Naterra International, Inc. - Amended and Restated Tax Abatement Agreement-CN 2021-05-25STATE 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 among the City of Coppell, Texas (the "City"), and Naterra International, Inc., a Texas
corporation (the "Lessee") (the City and Lessee collectively referred to as the "Parties" or singularly
as a "Party"), acting by and through their authorized representatives.
WITNESSETH:
WHEREAS, the Parties previously entered into that certain Tax Abatement Agreement
dated January 10, 2017 (the "Original Agreement"); and
WHEREAS, the Parties desire to amend and restate the Original Agreement; as set forth
herein; and
WHEREAS, the City Council of the City of Coppell, Texas, (the "City Council"), passed an
Ordinance (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 110 (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, SFPLP Holdings Management LLC is the owner of the Land and intends to
construct a building containing approximately 100,000 square feet of office and
warehouse/distribution space (hereinafter defined as the "Improvements" or the "Leased Premises")
on the Land; and
WHEREAS, Lessee has leased or intends to enter into a lease of the Improvements for a
period of at least ten (10) years (hereinafter defined as the "Lease") and intends to locate Tangible
Personal Property (hereinafter defined) at the Leased Premises; and
PAGE 1 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT -BUILDING 2 - BPP
CITY OF COPPELL AND NATERRA INTERNATIONAL INC. (TM 121719 ED. 5-18-21)
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), and the contemplated Improvements 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
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 are located; 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
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 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 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.
"City" shall mean the City of Coppell, Texas, acting by and through its City Manager, or
designee.
"Effective Date" shall mean the last date of execution of this Agreement.
"Expiration Date" shall mean March 1, 2029.
PAGE 2 AMENDED AND RLS] A"TED TAx ABATEMENT AGREEMENT - BUILDING 2 - BPP
CITY OF COPPELL AND NATERRA INTERNATIONAL INC. (TM 121719 ED. 5-18-21)
"First Year of Abatement" shall mean the calendar year commencing with January 1 of the
calendar year immediately following the date a certificate of occupancy has been issued by City
for occupancy of the leased Premises by Lessee.
"Force Majeure" shall mean any contingency or cause beyond the reasonable control of a
Parry 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 Parry), 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.
"Improvements" or "Leased Premises" shall mean the building containing approximately
100,000 square feet of office and warehouse/distribution 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 Lessee with the City, from time to time, in order to obtain a building permit(s).
"Land" means the real property described in Exhibit "A".
"Lease" shall mean Lessee's lease of the Leased Premises for a period of ten (10) years
commencing on the First Year of Abatement.
"Lessee" shall mean Naterra International, Inc., a Texas corporation.
"Related Agreement" shall mean any agreement, other than this Agreement, by and
between the City and the Lessee, its parent company, and any affiliated or related entity controlled
or owned by Lessee, or its parent company.
"Required Use" shall mean Lessee's continuous occupancy of the Leased Premises and the
continuous operation of an office and warehouse/distribution for health and beauty care products
at the Leased Premises.
"Tangible Personal Property" shall mean furniture, fixtures and equipment owned or
leased by Lessee 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 1 of a given year.
PAGE 3 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT - BUILDING 2 - BPP
CITY OF COPPELL AND NATERRA INTERNATIONAL INC. (TM 121719 ED. 5-18-21)
Article II
General Provisions
2.1 Lessee has or intends to enter into the Lease to locate and maintain Tangible Personal
Property at the Leased Premises following the Lessee's occupancy thereof.
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 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, or any member of the
governing body of any taxing units joining in or adopting this Agreement.
2.5 Lessee shall, before May 1, of each calendar year that the Agreement is in effect,
certify in writing to the City that Lessee is in compliance with each term of the Agreement.
2.6 The Leased Premises 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 Tangible Personal Property is at least Two Million Dollars ($2,000,000.00) (the
"Minimum Taxable Value") as of the First Year of Abatement and as of January 1 of each tax year
subject to abatement, the City hereby grants Lessee an abatement of eighty percent (80%) for the
Tangible Personal Property for the First Year of Abatement through and including tax year 2028.
The actual percentage of Taxable Value of the Tangible Personal Property subject to abatement for
each tax year as provided by this Agreement will apply only to the Tangible Personal Property
located at the Leased Premises subsequent to the execution of the Original Agreement. The failure
of the Tangible Personal Property to have the Minimum Taxable Value as of as of any given Tax
Year shall not be an event of default subject to termination and repayment of the abated taxes
pursuant to Article V hereof but shall result in the forfeiture of the tax abatement for the Tangible
Personal Property for such Tax Year.
3.3 The period of tax abatement herein authorized shall be the First Year of Abatement
through and including tax year 2028.
PAGE 4 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT -BUILDING 2 - BPP
CITY OF COPPELL AND NATERRA INTERNATIONAL INC. (TM 121719 ED. 5-18-21)
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 inventory.
3.5 Lessee agrees, subject to events of Force Majeure, to continuously lease (or own)
and occupy the Leased Premises during the term of this Agreement.
3.6 During the term of this Agreement beginning with the First Year of Abatement 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 the Expiration Date, unless sooner terminated as provided herein.
Article IV
Improvements
4.1 Lessee has leased, or intends to enter into the Lease, and locate Tangible Personal
Property at the Leased Premises. Nothing in this Agreement shall obligate Lessee to enter into the
Lease, or to locate Tangible Personal Property at the Leased Premises, but said actions are conditions
precedent to tax abatement pursuant to this Agreement.
4.2 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.
4.3 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 ensure 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 the Lessee: (i) fails to enter the Lease in accordance with this Agreement;
(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 or a Related
Agreement, 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 demand, 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
PAGE 5 ANI ENDED AND RESTATED TAX ABATEh1ENT AGREEMENT—BUILDING 2 - BPP
CH NOF COPPELL AND NATERRA INTERNATIONAL INc. (TM 121719 ED. 5-18-21)
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 such 30 -day period, and 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 Lessee 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 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 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.
Article VI
Annual Application for Tax Exemption
It shall be the responsibility of Lessee 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. A copy of the exemption application shall be submitted to the City upon request.
Article VII
Annual Rendition
Lessee shall annually render the value of the Tangible Personal Property 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:
PAGE 6 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT- BUILDING 2 - BPP
CITY OF COPPELL AND NATERRA INTERNATIONAL INC. (TM 121719 ED. 5-18-21)
If intended for City, to:
Attn: City Manager
City of Coppell, Texas
P. O. Box 478
Coppell, Texas 75019
If intended for Lessee:
Attn: Jin K. Song,
Chief Executive Officer
Naterra International, Inc.
1200 Lakeside Parkway
Building 3, Suite 300
Flower Mound, Texas 75028
With a copy to:
Peter G. Smith
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
1800 Ross Tower
500 North Akard
Dallas, Texas 75201
8.2 Authorization. This Agreement was authorized by resolution of the City Council.
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 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 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 Employment of Undocumented Workers. During the term of this Agreement
Lessee agrees not to knowingly employ any undocumented workers and if convicted of a violation
under 8 U.S.C. Section 1324a (f), such Lessee shall repay the amount of the abated taxes pursuant
PAGE 7 AMENDED AND RESTATED TAX A BATENI ENT AGREEMENT - BUILDING 2 - BPP
CITY OF COPPELL AND NATERRA INTERNATIONAL INC. (TM 121719 ED. 5-18-21)
to this Agreement as of the date of such violation within one hundred twenty (120) days after the
date such Lessee is notified by City of such violation, plus interest at the rate of four percent (4%)
compounded annually from the date of violation until paid. Lessee is not liable for a violation of
this section by a subsidiary, affiliate, tenant or franchisee of the Lessee or by a person with whom
such Lessee contracts.
8.10 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of
time following the termination of this Agreement shall survive termination.
8.11 Successor and Assigns. This Agreement shall be binding on and inure to the
benefit of the Parties 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.
8.12 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, a Related
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 AMENDED AND RESTATED TAx ABA'CEMENT AGREEMENT' - BUILDING 2 - BPP
CITY OF COPPELL AND NATERRA INTERNATIONAL INC. (TM 121719 ED. 5-18-21)
EXECUTED in duplicate originals the;94'411day of , 2021.
CITY OF COPPELL, TEXAS
By: IAA�
Wes Mays, Mayor
App
Lm
Attest:
By:
Ashley Owe City Secretary
EXECUTED in duplicate originals the�ay of , 2021.
NATERRA INTERNATIONAL, INC.
By:
-V7?!� � I vw�A
Jin K. Song, Chief Executive ff1 er
PAGE 9I AMENDED AND RESTATED TAX ABATEMENT AGREEMENT - BUILDING 2 - BPP
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