SFPLP Holdings Management LLC - 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 SFPLP Holdings Management LLC, a Texas
limited liability company (collectively, the "Owner") (the City and Owner 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, Owner owns or is under contract to purchase land in the Coppell, Texas,
described in Exhibit "A" ("Land"), and intends to construct a building containing approximately
100,000 square feet of office and warehouse/distribution space (hereinafter defined as the
"Improvements") on the Land; and
WHEREAS, Owner's development efforts described herein will create permanent new jobs
in the City; and
PAGE 1 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT - BUILDING 2 - IMPROVEMENTS
CITY OF COPPELL AND SFPLP HOLDINGS MANAGEMENT LLC (TM 121733 ED. 5-19-21)
WHEREAS, the City Council finds that the contemplated use of the 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.
"Base Year Taxable Value" shall mean the Taxable Value for the Land for the year in
which this Agreement is executed (2016).
"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 the
construction of the Improvements on the Land pursuant to the respective plans therefore having
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.
PAGE 2 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT - BUILDING 2 - IMPROVEMENTS
CITY OF COPPELL AND SFPLP MOLDINGS MANAGEMENT LLC (TM 121733 ED. 5-19-21)
"Completion of Construction" shall mean: (i) substantial completion of the Improvements;
and (ii) a final certificate of occupancy has been issued for the occupancy of the Improvements.
"Effective Date" shall mean the last date of execution of this Agreement.
"Expiration Date" shall mean March 1, 2029.
"First Year of Abatement" shall mean the calendar year commencing with January 1 of the
calendar year immediately following the date of Completion of Construction of the Improvements.
"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.
"Improvements" 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
Owner with the City, from time to time, in order to obtain a building permit(s).
"Land" means the real property described in Exhibit "A".
"Owner" shall mean SFPLP Holdings Management LLC, a Texas limited liability company.
"Premises" shall collectively mean the Improvements and the Land.
"Related Agreement" shall mean any agreement, other than this Agreement, by and
between the City and the Owner, its parent company, and any affiliated or related entity controlled
or owned by Owner, or its parent company.
"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, 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.
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.
PAGE 3 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT - BUILDING 2 - IMPROVEMENTS
CITY OF COPPELL AND SFPLP HOLDINGS MANAGEMENT LLC (TM 121733 ED. 5-19-21)
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 Owner shall, before May 1, of each calendar year that the Agreement is in effect,
certify in writing to the City that Owner is in compliance with each term of the Agreement.
2.6 The 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 Improvements, excluding the Land, is at least Ten Million Dollars ($10,000,000.00),
(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 Owner an abatement of eighty percent (80%) for the
Improvements for the First Year of Abatement through and including tax year 2028. The actual
percentage of Taxable Value of the Improvements subject to abatement for each tax year as
provided by this Agreement will apply only to the Improvements subsequent to the execution of
the Original Agreement. The failure of the Improvements 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 Improvements 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.
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.
3.5 The term of this Agreement shall begin on the Effective Date and shall continue
until the Expiration Date, unless sooner terminated as provided herein.
PAGE 4 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT - BUILDING 2 - IMPROVEMENTS
CITY OF COPPELL AND SFPLP HOLDINGS MANAGEMENT LLC (TM 121733 ED. 5-19-21)
Article IV
Improvements
4.1 Owner owns or is under contract to purchase the Land and intends to construct or
cause to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner
to construct the Improvements on the Land, 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
Construction of the Improvements to occur on or before December 31, 2021, and subject to events of
Force Majeure to cause Completion of Construction of the Improvements to occur on or before
December 31, 2024, 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
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.
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
reasonable notice to Owner, and in accordance with visitor access and security policies of the Owner,
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 Owner: (i) fails to cause Commencement or Completion of
Construction of the Improvements in accordance with this Agreement; (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) suffers an event of "Bankruptcy or Insolvency"; or (iv) breaches any of the
terms and conditions of this Agreement or a Related Agreement, then Owner 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 Owner shall, within thirty (30) days after 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 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 Owner, its successors and assigns and shall
PAGE 5 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT - BUILDING 2 - IMPROVEMENTS
CITY OF COPPELL AND SFPLP HOLDINGS MANAGEMENT LLC (TM 121733 ED. 5-19-21)
constitute a tax lien against the Premises, 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 Owner of any of the obligations under this Agreement, the City shall
notify Owner 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 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.
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
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 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 Owner pursuant to the Tax Code, to file an annual exemption
application form with the Chief Appraiser for the appraisal district for 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 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:
PAGE ( AMENDED AND RESTATED TAX ABATEMENT AGREEMENT - BUILDING 2 - IMPROVEMENTS
CITY OF COPPELL AND SFPLP HOLDINGS MANAGEMENT LLC (TM 121733 ED. 5-19-21)
If intended for City, to:
Attn: City Manager
City of Coppell, Texas
P. O. Box 478
Coppell, Texas 75019
If intended for Owner:
Attn: An K. Song,
Manager
SFPLP Holdings Management LLC
1250 Freeport Parkway
Coppell, Texas 75019
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
Owner agrees not to knowingly employ any undocumented workers and if convicted of a violation
under 8 U.S.C. Section 1324a (f), such Owner shall repay the amount of the abated taxes pursuant
to this Agreement as of the date of such violation within one hundred twenty (120) days after the
date such Owner is notified by City of such violation, plus interest at the rate of four percent (4%)
PAGE 7 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT - BUILDING 2 - IMPROVEMENTS
CITY OF COPPELL AND SFPLP HOLDINGS MANAGEMENT LLC (TM 121733 ED. 5-19-21)
compounded annually from the date of violation until paid. Owner is not liable for a violation of
this section by a subsidiary, affiliate, tenant or franchisee of the Owner or by a person with whom
such Owner 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 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.
[Signature Page to Follow]
PAGE 8 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT - BUILDING 2 - IMPROVEMENTS
CITY OF COPPELL AND SFPLP HOLDINGS MANAGEMENT LLC (TM 121733 ED. 5-19-21)
EXECUTED in duplicate originals the 29" day of %r !C , 2021.
Approved as
Un
City Attorney
CITY OF COPPELL, TEXAS
By: � ) g"L"'
Wes Mays, Mayor
Attest:
By:
Ashley II,
sCity Secretary
EXECUTED in duplicate originals the day of 12021.
SFPLP HOLDINGS MANAGEMENT LLC
By:
Jin K. Song, Manager
PAGE 9 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT - BUILDING 2 - IMPROVEMENTS
CITY OF COPPELL AND SFPLP HOLDINGS MANAGEMENT LLC (TM 121733 ED. 5-19-21)
EXECUTED in duplicate originals the2 ' flay of 12021.
CITY OF COPPELL, TEXAS
By: k
Wes Mays, Mayor
Attest:
By: a444,
Ashley O s, City Secretary
Approved as m:
By:
City Attorney
EXECUTED in duplicate originals the10y of '2021.
SFPLP MOLDINGS MANAGEMENT LLC
By: �k4 G �/
Jin K. Song, Manager
PAGE 9 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT - BUILDING 2 - IMPROVEMENTS
CITY OF COPPELL AND SFPLP HOLDINGS MANAGEMENT LLC (TM 121733 ED. 5-19-21)
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