RE 2018-1113.1 Northpoint Hotel Group Holiday Inn ExpressRESOLUTION OF OF r,,TEXAS, APPROVING
TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND
BETWEEN OF rPPELL, TEXAS, AND NORTHPOINTr ►r
AUTHORIZINGrMAYOR; AND ►r
EFFECTIVE DATE.
WHEREAS,-- presented p -d Tax Abatement - . -- - 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;
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
that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the
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by the affirmative vote of the majority of the members of the City Council of the City of
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DULY RFSOLVED -ANDADOPTED by the City Council of the City of Coppell, Texas,
on this the 1. ay of
"I-II AT' "ST:
sTt,,,I,I,4] OS, CITY Sf/CRETAR
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Exhibit "A" A -i "
(copy of Tax Abatement Agreement
to be attached)
STATE OFT §
§ 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 Northpoint Hotel Group, LLC, a Texas limited liability company
C'Ownee,) (each a "Party" and collectively the "Partiesacting 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
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WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate
in tax abatement; and
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Code; and
WHEREAS, Owner owns the land located at 1125 Northpoint, Coppell, Texas, being
further described in Exhibit "All ("Land"), and intends to construct or cause to be constructed
+All
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as the "Improvements"); and
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
after
expiration of this Agreement; and
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NOW, THEREFORE, in consideration of the mutual benefits and pron-dses contained herein
anA 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
tax base in. the City, the Parties agree as follows:
Article I
Definitions
0,111MMIN MW =I
"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" 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 Holiday hin as
the initial A proved 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
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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).
7", A M2 A ................ .. . ... ... . . . ............. . .......... .... .... . ........ .. mmmn
A6ND
"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
............
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 Company's occupancy of the
Improvements.
MIT 111 1 1 1 . I I
"Expiration Date" shall mean March I of the calendar year following the seventh (76)
anniversary date of the First Year of Abatement.
"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,
irrection adv Q ent rip -A
rse weather-
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"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.
011� i I I
"WRIVI ORION 1 111 1 0111 111 1 � I
"Improvements" shall mean a Full Service Hotel containing approximately 69,600 gross
square feet of space, a minimum of one hundred twenty-five (125) guest rooms, a minimum of
approximately 1,200 square feet of meeting space and restaurant facilities at which food and
beveraaes are irenared on site for at least two (2) meals er dav and other ancillary facilities sueb-
with the City, from time to time, in order to obtain a building permit(s), provided, however, that
"Improvements" shall not include the Land.
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"Premises" shall collectively mean the Improvements and the Land.
........... . . . ... . ...................... ......... . . . ... . .................. ..... . . .. . .. . .................. . . . .......... . ..... . . ... ....... . ......... .
PACM 37cr
"Related Agreement" shall mean any agreement, other than this Agreement, by and
b,4mmr, y,-zIkVk*waJ id
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 hnprovements, subsequent to the execution of this Agreement.
Tangible Personal Property shall not include inventory, Freeport Goods and Goods in Transil
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 H
General Provisions
2.1 Owner is the owner of the Land, or is under contract to purchase the Land, which Land
is located within the city limits of the City and within the Zone. Owner intends to construct, or cause
to be constructed, the Improvements on the Land. Owner intends to locate and maintain Tangible
Personal Property at the Iraprovements following the Owner's occupancy thereof.
2.2 The Premises are not in an improvement project financed by tax increment bonds.
2.3 'Ibis Agreement is entered into subject to the rights ofthe 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
hereunder, is consistent with the general purposes of encouraging development or redevelopment
within the Zone.
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I'Ax ANATTmFi4T ARFFMN14T - HOLIDAY INN EXPRESS
Cn.T oir Coppwmnn FG
ia, AND Noirmpowr I-lown., Gp, LLC (M. 76079)
Article 1H
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
V hereof, but shall resu in the forfeiture of the tax abatement for the Improvements and the
Tangible Personal Property for such Tax Year.
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
Improvements 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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7 IMMYNTAGREEMENT 11HOLMAY INN EXPRIES's
Crry (,)F COPPELL AM NoRmpoin, lfoju, GR#')trP, LI X (11M. 76079)
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.
4.1 Owner owns or is under contract to purchase the Land and intends to construct or
cause to be constructed thereon the hnprovements. 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.
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
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Majeure to cause Completion of Construction of the Improvements to occur on or before December
31, 2020, as good and valuable consideration for this Agreement, and that all construction of the
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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
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and all applicable state and local laws and regulations (or valid waiver thercol).
Article V
Default: Recapture of Tax Revenue
5.1 In the event the Owner: (i) fails to cause Commencement or Completion of
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A:rFmFm, MmumENT - HouDAY IN E XPRESS
Crry OF COPPELL AIM VOR Tn.]POMT HoTya., GRotip, 1,LC (IM 76079)
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 City, to:
Attn: City Manager
City of Coppell, Texas
P. 0. Box 478
Coppell, Texas 75019
768 Lexington Avenue
Coppell, Texas 75019
MEJM�
Peter G. Smith
Nichols, Jackson, Dillard, Hager & Smith,
L.L.P.
1800 Ross Tower
AM 'T"mom
1"MEM
lipil 111 11 11111!11! 1 IIJJ!J Jill J! 11111 Jill I
8.3 SeverabilLty. 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 Governiniz 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.
8.5 tCo�unt �. 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 EEntfiirKeq-Agg��. This Agreement embodies the complete agreement of the Parties
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8.7 Recitals. The determinations recited and declared in the preambles to this Agreement
are hereby incorporated herein as part of this Agreement.
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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 Ernployment of Un(Locumented Workers. During the term of this Agreement
such Owner contracts.
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8.12 RjgjA 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 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.
. . . ........ . ....... . . ...... ... ......... - - -"
EXECUTED in duplicate originals the a� d y of Kmvtv4mO, 2018.
i
Approved as�Eo >�orm:
By:
Attorney
CITY
By:
EXECUTED in duplicate originals the ��day of �U%vl, V , 2018.
NORTHPOINT HO'�L GROUP, LLC
By:
Suketu B. Patel;
PAGE 10
TAX ABATEMENT AGREEMENT -HOLIDAY
INN EXPRESS
CITY Or COPPELL AND
NORTHPOINT
HOTEL
GROUP, LLC
(TM
76079)
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7(C,rFY OF:' OPPF L ANDoRi ,')1.1armpovip, LLC (M 76079)