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121 BP Phase 1-AG 991214  -.---~,./~ lhe City Wiih A Beautiful Future ~ CITY COUNCIL MEETING: December 14, 1999 ITEM ITEM CAPTION: Consider approval of an Economic Development Incentive Agreement between the City of Coppell and Coppell 121 Partners; and authorizing the Mayor to sign. APP,qOVED BY ,,.,r'ITY COUNCIL DATE TITLE: ~ D~e. ctor of Engineering/Public Works STAFF COMMENT'& - ............ The attached agreement is an Economic Development Incentive Agreement in which Coppell 121 Partners is agreeing to develop approximately 21 acres of land in Coppell with 4 one-story office buildings and/or warehouses containing approximately 161,000 square feet. In addition to the office development, Coppell 121 Partners has also agreed to construct Northwestern Drive from Canyon Drive to its southern property line. This road will be continued in the fiature to Freeport Parkway, which will provide direct access to S.H. 121 when constructed. A thoroughfare connection in that general vicinity is shown in our Thoroughfare Plan as a connection to Freeport Parkway. A similar agreement was approved for the GTE development in the same vicinity in late 1998. Staff recommends approval of the Economic Development Incentive Agreement between the City of Coppell and the Coppell 121 Partners and authorizing the Mayor to sign. Staff will be available to answer questions at the Council meeting. BUDGET AMT. $ AMT. EST. $ +k-BID $ FINANCIAL COMMENTS :x~N'~ DIR. INITIALS: g'l FIN. REVIEW'~ CITY MANAGER REVIEW: Agenda Request Form - Revised 2,-'99 Document Name: #9912146 STATE OF TEXAS § § ECONOMIC DEVELOPMENT § INCENTIVE AGREEMENT COUNTY OF DALLAS § This Economic Development Incentive Agreement ("AGREEMENT") is made by and between the City of Coppell, Texas ("CITY"), acting by and through its Mayor, and Coppell 121 Partners, L.P., a Delaware Limited Partnership ("OWNER"), acting by and through their respective authorized representative. WlTNESSETH: WHEREAS, the enhancement of the local economy is in the best interest of the citizens oftl~,e CITY; and WHEREAS, economic development incentives encourage businesses and companies to locate or expand operations in the CITY; and WHEREAS, the CITY has adopted programs for promoting economic development incentives; and WHEREAS, the CITY is authorized pursuant to Section 380, Texas Local Government Code to provide economic development incentives; and WHEREAS, OWNER owns property in the One Twenty One Business Park Phase I Addition approximately twenty-one (21) acres of land located in Coppell, Texas described in Exhibit "A" attached hereto (the "PREMISES"); and. WHEREAS, OWNER intends to construct on the PREMISES four (4) one-story office buildings and/or warehouses approximately 161,000 combined square feet (the "IMPROVEMENTS"); and WHEREAS, OWNER has advised the CITY that a contributing factor that would induce OWNER to construct the IMPROVEMENTS would be an agreement by the CITY to provide an economic development incentive to OWNER to defray a portion of the cost to be incurred as a consequence of developing the PREMISES and locating within the CITY; and WHEREAS, the CITY has found and determined that making a conditional economic development incentive grant to OWNER in accordance with this AGREEMENT will ~rther the objectives of the CITY and ~vill benefit the CITY and its inhabitants. NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions hereinat~er set forth and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ECONOMIC DEVELOPMENT INCENTIVE AGREEMEN-F - Page 1 ss2636s ARTICLE I Term 1. This AGREEMENT shall commence on the date on which all parties hereto have executed this AGREEMENT and continue until the satisfaction of Paragraphs 2 and 3 by the parties. ARTICLE II Economic Development Grant 2. Subject to OWNER's continued satisfaction of all the terms and conditions of this AGREEMENT, CITY agrees to provide the following economic development grant: A. CITY agrees to provide OWNER a credit against or otherwise waive current and future roadway impact fees to be assessed against the PREMISES as a result of the development described herein, in an amount equal to the roadway impact fees that will be due and payable upon development of the PREMISES, not to exceed One Hundred Seventy-Five Thousand Dollars ($175,000) for the PREMISES. The parties agree that the CITY shall not be required to pay a refund in cash or cash equivalent for any portion of such credit or waiver to OWNER or any other party. Conditions to Economic Development Grant 3. OWNER shall construct or cause to be constructed Northwestern Drive south from Corporate Parkway to the southern property line of the PREMISES. Street construction shall meet all CITY standards. Invoices shall be provided to the CITY upon request. In no event will the CITY be financial responsible for costs that exceed the amount of the credit for the roadway impact fees. 4. OWNER shall design and has construct or cause to be designed and constructed the sanitary sewer improvements described in plans submitted to and approved by the CITY and which are incorporated herein for all purposes. These improvements are generally described as increasing the size of an existing sanitary sewer line along the eastern boundary of the premises and through Corporate Park Boulevard and to the site where GTE is located to the north. ARTICLE IH Termination 5. In the event OWNER fails to meet any of the conditions of this AGREEMENT, then CITY shall give OWNER written notice of such failure, and if OWNER has not cured such failure within thirty (30) days at~er receipt of such written notice, this AGREEMENT subject to the provisions of Paragraph 8 below, may be terminated by the CITY without further notice. ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 2 ss26368 ARTICLE IV Recapture of Grant 6. In the event OWNER fails in the performance of any of the following conditions: (i) completion of the IMPROVEMENTS in accordance with this AGREEMENT or in accordance with applicable State or local laws, code or regulations; (ii) has any delinquem ad valorem or State sales taxes owed to the CITY (provided OWNER retains the right to timely and properly protest such taxes or assessment); (iii) upon the occurrence of an "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 provided above, shall be in default of this AGREEMENT. For purposes hereof~ an "Event of Bankruptcy or Insolvency" shall mean the dissolution or termination of OWNER's existence, insolvency, appointment of receiver for any part of OWNER's property and such appointment is not terminated within sixty (60) days after such appointment is initially made, any general assignment for the benefit of creditors or the commencement of any proceedings under any bankruptcy or insolvency laws by or against OWNER and such proceedings are not dismissed within sixty (60) days a~er the filing thereof. As liquidated damages in the event of such default, OWNER shall, within thirty (30) days after demand, pay to the CITY an amount equal to the total economic devdopment incentive grant provided by the CITY consisting of the total dollar amount of credit/waiver of roadway impact fees theretofore provided for the PREMISES. The parties acknowledge that actual damages in the event of default would be speculative and difficult to determine. ARTICI~E V MISCELLANEOUS No Conflicts of Interest 7. The CITY represems and warrants that the PREMISES or any adjacem property upon which the IMPROVEMENTS is to be located is not owned by any officer or employee of the CITY. Binding Agreement 8. The terms and conditions of this AGREEMENT are binding upon the successors and assigns of all parties hereto. This AGREEMENT may not be assigned without the express written consent of CITY. Limitation on Liability 9. It is understood and agreed between the parties that OWNER, in the development of the IMPROVEMENTS and satisfying the conditions of this AGREEMENT, is acting independently, and the CITY assumes no responsibilities or liabilities to third parties in connection with these actions. OWNER agrees to indemnify and hold harmless the CITY from all such claims, suits, and causes of actions, liabilities and expenses, including reasonable attorney's fees, of any nature whatsoever arising ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 3 ss26368 out of its respective obligations (but not the obligations of the CITY or other party) under this AGREEMENT. I0. It is acknowledged and agreed by the parties that the terms hereof are not intended to and shall not be deemed to create any partnership or joint venture among the parties. The CITY, past, present and future officers, elected officials, employees and agents of the CITY do not assume any responsibilities or liabilities to any third party in connection with the development of the IMPROVEMENTS or the design, construction or operation of the IMPROVEMENTS. In addition, OWNER acknowledges and agrees that there shall be no recourse to any of the aforesaid parties, who shall incur no liability in respect of any claims based upon or relating to this AGREEMENT. Authorization 11. This AGREEMENT was authorized by City Council, authorizing the undersigned to execute this AGREEMENT on behalf of the CITY. 12. OWNER represents that it has full capacity and authority to grant all rights and assume all obligations that it has granted and assumed under this AGREEMENT. Notice 13. All notices required by this AGREEMENT shall be addressed to the following, or other such party or address as either party designates in writing, by certified mail, postage prepaid or by hand-delivery: If intended for OWNER, to: Attn: Charles A. "Mac" McClure c/o The Industrial Group P.O. Box 802047 Dallas, Texas 75380-2047 With copy to: Mr. Gary S. Kessler Kessler & Collins, P.C. 5950 Sherry Lane Suite 222 Dallas, Texas 75225 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT = Page 4 ss26368 If intended for CITY, to: City of Coppeil, Texas city Manager 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 Entire Agreement 14. This AGREEMENT is the entire AGREEMENT between the parties with respect to the subject matter covered in this AGREEMENT other than the Tax Abatement Agreement. There is no other collateral oral or written AGREEMENT between the parties that in any manner relates to the subject matter of this AGREEMENT, except as provided in the Exhibits attached hereto. Governing Law 15. The validity of the AGREEMENT and any of its terms and provisions, as well as the fights and duties of the parties, shall be governed by the laws of the State of Texas; and venue for any action concerning this AGREEMENT shall be in the State District Court of Dallas County, Texas. Amendment 16. This AGREEMENT may be amended by the mutual written agreement of the parties. Legal Construction 17. In the event any one or more of the provisions contained in the AGREEMENT shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and the AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. 18. 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 acquires 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 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 5 ss26368 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 19. A certified copy of this AGREEMENT shall be recorded in the Deed Records of Dallas County, Texas. RECITALS 20. The recitals to this AGREEMENT are incorporated herein. EXECUTED on this /t,~.~ day of~.Z.~, ~ Z · It ! . 1999. cn-v ATTEST: Byl BAI J ~T''~'''M CITY SECRETARY APPROVED AS TO FORM: PETER G. SMITH, CITY ATTORNEY ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 6 ss26368 EXECUTED in duplicate originals this theoq~ day of /~- ,1999. COPPEI.L 121 PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 7 ss26368 CITY'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on the _~_~ay by Candy Sheehan, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said munidpality. Notary Public, ~ate My Commission Expires: ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 8 ss26368 OWNER'S ACKNOWLEDGMENT STATE OF § § COUNTY OF § This instrument was acknowledged before me on day of , 19__, by Michael J. Everly, authorized signatory of Co 121 Partners, L.P., a Delaware limited partnership, on behalf of said partnership. Notary Public, State of My Commission expires: ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 9 ss26368 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of I. 0~./V-.~'~U~--. On !~' ~:)'D(~te~-'~at ' before me, ('~,,.~, ~ Aa~d · ; arne T;[le persona,,y appeared /a.~~l- J. lm~l-x4 r~perU~nalle~'~' ~';r~;~n to me _ proved to me on the basis of satisfactory evidence to be the person¢)whose name(~)is/a~ 1 subscribed to the within instrument and acknowledged to me that h.e/.s~'¢/tl~y executed the same in his/l~/t~)~r authorized capacity~f~), and that by his/l~r./t,h~'r ~ ,~" "S~'FJ_L~"'~D~--~B~I~--y --" signature(~on the instrument the person()~, o.r ._a ~l~.t,A~~ Commi.~ion # lz-,-,-,-,-,-,-,-,-,~96~9 the entity upon behalf of which the perso~¢ ~ ~ Not~:~,y Pul:)lic- Califo'nio ~ acted, executed the instrument. ~" ~ Comm. Ex~ims Fe~ 1.2003 ~ OPTIONAl_ Though the information below is not required by lav~. it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Ti,e or Type o~ Dooument: 'tAx Alg,/~'I~M~..~ Document Date: [[' ~' ~ ~umber of Pa~es: Signer(s) Other lhan Named A~ove: ~ Capa¢itlt{ies) Claimed blt Signer ~ $i~ner's Name: _. ¢ " Individual { - Corporate Officer -- Title(s): T~s o' :-..,~r,c '-~'e ~ Partner--- Limited General ~ . ~ -- Attorney in Fact ~ Trustee ~ '--Guardian or Conservator ~ _ Other: Signer Is Representing: _ ~ !997 Natio'~a: Notary Assoc~a:~c.n · 9350 De Sore A~,e P O Box 2402 · Chats,*,o":h CA 9~ 313-2402 P-oc Nc 5907 Recr=e- C~l To I-F~ee '-80C.-876-6827 OWNER'S ACKNOWLEDGMENT STATE OF § COUNTY OF § This instrument was acknowledged before me on day of , 19_~, by Michael J. Everly, authorized signatory of 121 Partners, L.P., a Delaware limited partnership, on behalf of said partnership. Notary Public, State of My Commission expires: ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT = Page 9 ss2636s CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ~ State of California ~ ss. ~ County of [-~)~ ~~-~ ~ On I[-~'~-~") before me, ~[.~ . Date ~ Name and 'l~t!e o[ Officer ~e.g.. 'Jape DJ:.e. Notary P;.b. :-: .~ personally appeared ~1~,{,~! ~ 3. L~U~ , T~personally known to me _-- proved to me on the basis of satisfactory evidence to be the person~) whose namett~ is/a"~ subscribed to the within instrument ahd ~ acknowledged to me that h.e/.s~l~/t~y executed the same in his/h~/t~r authorized ........... capacity~'), and that by his/l~r/t,h~i~'r ~' ~ SHELLY A. DEWREERY ~11 signature(~n the instrument the perso~r~()~, o.r ~i~ ~ Comm~ion# ]2~9 · the entity upon behalf of which the person(t_~ z ~1~ NOte7 Pub~ic-Colifomio ~ acted, executed the instrument. Place NctaP~, Sea: Above ~gna ure of N la ~' OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: '~,~)~ J~,~'r~J~T' Document Date: [[' Z'~. ~ Number of Pages: 10 Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer Signer's Name: ~ Individual Tc~ of th...rr. ~ here ~ Corporate Officer -- Title(s): -- Partner--'-'- Limited _~ General ~. Attorney in Fact E3 Trustee ~ Guardian or Conservator ~ Other: Signer Is Representing: 1997 National Notary Assoc~aborl · 9350 De Sore Ave. Re Box 2402 · Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder' Call To~l-Free 1-800-876-6827 IffHEHEAS. Coppelll21 Partners, L.P.. is the sole o~ner of a tract of land situated In the One Bus:ness Pork. on addlt~on to the city Of Coooell. a5 recorded in Volume 81094. Page fol~ows: 1, sold ;ran rod ~e~n~ in t~e west right-of-coy line of CODDGIIROOd C5 de,looted on FlnotPla~ -P~ose ~,0ne T~enty One Buslness Pock, Os recorded In Volume 81094, PcQe 2568, Moo Records, Oc;mqs County. Texas. ¢nd also Oelng In the north ,lne Of the W.F. Colle]o, Trust, tract recorded In Volume 80004, Page 1835,0eed Records, County, Texos. o~d also Being In the common llne of tme JOhn E. HOlland Survey. NO. 614 Crud the T.W. Cousy Survey, Abstract No. THENCE North 88 degrees 26 m~nu~es 35 seconds West, along the 5durra line of sold T.W. Cousy Survey, o distance of 2497.11 feet to a~2'fcund ~ron rod ~tn CaD for width riCer-of-way): - , THENCE NOrt~ 44 degrees 13 minutes 23 seconds Eost, depcrting said south line along said east line, o distance aT 691.76 feet to o~/~' found IrOn rod with cap for Corne~, sold Iron rod being In the south right-of-way line of Co~po~ote Pork Boulevard ~60 foot wlde rlg~t-of-~oy). ~d also belno the Odin? of curvature fO~ a non-tangent Cl~CulO~ curve to the left with o radlus of 460.27 feet and o chord Oeorrng and distance of South degrees 20 minutes ]2 seconds East,~lS.06 feet; THENCE o~ong sold curve to the left, degortlng sold e~st Hne and c~ong sold sou*n through O cent?o~onc~e O~ 40 degrees I minute 43 seconds. ~n crc c[stonce of 32t.56 feet to o~2* found ;con cod with cOD fo? corner; THENCE South 88 degrees 26 minutes 0 seconds East, along sard south Hne, o drst~nce of 1731.83 feet to o~/z' found Iron rod with ccd for corner. Sold Iron tOO being in sold west rlght-Of-WOy line of Cog~eilRood; THENCE South 1 degree 28 minutes 22 seconds '~es?,deDortlng sold south line and ~long said west Ilne. a distance of 400.0g feet to the POINT CF 8E3~NN;NG AN0 CONTaINiNG g4:,~02 Squcre feet or 2t.6047 acres of load more Or less.