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RE 2000-12-12.2' IEI20100 ~442350 $33.00 , Deed · RESOLUTION NO. 20001212.2 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 INCOLN P O COPPELL III, LIMITED PARTNERSHIP; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE: W~AS, the City Council has been presemed a proposed Tax Abatemere A~eement by ~d mong the City of Coppell, Texas ~d Lincoln P O Coppell ~ Limited P~ners~p, a copy of w~ch is attached hereto ~d inco~orated herein by reference; ~d W~AS, upon ~11 review ~d consideration of the Agreement, ~d ~1 makers related thereto, ~e City Council is of the opinion ~d finds that the terms ~d conditions thereof should be approved, ~d tht ~e Mayor should be authoriz~ to exe~te the A~eement on beh~f of the City of Coppell, Texas; NOW, ~E~FO~, BE IT ~SOLVED BY ~E CITY COUNC~ OF ~E CI~ OF COPPELL, TEXAS, ~T: SECTION 1. The A~eement a~ached hereto having been reviewed by the City Council of the City of Coppell, Texas, ~d found to be acceptable ~d in the best interest of the City ~d its citizens, be, and the s~e is hereby, in M1 t~ngs approved, ~d the Mayor is hereby authorized to execute the A~eement on beh~f of the City of Coppell, Texas. SECTION 2. The City Council finds that the improvements proposed to be built upon ~e Premises described in ~e A~eement will e~ce the economic vitality of the community t~ough a combination of new capit~ investment, increased sMes tax revenues, ~d the creation of additionM job oppo~nities. SECTION 3. The t~ abatement to be granted by ~e Agreement will not include inventor, ~d supplies. SECTION 4. The improvements proposed for ~e Premises w~l accomplish the tax abatement ~idelines of the City of Coppell, Texas. 1 36684 03919 SECTION 5. 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 City Manager included a copy of the Agreement approved by this Resolution· SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the 12th day of December, 2000. CITY OF~ CANDY SHEEHAN ATTEST: SECRETLY .............. ,,, · ROt)E'~v'F E. HXGE~TY ATTORNEY 36684 STATE OF TEXAS § § 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"), duly acting herein by and through its Mayor, and Lincoln P O Coppell III Limited Parmership ("Owner'), acting by and through its authorized officer. WITNESSETH: WHEREAS, the City Council of the City of Coppell, Texas, (the "City"), passed an Ordinance (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 29 (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, Owner'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 Premises (hereinafter defined), the contemplated improvements to the Premises thereto in the amount set forth in this Agreement, and the other terms hereof 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 (hereinafter defined) to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been fumished, in the manner prescribed by the Tax Code, to the presiding officers of the goveming bodies of each of the taxing units in which the Premises is located; and TAX ABATEMENT AGREEMENT - Page 1 36682 , ,2rc 21 6 03921, WItEREAS, the City desires to enter into an agreement with Owner, the proposed owner of the Premises within the Tax Abatement Reinvestment Zone for the abatement of taxes pursuant to Chapter 312 of the Tax Code as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other 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 conUibutes to the economic development of Coppell and the enhancement of the tax base in the City, the parties agree as follows: GENERAL PROVISIONS 1. Owner is the owner of the real property described in Exhibit "A" attached hereto and made a part hereof for all purposes (the "Premises" hereinafter defined), which real property is located within the city limits of the City and within the Zone. 2. The Premises are not in an improvement project financed by tax increment bonds. 3. This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 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 goveming body of any taxing units joining in or adopting this Agreement. TAX ABATEMENT AUTHORIZED 5. This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines and Criteria, and approved by resolution of the City Council of the City authorizing the execution of this Agreement. 6. Subject to the tenus and conditions of this Agreement, and provided the Taxable Value for the Improvements is at least Five Million Five Hundred Thousand Dollars ($5,500,000) as of January 1 of the First Year of Abatement and as of January 1 of each year thereafter this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value for the Improvements, the year in which this Agreement is executed (base year/2000). 7. The period of tax abatement herein authorized shall be for a period of five (5) years. TAX ABATEMENT AGREEMENT - Page 2 36682 ':zgr2t 6 039 2. 8. During the period of tax abatement herein authorized, Owner shall be subject to all City taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. DEFINITIONS 9. Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: A. The "Base Year Taxable Value" shall mean the total assessed taxable value for the Premises for the year in which the Tax Abatement Agreement is executed (2000). B. An "Event of Bankruptcy or Insolvency" shall mean the dissolution or termination of Owner's existence as a going business, insolvency, appointment of receiver for any part of Owner'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 Owner and such proceeding is not dismissed within ninety (90) days after the filing thereof. C. The "First Year of Abatement" shall mean January 1, 2001. D. "Force Maj eure" shall mean any contingency or cause beyond the reasonable control of Owner 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 Owner), fires, explosions or floods, strikes, slowdowns or work stoppages. E. The "Improvements" shall mean the contemplated improvements to be constructed on the Premises and as further described herein. F. The "Premises" shall mean the real property described in Exhibit "A" attached hereto and incorporated herein for all purposes including any improvements but excluding Tangible Personal Property which is added thereto subsequent to the execution of this Agreement; G. "Taxable Value" means the appraised value as certified by the Appraisal District as of January 1 of a given year. IMPROVEMENTS 10. Owner owns the real property described in Exhibit "A" and agrees to construct or cause to be constructed thereon a one (1) story office/warehouse building containing 115,200 square feet (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) (the "Improvements"). The cost of the Improvements excluding the land shall be TAX ABATEMENT AGREEMENT - Page 3 36682 at least Five Million Five Hundred Thousand Dollars ($5,500,000). Nothing in this Agreement shall obligate Owner to construct the Improvements on the Premises, but said action is a condition precedent to tax abatement pursuant to this Agreement. CONSTRUCTION OF IMPROVEMENTS 11. As a condition precedent to the initiation of tax abatement pursuant to this Agreement, Owner will diligently and faithfully, in good and workmanlike manner, and pursue the completion of the contemplated Improvements on or before December 31, 2001, 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); provided, that Owner shall have such additional time to complete and maintain the Improvements as may be required in the event of "Force Majeure," if Owner is diligently and faithfully pursuing completion of the Improvements. 12. Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. Owner agrees that the Improvements shall be used only as an office/warehouse building for a period of five (5) years commencing on the date a certificate of occupancy is issued for the Improvements. t3. The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with Owner's visitor access and security policies, in order to insure 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). GENERAL REQUIREMENTS 14. Construction plans for the Improvements constructed on the Premises will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 15. Alter completion of the Improvements, Owner shall certify in writing to the City the construction cost of the Improvements. Owner shall also annually certify to the City that it is in compliance with each term of the Agreement. 16. The Premises and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City's Comprehensive Zoning Ordinance, as mended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. 17. Owner agrees to provide to the tenants of the Premises, the benefit of the abatement of real property taxes granted herein. Owner shall, upon written request, provide the City with satisfactory evidence that the benefits of this Agreement have been provided to the tenants of the Premises. TAX ABATEMENT AGREEMENT - Page 4 36682 ::m 246 0392 DEFAULT: RECAPTURE OF TAX REVENUE 18. In the event Owner: (i) fails to complete the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or State sales taxes owed to the City with respect to the Premises (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has any "Event of Bankruptcy or Insolvency"; or (iv) breaches any of the terms and conditions of this 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, Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid to the City without benefit of a tax abatement with interest 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 property tax revenue lost, including interest as a result of this Agreement, shall be recoverable against Owner, its successors and assigns and shall constitute a tax lien on the Premises and shall become due, owing and shall be paid to the City within thirty (30) days after termination. 19. Upon breach by Owner of any obligations under this Agreement, the City shall notify Owner in wriling. Owner 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 a thirty (30) day period, and Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City shall extend the period in which the violation must be cured for a reasonable period of time not to exceed thirty (30) days to enable Owner to cure the default. 20. If Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement by written notice to Owner. 21. 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 sixty (60) days after a notice of termination is made. 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 tax revenue abated for the purposes of the Agreement shall be based upon the full Taxable Value without tax abatement for the years in which tax abatement hereunder was received by Owner with respect to the Premises 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 sixty (60) day payment period. ANNUAL APPLICATION FOR TAX EXEMPTION; RENDITION 22. It shall be the responsibility of Owner, pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for each Appraisal District in which the TAX ABATEMENT AGREEMENT - Page 5 36682 03925 eligible taxable property has sims. A copy of the exemption application shall be submitted to the City. SUCCESSORS AND ASSIGNS 23. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and assigns. This Agreement may be assigned with the consent of the City Manager. After any permitted assignment, all references to Owner herein shall thereafter be a reference to Owner's successor with respect to any obligations or liabilities occurring or arising after the date of such assignment. NOTICE 24. 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 mall, postage prepaid, or by hand or ovemight delivery: If intended for Owner, to: Attn: Thomas H. Kuhlmann Lincoln P O Coppell III Limited Partnership 3300 Lincoln Plaza 500 N. Akard Street Dallas, Texas 75201 If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 CITY COUNCIL AUTHORIZATION 25. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. TAX ABATEMENT AGREEMENT - Page 6 36682 SEVERABILITY 26. 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. APPLICABLE LAW 27. This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. This Agreement is performable in Dallas County, Texas. COUNTERPARTS 29. 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. ENTIRE AGREEMENT 29. 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. CONVENANTS RUNNING WITH THE PREMISES 30. The provisions of this Agreement are hereby declared covenants running with the Premises and are fully binding on all successors, heirs, and assigns of Owner who acquire any right, title, or interest in or to the Premises, or any part thereof. Any person who acquires any fight, title, or interest in or to the Premises, or any part hereof, thereby agrees and covenants to abide by and fully perform the provisions of this Agreement with respect to the right, title or interest in such Premises. RECORDATION OF AGREEMENT 31. A certified copy of this Agreement shall be recorded in the Deed Records of Dallas County, Texas. INCORPORATION OF RECITALS 32. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. TAX ABATEMENT AGREEMENT - Page 7 36682 03927 EXHIBITS 33. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. EXECUTED in duplicate originals this the 14th day of Dec., 2000. CITY OF C~~LL~_T~ ~~ By: ~~ ~ C FY hxI'71ClAYOR ATTEST: , CITY SECRETARY AGREED AS TO FORM: PETER G. SMITH, CITY ATTORNEY EXECUTED in duplicate originals this the 1st day of December, 2000. LINCOLN P O COPPELL III LIMITED PARTNERSHIP, a Delaware limited parmership By: Lincoln-Coppell III, Ltd., a Texas limited partnership, general partner By: Lincoln GP Coppell III, Inc., a Texas corporation, general partnership H. Kuhlman, Vice President TAX ABATEMENT AGREEMENT - Page 8 36682 03928 CITY'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on the 14th day of December 2000, by Candy Sheehan, Mayor of the City of Coppell, Texas, a Texas mtmic~pality, on behalf of said municipality. Notary Texas TAX ABATEMENT AGREEMENT - Page 9 366s2 .zG!i2 6 03929 OWNER'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before mc on the 1st day of December 2000, by Thomas H. Kuhlman, being the Vice President of Lincoln GP Coppell III, Inc., a Texas corporation, general parmet of Lincoln-Coppell III, Ltd., a Texas limited partnership, general partner of Lincoln Coppell P O III Limited Partnership, a Delaware limited partnership, on behalf of said partnership. ~' Notary Public, State of Texas My Commission Expires: TAX ABATEMENT AGREEMENT - Page 10 36682 03930 EXHIBIT A THE LAND BEING a tract of land situated in the CORDELlA BOWEN SI~lVEY, Abstract No. 56, and being all of that tract of land described in deed to Stanley Davidow as recorded in Volume 96142, Page 6377, Deed Records, Dallas County, Texas (D.R.D.C.T.), and being more particularly described as follows: BEGINNING at a 1/2-inch set iron rod with a cap stamped* 'Halff Assoc. Inc." at the most northerly point on a comer clip at the intersection of the south line of Wrangler Drive, formerly known as Cowboy Drive, (60 foot right-of-way) and the east line Crestside Drive (60 foot right-of-way); THENCE North 89 degrees 59 minutes 35 seconds East, along. said south line of Wrangler Drive a distance of 610.03 feet, to a 1/2-inch set iron rod with "Halff" cap for comer; THENCE South 44 degrees 45 minutes 12 seconds East, continuing along said south line a distance of 21.12 feet, to a 1/2-inch found iron rod in the west line of Lakeshore Drive (60 foot right-of-way) for comer; THENCE South 00 degrees 30 minutes 00 seconds West, departing said south line and along said west line of Lakeshore Drive a distance of 677.24 feet, to a 1/2-inch set iron rod with' 'Halff' cap for comer at the northeast comer of a tract of land described in deed to Elizabeth H. Orr as recorded in Volume 94195, Page 1630, D.R.D.C.T.; THENCE North 89 degrees 30 minutes 00 seconds West, departing said west line and along the north line of said Orr tract, a distance of 320.00 feet, to a 5/8-inch found iron rod for the northwest comer of said Orr tract, said comer lying on the east line of Essex Wire Addition, an addition to the City of Coppell, Texas as recorded in Volume 87189, Page 3370, D.R.D.C.T.; THENCE North O0 degrees 30 minutes 00 seconds East, departing said north line and along the east line of said Essex Wire Addition, a distance of 206.13, to an "X" found in concrete for the no.rtheast comer of said Essex Addition; THENCE North 89 degrees 30 minutes 00 seconds West, departing said east line and along the north line of said Essex Addition a distance of 320.00 feet, to a 1/2-inch found iron rod for comer, said comer lying on the aforementioned east line of said Crestside Drive; THENCE North O0 degrees 30 minutes 00 seconds East, departing said north line and along said east line, a distance of 465.44 feet, to a 1/2-inch set iron rod with "Halff" cap for comer; THENCE North 45 degrees 14 minutes 48 seconds East, continuing along said east line a distance of 21.31 feet to the POINT OF BEGINNING AND CONTAINING 375,031 square feet or 8.609 acres of land, more or less.