ST9902-ES020715
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Jul 15 2002 12:27
P.02
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
www.jcnkens.com
Au~ 'l'txt.s
(512) 399-3800
CHlc:.\C;O, J:u.n.;OIS
(3U) 425-3900
HOUSTOK, 'I'!lcAs
(713) 951-3300
LoS A.l'lGlUS, CWl'Ol\.:-IlA
(310) 820-8800
r-'EWYOu, r-~wYOllK
(212) 704-6000
l' Il$AI)ENA, CALIl'OlNIA
(626) 578-7400
Stl:< &<TONlO, 'Il:JCAS
(:HO) 246-5000
WASHDIGTON, D.C.
(202) 326-1500
1445 Ross AVENUE
Sum 3200
DALLAS, TExAs 75202
William S. Dahlstrom
(214) 855-4173
wda.h1strom@jenkens.com
(214) 855-4500
FACSIMILE (214) 855-4300
July 15, 2002
Via Facsimile No. (214) 965-0010
Mr. Bob Hager
Nichols, Jackson, Dillard Hager & Smith
1800 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
Re: Economic Development Agreement by and between City ofCoppell, Texas and TIE
Northpoint Partners, Ltd.
Dear Bob:
Enclosed is a draft of the Economic Development Agreement we have previously discussed.
Please note that it is based on the format you sent to us.
Over the last week, I have exchanged several calls with Jim Witt with the intentions of
confirming that the dates I have included are consistent with the dates he and I previously discussed.
Unfortunately, we have missed each other. Consequently, I am forwarding a copy oftrus Agreement
to him for his review and confirmation of the dates.
Thank. you for your assistance with this matter. Please call me after you have reviewed the
Agreement.
Very truly yours,
-rSat ~
William S. Dahlstrom
Enclosure
cc: Jim Witt (Via Far)
Bob Dunkin (Via Fax)
D~U~ 58642] v I. 44930.00002
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ECONOMIC AND DEVELOPMENT
AGREEMENT
COUNTY OF DALLAS
This Economic Development Incentive Agreement ("AGREEMENT") is made by and
between the City of Coppell, Texas ("CITY"), and T-E Northpoint Partners, Ltd. ("OWNER"),
acting by and through their respective authorized officers.
WITNESSETH:
WHEREAS, the enhancement of the local economy is in the best interest of the citizens
of the 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 Freeport North Addition consisting of 140
acres of land, more or less, located in Coppell, Texas described in Exhibit "A" attached hereto
(the "PREMISES"); and.
WHEREAS, OWNER intends to construct on the PREMISES four office/warehouse
buildings (the "IMPROVEMENTS"); and
\VHEREAS, 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 further
the objectives of the CITY and will benefit the CITY and its inhabitants; and
WHEREAS, the CITY and OWNER recognize that said PREMISES require adequate
infrastructure improvements to enhance and accelerate the development of the same;
NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions
hereinafter set forth and for other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
Economic Development Incentive Agreement - Page I
48364
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ARTICLE I
Term
1. This AGREEMENT shall commence on the date on which all parties hereto have
executed this AGREEMENT and continue until all conditions precedent and subsequent have
been performed as provided herein.
ARTICLE II
Economic and 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 to OWNER an economic incentive grant not to exceed
Three Hundred Sixty-four Thousand Dollars and no cents (~..:.QQ), payaBle
for the construction of Royal Lane 3700 feet south of'Sandy Lake Road as
depicted on the attached Exhibit "A. 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.
B. The amounts set forth in Paragraph A hereof are conditioned that OWNER will
begin commencement of construction of Royal Lane no later than January 1,2003
and complete construction no later than July 1, 2003; and, the OWNER shall
also commence construction of350,000 square feet ofbuilding(s) no later than
March 1,2003.
C. Impact fees which result from future development and improvements to the
property depicted on Exhibit "A" shall be paid by the OWNER to the CITY in
the amount as required by law. After the payment and receipt of impact fees, the
CITY shall grant to the OWNER a credit at a ratio of 2 to 1 against such fees not
to exceed seventy-five percent (75%) of total impact fees assessed against the
project depicted in Exhibit "A". All impact fee determination and credit shall be
computed based on the impact fee ordinance in effect on the date of the
construction.
D. The CITY's grant as provided for in Paragraph A shall be paid in four (4)
installments beginning January 10, 2004. Said installments shall be paid in equal
payments of Ninety-one Thousand Dollars and no cents ($91,000.00) and shall be
payable semiannually in equal installments of Forty-five Thousand Five Hundred
Dollars and no cents ($45,500.00).
Economic Development Incentive Agreement - Page 2
48364
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Conditions to Economic and Development Grant
3. OWNER shall construct or cause to be constructed the following improvements:
Royal Lane as a four-lane collector from its intersection with Sandy Lake Road south 3700 feet.
OWNER shall also beautify the existing medians in the vicinity of the PREMISE.
Beautification shall consist of the placement of topsoil behind the median curbs, regrading and
hydromulching or sodding the area. 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.
ARTICLE III
Termination
4. In the event OWNER fails to Il1eet 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 after receipt of such written notice, this AGREEMENT
subject to the provisions of Paragraph 8 below, may be terminated by the CITY without further
notice.
ARTICLE IV
Recapture of Grant
5. 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 delinquent 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 after 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 development 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.
Economic Development Incentive Agreement - Page 3
48364
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ARTICLE V
MISCELLANEOUS
Other Economic Incentives
6. Nothing contained herein shall be construed to preclude or create any right, title
or interest in any further economic incentive, tax abatement, or development grant.
No Conflicts of Interest
7. The CITY represents and warrants that the PREMISES or any adjacent 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 out of its respective obligations (but not the obligations of the CITY
or other party) under this AGREEMENT.
10. 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 IMPROVEl\1ENTS. 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.
Economic Development Incentive Agreement - Page 4
48364
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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:
Ifintended for OWNER, to:
T-E Northpoint Partners, Ltd.
Attn:
, Texas
If intended for CITY, to:
City ofCoppell, Texas
Attn: City Manager
255 Parkway Boulevard
P.O. Box 478
Coppell, Texas 75019
Entire Agreement
14. This AGREEMENT is the entire AGREEMENT between the parties with respect
to the subject matter covered in this AGlU:EMENT 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 rights 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.
Economic Development Incentive Agreement - Page 5
48364
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Amendment
16.
parties.
This AGREEMENT may be amended by the mutual written agreement of the
Legal Construction
17. In the event anyone or more of the provisions contained in the AGREEMENT
shall for any reason be held to be invalid, illegal, or W1enforceable 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
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.
RECIT ALS
20. The recitals to this AGREEMENT are incorporated herein.
EXECUTED in duplicate originals on this
day of
2002.
CITY OF COPPELL, TEXAS
By:
CANDY SHEEHAN, MAYOR
ATTEST:
By:
LIBBY BALL, CITY SECRETARY
Economic Development Incentive Agreement - Page 6
48364
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APPROVED AS TO FORM:
By:
ROBERT E. HAGER, CITY ATTORNEY
EXECUTED in duplicate originals this the _ day of
,2002.
T-E NORTHPOINT PARTNERS, LTD/
By:
Name:
Title:
.
Economic Development Incentive Agreement - Page 7
48364
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CITY'S ACKNOWLEDGMENT
STATE OF TEXAS ~
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COUNTY OF DALLAS ~
This instrwnent was acknowledged before me on the _ day of ,
2002, by Candy Sheehan, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of
said municipality.
Notary Public, State of Texas
My Commission Expires:
Economic Development Incentive Agreement - Page 8
48364
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STATE OF TEXAS
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OWNER'S ACKNOWLEDGMENT
COUNTY OF DALLAS
This instrument was acknowledged before me on the day of
2002, by of T -E Northpoint Partners, Ltd., on behalf of said
corporation.
Notary Public, State of Texas
My Commission expires:
Economic Development Incentive Agreement - Page 9
48364
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EXHmIT "A"
DESCRIPTION OF PREMISES