RE 2018-1113.2 Northpoint Hotel Group Aloft• �,
A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE
TERMS 1; CONDITIONS OF : • 1
DATE.BETWEEN THE CITY OF COPPELL, TEXAS, AND NORTHPOINT HOTEL GROUP,
LLC; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN
EFFECTIVE
WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by
and between the City of Coppell, Texas, and Northpoint Hotel Group, LLC, 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;
THEREFORE, 1 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
SECTION 3. The improvements proposed for the Premises will accomplish the tax
abatement guidelines of the City of Coppell, Texas.
SECTION 4. 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
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by the affirmative vote of the majority
IN MINIM w
ffl�
DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas,
on this the day of 2019.
CITY OF
SELB0 HUNT, MAYOR
ATTP-,T-
(4
IR� � 41S" Ir �FE L IP<'FE,'I- W( S, CITY SI C N ET R Y
0
Exhibit "A"
(copy of Tax Abatement Agreement
to be attached)
STATE OF TEXAS §
§ TAx ABATEMENT AGREEMENT
COUNTY OF DALLAS §
"�-Icii, T clas �Ln= ITIL NVLEI I&EULp, 1,.L�, a i cxis uA id cunipany
' ild
flLe"t
("Ownee,) (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. 102 (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
to 1
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
awl
into this Agreement. in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax
Code; and
WHEREAS, Owner owns the land located at 11.55 Northpoint Drive, Coppell., Texas,
being further described in Exhibit "A" ("Land"), and intends to construct or cause to be
oil
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WHEREAS, Owner's development efforts described herein will create permanent new jobs
in the City-, and
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WHEREAS, the City Council finds that the Improvements sought are feasible and
practicable, and would be of benefit to the Premises to be included in the Zone and to the City after
expiration of this Agreement; and
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
s.ekn owi edied,, 6"m the er*ar il 11
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tax base in the City, the Parties agree as follows:
Article I
Definitions
am
"Affiliate" shall can any entity under the common control or ownership of Company or
its parent company.
"Approved Franchise" shall mean a franchise agreement with an Approved Franchisor
whereby the Owner is permitted to operate the Improvements using the name and reservation
system of the Approved Franchisor.
"Approved Franchisor" shall mean a national or international hotel franchisor, for a
specific hotel product, approved by the City; provided, however, that the City shall not
unreasonably withhold its consent to a franchisor which is one of the five (5) largest national or
ten (10) largest international hotel chains as of such date. The City has approved Aloft as the
al Approved Franchisor.
"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 eni I xAhe-bentTjt 0 I(NEIIIiIJ31
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
"Base Year Taxable Value" shall mean the Taxable Value for the Land for the year in
which this Agreement is executed (2018).
........ ..... . . .................. ..... ... . . ........................... . . . ........................... . . . ......................... . .. . ......... . ......... . . . . . ............................. .
11 �7'G
'J'J, ANIU i4lfflt"�tip, [AXI'M 76078)
"City" shall mean the City of Coppell, Texas, acting by and through its city manager, or
designee.
"Commencement of Construction" shall mean that: (i) the plans have been prepared and
all approvals thereof and permits with respect thereto required by applicable governmental
authorities have been obtained for construction of the Improvements; (ii) all necessary permits for
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;
,?md (ii) a final certificate of occupancy has been issued for the Company's occupancy of tha
Improvements.
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"Expiration. Date" shall mean March 1 of the calendar year following the seventh (7 1h)
anniversary date of the First Year of Abatement.
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"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, fiot, civil commotion,
I,.surrection I adverse weather I grovernment or de facto izovernmental a tion I unless caused b i acts
JEJNUJ��kA MMMVMH��
"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 includ4,
"Goods in Transit" as defined by Tax Code, Section 11.253.
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"Improvements" shall mean a Select Service Hotel containing approximately 77,800 gross
square feet of space and containing a minimum of one hundred forty (140) guest rooms, a
minimum of approximately four thousand (4,000) square feet of meeting space and restaurant
facilities at which food and beverages are prepared on site for at least two (2) meals per day
(including breakfast), 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 t olililliNi'lild not incluic . e
Fol
"Land" means the real property described in Exhibit "A".
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7
CITY Ole CK. PPE AND NOIC1111rova 1 -Poria., GRoup, LLCTM 760178)
"Premises" shall collectively can the Improvements and the Land.
"Related Agreement" shall mean any agreement, other than this Agreement, by and
or owned by Owner, or its parent company.
"Select Service Hotel" shall have the same meaning assigned by the City Comprehensive
Zoning Ordinance, as amended.
"Tangible Personal Property" shall mean furniture, fixtures and equipment owned or leased
by Owner and located at the Improvements, subsequent to the execution of this Agreement.
Tangible Personal Property shall not include 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 I of a given year.
Article 11
General Provisions
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
an�uk,i
of any taxing units joining in or adopting this Agreement.
BC 11,0311111%
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hereunder, is consistent with the general purposes of encouraging development or redevelopment
wiffiffi the Zone.
"; P I !M MANTHOUL
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CITY OF COPPELY, AND NoRirnpoimr HOTFT., GRour, LLC IM 76078)
Article M
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 combined
Taxable Value for the Improvements and the Tangible Personal Property, excluding the Land, is at
Year Percentage of Abatement
1-5 75%
6-7 50%
3.3 The period of tax abatement herein authorized shall be for a period of seven (7)
consecutive years beginning 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 and
inventory.
3.5 Owner agrees, subject to events of Force Majeure or to continuously own and
occupy the Improvements for a period of at least seven (7) consecutive years beginning with the
First Year of Abatement.
3.6 During the term of this Agreement following the First Year of Abatement the
Irnprovernents shall not be used for any purpose other than the Required Use and the operation
and occupancy of the Improvements in conformance with the Required Use shall not cease for
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CM.'OF COPPELL AMD MmaH.PoiNT HoTya, GROUP, LLC "I'M 76078)
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3.7 The term of this Agreement shall begin on the Effective Date and shall continue
until the Expiration Date, unless sooner terminated as provided herein.
MITSTIT-M M,
4.1 Owner owns or is under contract to purchase the Land and intends to construct or
cause to be constructed thereon the Irnprovements. Nothing in this Agreement shall obligate Owner
to construct the Improvements on the Land, or to locate the Tangible Personal Property on the
Premises, but said actions are conditions precedent to tax abatement pursuant to this Agreement.
30, 2020, as good and valuable consideration for this Agreement, and that all construction of the
Improvements will be in accordance with all applicable state and local laws, codes, and regulations
(or valid waiver thereof).
4.3 Construction plans for the Improvements constructed on the Land will be filed with
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.
4.5 The City, its agents and employees shall have the right of access to the Premises
during and following construction to inspect the Improvements at reasonable times and with
re
j Own
lat"tty,11jug neu
Article V
Default: Recapture of Tax Revenue
5.1 In the event the Owner: (i) fails to cause Commencement or Completion of
Co
or sales taxes owed to the City (provided Owner 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
tbeterms and conditions of this A- ement or a Related Aweement, then 0
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
-11YRAJIM; Imp Ij ff''S.
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(Iffy we (7ormix ANDNommi-iiiFOINT 1-I'MOR, C',ROUP, LIX "I'M. 76078)
acknowledge that actual damages in the event of default termination would be speculative and
difficult to determine. The Parties ftuther agree that any abated tax, including interest, as a result of
a tax lien against the Tangible Personal Property and the Premises, and shall become due, owing and
shall be paid to the City within thirty (3 0) days after notice of termination.
may extend the period in which the default must be cured.
5.3 If Owner fails to cure the default within the time provided as specified above or, as
such time period may be extended, the City, at its sole option, shall have the right to terminate this
Agreement by providing written notice to 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 provided. The City shall have all
Iggi-m
Article VI
Annual Application for Tax Exemption
It shall be the responsibility of Owner pursuant to the Tax Code, to file an annual exemption
application form with the Chief Appraiser for the appraisal district for the Tangible Personal Property
and the Improvements. A copy of the exemption application shall be submitted to the City upon
request.
Article VII
Annual Rendition
Owner shall annually render the value of the Tangible Personal Property and th*
Improvements to the Appraisal District and provide a copy of the same to the City upon written
request.
Article VIII
Miscellaneous
xm, LI,C'FIW 7078)
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 City, to:
MM Us's
MUTMAW11-II, I"WW-VlV
P. 0. Box 478
Ce ell. Texas 75019
If intended for Manager, to:
Attn: Raj Akula
Wore2yo--i-it
768 Lexington Avenue
Coppell, Texas 75019
UMEE�
Peter G. Smith
Nichols, Jackson., Dillard, Hager & Smith,
L.L.P.
111 ROME=
8.3 Severabifity, 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 GoverniLig Law. This Agreement governed by 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.
8.7 Recitals. The determinations recited and declared in the preambles to this Agreement
vre 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.
LIX734, 760178)
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8.9 Em to «, of Undocupiented Workers. During the term of this Agreement
1 Mir
8.10 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations o,\<\/\y as well as any rights and benefits of the Parties, pertaining to a period
of time following 4>2 rmination of this Agreement shall survive termination.
8.11 Successor and Ass -I ".q. This Agreement shall be binding on and inure to the benefit
z»:«« 2y« assigns. This Agreement may not be assigned without the prior written consent of
the Ci Mana er. Notwithstandin the fore oin the Comoa
8.12 Ri-aht ,<: ffset. 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 Owner,
regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related
Agreement or otherwise and regardless of whether or not the debt due the City has been reduced
to judgment by a court.
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PA(m. rEMPNT AGRUMM —ALOMr HOTFL
C'rIT Ole COPPELL Am.) NowrNpoiNII-10m. rR(.)T.YP, LLCTM 76078)
EXECUTED eoriginals the I ��Cay of
0
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Ce
Attest•
L .1.
C hristel Pettinos, City Secretary W
Suketu B. Patel
Title® Manager
—PA mem, 1 1P' mm °ucu m m u " w.���+°�°��.��uTYL
; 'Y OF ((.)PPW L AND Noimi.pom Hann, @:uH.OTJR° LLCTM 7607 8)
PAG; ii.E' ; �'i 777B- r A.GRFzmzNT ALor r 1.10TEL
CITY OF COPPELL AND llWORTHIKMT Harm, m Gitoa mi. , I. � C'r 76079)