception Date.
3.6 During the term of this Agreement following the Lease Inception Date and
continuing thereafter until the Expiration Date, the Leased Premises shall not be used for any
purpose other than the Required Use and the operation and occupancy of the Leased Premises in
conformance with the Required Use shall not cease for more than thirty (30) days except in
connection with and to the extent of an event of Force Majeure.
3.7 The term of this Agreement shall begin on the Effective Date and shall continue
until March 1 of the calendar year following the sixth (6th) anniversary date of the First Year of
Abatement, unless sooner terminated as provided herein.
3.8 The Lessee agrees to locate and maintain Tangible Personal Property not
otherwise exempt from ad valorem taxation at the Leased Premises with a Taxable Value of at
least One Million Five Hundred Thousand Dollars ($1,500,000.00) as of the First Year of
Abatement and as of January 1 of each calendar year thereafter during the term of this
Agreement.
Article IV
Leased Premises
4.1 Lessee intends to enter into the Lease and to locate Tangible Personal Property
thereat. Nothing in this Agreement shall obligate Lessee to enter into the Lease or to locate
Tangible Personal Property thereat, but said actions are conditions precedent to tax abatement for
such Lessee 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 February 20, 2013. Lessee
agrees and covenants to continuously lease and occupy the Leased Premises for a period of at
least five(5)years commencing on the Lease Inception Date.
4.3 Lessee agrees to maintain the Leased Premises during the term of this Agreement
in accordance with all applicable state and local laws, codes, and regulations, except to the extent
that the landlord of the Leased Premises is required to maintain such compliance under the terms
of the Lease.
4.4 The City, its agents and employees shall have the right of access to the Leased
Premises at reasonable times and with reasonable notice to Lessee, and in accordance with
visitor access and security policies of the Lessee, in order to insure that the Lessee is in
compliance with the terms and conditions of this Agreement.
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City of Coppell and Nypro Healthcare(TM 59858)
Article V
Default: Recapture of Tax Revenue
5.1 In the event Lessee: (i) fails to occupy the Leased Premises 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) suffers an event of "Bankruptcy or
Insolvency"; or (iv) breaches any of the terms and conditions of this Agreement which is not
otherwise cured within the applicable cure period, 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 termination, 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 property the subject of this Agreement 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 notice of termination.
5.2 Upon breach by Lessee of any of the obligations under this Agreement, the City
shall notify Lessee in writing, which 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 providing 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 provided. 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 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.
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City of Coppell and Nypro Healthcare(TM 59858)
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 for the Tangible Personal Property with the Chief Appraiser for each
Appraisal District (or its successor) in which the eligible taxable property has situs. A copy of
the respective 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 shall provide a copy of the same to the City upon written request.
Article VIII
Miscellaneous
8:1 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified
mail, return receipt requested, addressed to the Party at the address set forth below or on the day
actually received if sent by courier or otherwise hand delivered:
If intended for City,to: With a copy to:
Attn: City Manager Peter G. Smith
City of Coppell,Texas Nichols, Jackson,Dillard,Hager& Smith, L.L.P.
P. 0.Box 478 1800 Lincoln Plaza
Coppell,Texas 75019 500 N.Akard
Dallas,Texas 75201
If intended for Lessee,to: With a copy to:
Attn: Group President Attn: Legal Department
Nypro Healthcare, Nypro Inc.
a division of Nypro, Inc. 101 Union Street
1405 S.Belt Line Road Clinton,MA 01510
Coppell, Texas 75019
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,
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City of Coppell and Nypro Healthcare(TM 59858)
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 governed by the laws of the State of
Texas without regard to any conflict of law rules. Exclusive 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 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.
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 by the Lessee without the prior
written consent of the City Manager.
8.10 Employment 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
days after the date the Lessee is notified by the City of such violation, plus interest at the rate of
six percent(6%) compounded annually from the date of violation until paid.
8.11 Right of Offset. The City may at its option, offset any amounts due and payable
under this Agreement against any debt (including taxes) lawfully due to the City from the
Lessee, regardless of whether the amount due arises pursuant to the terms of this Agreement or
otherwise and regardless of whether or not the debt due the City has been reduced to judgment
by a court.
[Signature Page to Follow]
Page 8 Tax Abatement Agreement
City of Coppell and Nypro Healthcare(TM 59858)
EXECUTED in duplicate originals the P. d y of j11, de_ , 2013.
CITY OF COP' LL, /,
By: , /' _If AP Jr •
en Selbo Hunt, Ma 'or
Attest:
By: , lfZe% .Christel Pettmos, retary
Agreed as to
Air
i
By: 17�� All/fir/ (/. ..L
ity Attorney /
EXECUTED in duplicate originals the IC day of ,_\t.,\,..A 2013.
NYPRO,INC.
By: _,._
Name: 94 f ,a_. Ht \..
Title: VR\ �—h MP��cv,<., Sei-r-�1�
Page 9 Tax Abatement Agreement
City of Coppell and Nypro Healthcare(TM 59858)
Exhibit"A"
Legal Description
Block B, Lot 1 of the Northlake 635 Business Park(Coppell Business Center II)—33.20 acres
Being a tract of land situated in the Cordelia Bowen Survey,Abstract No. 56, in the City of
Coppell,Dallas, County, Texas, and being part of the Northlake 635 Business Park, an Addition
to the City of Coppell,Dallas County,Texas, according to the plat thereof recorded in Volume
85056,Page 3358 of the Map Records of Dallas County,Texas, and being more particularly
described as follows:
BEGINNING at a'/2 inch set iron rod with plastic yellow cap stamped"Halff Assoc. Inc."(1/2
inch found iron rod with cap)at the West line of Belt Line Road (a 120 foot width right-of-way
at this point), and the most southern southeast corner of the Northlake 635 Business Park, an
Addition to the City of Coppell, Texas, according to the plat recorded in Volume 85056,Page
3358, deed Records of Dallas County,Texas;
THENCE South 89 degrees 53 minutes 18 seconds West, 1174.28 feet,with the North line of a
tract of land described in Deed to Hattie Mae Lesley dated January 24, 1958, as recorded in Deed
Records of Dallas County, Texas, to a 1 inch diameter iron pipe found for corner;
THENCE North 00 degrees 56 minutes 56 seconds East, 1111.41 feet,with the East line of said
Lesley Tract,to a found 1 inch diameter iron pipe;
THENCE South 89 degrees 50 minutes 51 seconds East, 95.43 feet,to a 1/2 inch set iron rod for
corner;
THENCE North 39 degrees 21 minutes 04 seconds East,251.75 feet to a 1/2 inch set iron rod for
corner in the Southerly line of Lakeshore Drive(a 60 foot right-of-way), a dedicated street in
said Northlake 635 Business Park Addition, said iron rod also being on a circular curve to the left
having a central angle of 27 degrees 37 minutes 46 seconds, a radius of 380.00 feet having a
back tangent of South 61 degrees 52 minutes 14 seconds East;
THENCE with said curve in a Easterly direction and with the said Southerly line of Lakeshore
Drive, an arc distance of 183.25 feet to a 1/2 inch iron rod w/cap found for the point of tangency
of said curve;
THENCE South 89 degrees 30 minutes 00 seconds East, 388.27 feet,with said Southerly line of
Lakeshore Drive,to a 1/2 inch set iron rod w/cap for corner, said iron rod also being at the
beginning of a circular curve to the right having a central angle of 12 degrees 50 minutes 19
seconds, a radius of 300.00 feet;
THENCE with said curve in a Easterly direction and with the said Southerly line of Lakeshore
Drive, an arc distance of 67.22 feet to a 1/2 inch iron rod set for the point of reverse curvature of a
curve to the left having a central angle of 12 degrees 50 minutes 19 seconds, a radius of 300.00
feet;
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City of Coppell and Nypro Healthcare(TM 59858)
THENCE with said curve in an Easterly direction and with the said Southerly line of Lakeshore
Drive, an arc distance of 67.22 feet to a'/2 inch iron rod found for the point of tangency of said
curve;
THENCE South 89 degrees 30 minutes 00 seconds East, 203.34 feet,with said Southerly line of
Lakeshore Drive,to a 1/2 inch iron rod found for corner;
THENCE South 10 degrees 48 minutes 30 seconds East, 56.09 feet departing said Southerly line
of Lakeshore Drive,to a 1/2 inch iron rod found for corner in the West line of Belt Line Road
(120 foot width right-ofOway at this point);
THENCE South 00 degrees 30 minutes 00 seconds West, 1,182.14 feet,with the said West line
of Belt Line Road,to the POINT OF BEGINNING and containing 1,446,192 square feet or
33.2000 acres of land, more or less.
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City of Coppell and Nypro Healthcare(TM 59858)