RE 2000-12-12.3 RESOLUTION NO. 20001212.3
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 CATELLUS DEVELOPMENT
CORPORATION; 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 among the City of Coppell, Texas and Catellus Development Corporation, a copy .~f:~l~t~s7 8 7
attached hereto and incorporated herein by reference; and
12/20/00 2442349 $33.00
!~ ent
WHEREAS, upon full review and consideration of the Agreem , 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 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 of additional
job opportunities.
SECTION 3. The tax abatement to be granted by the Agreement will not include
inventory, and supplies.
SECTION 4. The improvements proposed for the Premises will accomplish the tax
abatement guidelines of the City of Coppell, Texas.
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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 aftnative 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 12 thdaY of December 2000.
CANDY SHEEHAN, MAYOR
ATTEST:
LIBBY BALL, CITY SECRETARY
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2 36685
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 Catellus
Development Corporation, a Delaware corporation ("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. 28 (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
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WHEREAS, a copy of this Agreement has been fumished, 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 is located; and
WHEREAS, 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 mended;
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 contributes 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" hereinafier 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 terms and conditions of this Agreement, and provided the Taxable
Value for the Improvements is at least Seven Million Dollars ($7,000,000) 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
with such five (5) year period commencing on the First Year of Abatement.
TAX ABATEMENT AGREEMENT - Page 2 36233
03908
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 of the calendar year
immediately following the issuance of a certificate of occupancy for the Improvements.
D. "Force Majeure" 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 certain a two (2) story office building containing 100,000 square
feet (and other ancillary facilities such as reasonably required parking and landscaping more fully
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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
at least Seven Million Dollars ($7,000,000). 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, 2002, 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 building for a period of five (5) years commencing on
the date a certificate of occupancy is issued for the Improvements.
13. 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. After 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 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.
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
TAX ABATEMENT AGREEMENT - Page 4 36233
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satisfactory evidence that the benefits of this Agreement have been provided to the tenants of the
Premises.
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 trader this Agreement, the City shall
notify Owner in writing. 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 may extend the period in which the violation must be cured.
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
TAX ABATEMENT AGREEMENT - Page 5 36233
0391
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
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. Notwithstanding the foregoing,
Owner shall be entitled to assign its rights and obligations under this Agreement to (i) Catellus
Commercial Group, LLC, a Delaware limited liability company CCCG"), a wholly owned
subsidiary of Owner, or (ii) any other entity controlled by or under common control with Owner or
CCG, or (iii) any entity acquiring all or substantially all of the assets of Owner or CCG, without the
consent of any other person or entity, including, without limitation, the City, the Mayor, the City
Council or 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 mail, postage prepaid,
or by hand or ovemight delivery:
If intended for Owner, to:
Attn: Stephen L. Bryan
Catellus Development Corporation
4545 Fuller Drive
Suite 100
Irving, Texas 75038
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
TAX ABATEMENT AGREEMENT - Page 6 36233
,zal: 2/4 6 0 3 9 12
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.
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
28. 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 a~tached 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 right, 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.
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INCORPORATION OF RECITALS
32. The determinations recited and declared in the preambles to this Agreement are
hereby incorporated herein as part of this Agreement.
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.
By:
CANDY'S~EE~MX~O'R
ATTEST:
By: ~
SECRETARY
AGREED AS TO FORM:
By://Td.,~ ~
'Is'ETER G. S1VItlTH, CITY ATTORNEY
EXECUTED in duplicate originals this the 3 day of Nov ,2000.
CATELLUS DEVELOPMENT CORPORATION
Name:
Tide:
TAX ABATEMENT AGREEMENT - Page 8 36233
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 municipality, on behalf of
said municipality.
My Commission Expires:
TAX ABATEMENT AGREEMENT - Page 9 36233
· 'za~2tt6 039 i S
OWNER'S ACKNOWLEDGMENT
STATE OF '~ t(/:L"% §
COUNTY OF"'F)I3L J~/~L.~ §
Thi instrument w cknowledged before me on the
Development Corporation, a Delaw~e coloration, on behalf of said coloration.
Not~ Public, State
My Comission Expires:
NOT~Y PUBLIC
TAX ABATEMENT AGREEMENT - Page 10 36233
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EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
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