RE 2022-1213.3 Tax Abatement: Rochester Sensors, LLC1
RESOLUTION NO. 2022-1213.3
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 ROCHESTER
SENSORS, LLC; 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 Rochester Sensors, LLC, for Tax Abatement
Reinvestment Zone No.114 (the “Agreement”), a copy of which is attached hereto and incorporated
herein by reference; and
WHEREAS, the City of Coppell, as required by Tax Code Section 312.207, caused notice to
be posted of the meeting at which the Agreement is to be approved by the City Council; 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 City Council finds that the use of the Leased 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 use of the Leased Premises is consistent with and will accomplish the
tax abatement guidelines of the City of Coppell, Texas.
PAGE 1 TAX ABATEMENT AGREEMENT
CITY OF COPPELL AND ROCHESTER SENSORS, LLC TM 130848
STATE OF TEXAS §
§
COUNTY OF DALLAS §
TAX ABATEMENT AGREEMENT
This Tax Abatement Agreement (“Agreement”) is entered into by and between the City of
Coppell, Texas (the “City”), and Rochester Sensors, LLC, a Texas limited liability company (the
“Lessee”) (the City and Lessee collectively referred to as the “Parties” or singularly as a “Party”), acting
by and through their authorized representatives.
W I T N E S S E T H:
WHEREAS, the City Council of the City of Coppell, Texas (the “City Council”), passed an
Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 114 (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
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 leased or intends to lease approximately 80,350 square feet of office
and warehouse distribution space in the building located at 1025 S. Belt Line Road., Suite 100,
Coppell, Texas 75019 (the “Leased Premises”); and
WHEREAS, Lessee specializes in engineering innovative solutions; and
WHEREAS, Lessee 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), is consistent with encouraging development of the Zone in accordance with the
PAGE 2 TAX ABATEMENT AGREEMENT
CITY OF COPPELL AND ROCHESTER SENSORS, LLC TM 130848
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 Leased Premises 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;
WHEREAS, this Agreement was approved at a regularly scheduled meeting of the City
Council of the City;
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 of the calendar year following the fifth (5th) anniversary
date of the First Year of Abatement.
“First Year of Abatement” shall mean the calendar year commencing on January 1, of the
calendar year immediately following the date a certificate of occupancy has been issued by the City
for the occupancy of the Leased Premises by Lessee.
PAGE 3 TAX ABATEMENT AGREEMENT
CITY OF COPPELL AND ROCHESTER SENSORS, LLC TM 130848
“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, terrorism, civil
commotion, insurrection, government or de facto governmental action, restrictions or interferences
(unless caused by the intentional acts or omissions of the Party), fires, explosions, floods or other
inclement weather, strikes, slowdowns or work stoppages, incidence of disease or other illness that
reaches outbreak, epidemic, or pandemic proportions or similar causes that results in a reduction of
labor force or work stoppage in order to comply with local, state, or national disaster orders,
construction delays, shortages or unavailability of supplies, materials or labor, necessary
condemnation proceedings, or any other circumstances which are reasonably beyond the control of
the Party obligated or permitted under the terms of this Agreement to do or perform the same,
regardless of whether any such circumstances are similar to any of those enumerated or not, the Party
so obligated or permitted shall be excused from doing or performing the same during such period of
delay, so that the time period applicable to such obligation or performance shall be extended for a
period of time equal to the period such Party was delayed, provided the Party whose performance is
delayed provides written notice to the other Party not later than fifteen (15) business days after the
last day of the month of the occurrence of the event(s) or condition(s) causing the delay or the date
the Party whose performance has been delayed becomes aware or should have reasonably known of
the event, describing such event(s) and/or condition(s) and the date on which such event(s) and/or
condition(s) occurred.
“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.
“Lease” shall mean Lessee’s lease of the Leased Premises for a period of at least seven (7)
years commencing on the First Year of Abatement.
“Lease Inception Date” shall mean the date the term of the Lease commences but not later
than December 31, 2022.
“Leased Premises” shall mean approximately 80,350 square feet of office and warehouse
distribution space in the building located at 1025 S. Belt Line Road., Suite 100, Coppell, Texas 75019.
“Lessee” shall mean Rochester Sensors, LLC, a Texas limited liability company.
“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 the Leased Premises as its global headquarters and light manufacturing
warehouse service.
PAGE 4 TAX ABATEMENT AGREEMENT
CITY OF COPPELL AND ROCHESTER SENSORS, LLC TM 130848
“Tangible Personal Property” shall mean furniture, fixtures and equipment owned or leased
by Lessee and located at the Leased Premises, subsequent to the execution of this Agreement.
Tangible Personal Property shall not include inventory, supplies, 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 and to locate and maintain Tangible Personal
Property at the Leased Premises.
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, 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 Three Million Six Hundred Thousand Dollars
($3,600,000.00) (the “Minimum Taxable Value”), as 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
seventy-five percent (75%) 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 sub sequent to the
PAGE 5 TAX ABATEMENT AGREEMENT
CITY OF COPPELL AND ROCHESTER SENSORS, LLC TM 130848
execution of this Agreement. The failure of the Tangible Personal Property to have a Taxable Value
of at least Three Million Six Hundred Thousand Dollars ($3,600,000.00) as of January 1 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 for a period of five (5) consecutive
years beginning the First Year of Abatement.
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, if any, with respect
to the Leased Premises.
3.5 Lessee agrees, subject to events of Force Majeure, to continuously lease (or own) and
occupy the Leased Premises for a p eriod of at least seven (7) years beginning with the First Year of
Abatement.
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 As a condition precedent to the initiation of the Lessee’s tax abatement pursuant to this
Agreement, Lessee agrees, subject to events of Force Majeure, to enter into the Lease on or before
December 31, 2022; and to occupy the Leased Premises on or before May 1, 2023.
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.
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 Leased Premises are in accordance with this
Agreement and all applicable state and local laws and regulations (or valid waiver thereof).
PAGE 6 TAX ABATEMENT AGREEMENT
CITY OF COPPELL AND ROCHESTER SENSORS, LLC TM 130848
Article V
Default: Recapture of Tax Revenue
5.1 In the event the Lessee: (i) fails to lease the Leased Premises 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 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, and Lessee 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 based on an uncured default 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
PAGE 7 TAX ABATEMENT AGREEMENT
CITY OF COPPELL AND ROCHESTER SENSORS, LLC TM 130848
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:
If intended for City, to:
Attn: City Manager
City of Coppell, Texas
P. O. Box 478
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
If intended for Lessee, to:
Attn: Benjamin Lease
Rochester Sensors, LLC
1025 S. Belt Line Road, Suite 100
Coppell, Texas 75019
With a copy to:
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.
PAGE 8 TAX ABATEMENT AGREEMENT
CITY OF COPPELL AND ROCHESTER SENSORS, LLC TM 130848
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 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.
8.13 Conditions Precedent. This Agreement is subject to, and the obligations of the Parties
are expressly conditioned upon the following: (i) Lessee having entered the Lease on or before
December 31, 2022; and (ii) Lessee having occupied the Leased Premises on or before the Lease
Inception Date.
[Signature Page to Follow]
EXECUTED in duplicate originals the 13 day of December , 2022.
CITY OF COPPELL, TEXAS
By:_.....,(A..........,._)�_ --_ �-11 __ · ___ -__ _WesMay�� Attest: EXECUTED in duplicate originals the __ day of _______ , 2022.
ROCHESTER SENSORS, LLC
By: _________________ _Benjamin Lease
PAGE9 TAX ABATEMENT AGREEMENT
CITY OF COPPELL AND ROCHESTER SENSORS, LLC TM 130848