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1998T26-TAX ABATEMENT ORDINANCE NO. if t- T - ~ t, AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS, AMENDING CITY OF SCHERTZ ORDINANCE 98-T-14 TO ASSIGN THE BENEFITS OF A TAX ABATEMENT FROM GENUINE PARTS CORPORATION TO ATLANTIC FINANCIAL GROUP, LTD A PROPERTY OWNER IN THE CITY OF SCHERTZ. WHEREAS, Section 312 of the Texas Property Tax Code allows municipalities to abate ad valorem taxes under specific Guidelines and Criteria, and the City of Schertz has adopted specific Guidelines and Criteria under these provisions; and WHEREAS, the City Council finds that the request for assignment of the tax abatement from Genuine Parts Corporation to Atlantic Financial Group, Ltd., meets those Guidelines and Criteria, and further frods the terms of the tax abatement agreement listed at Exhibit 1 are acceptable; and WHEREAS, there will be no changes in the terms or conditions of the tax abatement agreement, with the exception that all benefits of the tax abatement will inure to the benefit of the lessee; and, WHEREAS, the property now owned by Atlantic Financial Group, Ltd., described as Lot 6, Block 1 of Tri-County Business and Industrial Park, is within a State Enterprise Zone as approved by the Texas Department of Commerce on 11 April, 1995; and, WHEREAS, the terms of the tax abatement agreement will cause no long term adverse effect on the provision of the City's services or tax base, and the planned use of the property will not constitute a hazard to public safety, health or morals; NOW THEREFORE -1- / / / // Exhibit 1 Tax Abatement Agreement 1. Parties. This agreement is made and entered into by and between the City of Schertz, Texas (hereinafter called the "City"), and Atlantic Financial Group, Ltd. (hereinafter called the "Company"). 2. Authorization and Findings. a. This agreement is entered into pursuant to: (1) Section 312 of the Texas Property Tax Code. (2) City of Schertz Ordinance 97-T-4, which establishes the City of Schertz Guidelines and Criteria for Tax Abatement and Reinvestment Zones (hereinafter referred to as the "Guidelines and Criteria"). (3) City of Schertz Ordinance 9rf~,;(0 which approves this tax abatement and agreement and authorizes the execution hereof. b. The City, by approval of this agreement, hereby finds the terms of this agreement and the property subject to it, to meet the "Guidelines and Criteria" as adopted, and further finds there will be: (1) no substantial long-term adverse affect on the provision of City services or tax base; and, (2) no hazard to public safety, health, or morals as the result of the planned use of the property. 3. Property a. The real property is described as Lot 6, Block 1, (7.325 acres), in the Tri-County Business Park Subdivision, recorded in the Records of Deeds and Plats in Guadalupe County, (hereinafter called the "Property"). -1- b. Abatements approved will be based on the value of improvements set out on the real property roll of the Guadalupe County Appraisal District for the Property. The 1997 base year value established by the Guadalupe County Appraisal District is $319,000.00. c. The tax account of the Property is IG-3325-2001-00600-00. d. A general description of the improvements to be made by the Company is set out in the basic abatement application. 4. Company Representations and Estimates. a. The Company represents they are the owners in fee simple of the Property. The Property is located within the City of Schertz, State Enterprise Zone, Tri-County Business Park, and within Guadalupe County, Texas. b. The Company represents that the use of the Property is to be as follows: Distribution of Office products. c. The Company estimates it ("Improvements") to the Property, $3,500,000.00. will make capital which will cost improvements approximately d. The Company represents that approximately sixty (60) new jobs will be created in the City of Schertz in connection with the operation of the Company on the Property, and it will have an annual payroll in the approximate amount of $1,440,000.00 in facilities located in Schertz, Texas. e. The Company represents that no interest in the Property is presently held by or leased by and covenants that it shall not sell or lease any interest in the Property to, a member of the City Council of the City, the Planning and Zoning Commission of the City, the Economic Development Department, or any other City officer or employee as long as this agreement is in effect. 5. Terms of the Agreement. This Agreement is conditioned on the Company making the following improvements to the Property (hereinafter referred to as the "Improvements") and fulfilling the following requirements: a. construction of an approximately 134,400 sq. ft. building, including office spaces. The Company represents that the Improvement to the Property will cost approximately $3,500,000.00 and will be completed during the term of the abatement. -2- b. The Company covenants and agrees that approximately sixty (60) new permanent positions will be created in the City of Schertz with the operations of the Company on the Property within one year of the Commencement Date (defined below) of the tax abatement. Any permanent jobs created after the date of execution of this Agreement shall be considered a new permanent position for purposes of this Agreement. c. The location of the Improvements is more particularly described in a site plan approved by the City of Schertz Planning and Zoning Commission. d. The Company covenants and agrees that all Improvements shall at all times comply with all applicable City building codes and ordinances, including, but not limited to, flood, subdivision, building, electrical, plumbing, fire and life safety codes and ordinances, as amended. Further, the Company covenants to maintain the Improvements in compliance with all such building codes and ordinances, and in a neat attractive condition with the landscaped area described in the site plan approved by the Planning and Zoning Commission of the City. e. The Company agrees to pay all ad valorem taxes on the Property and on personal property in a timely manner, whether assessed by the City or any other tax jurisdiction. f. The Company agrees to fumish the Chief Tax Appraiser of Guadalupe County with information outlined in Chapter 22, V.A.T.S. Tax Code, as amended, as may be necessary for tax abatement and for appraisal purposes. g. The Company agrees to allow inspection of the Property by the City Manager, or a designee. Such inspection shall be to determine if the terms and conditions of the Agreement are being met and for the purpose of assuring compliance with applicable City Codes and ordinances. Inspections will be made only after giving a minimum of 24 hours notice and will be conducted in such a manner as to not unreasonably interfere with the operation of the Property . h. The Company agrees that the payroll for permanent employees in the City at the Property will be approximately $1,440,000.00 throughout the term of the tax abatement. i. The Company agrees annually to certify in writing its compliance with the terms of this Agreement, which certification shall be filed by January 15 to the City of Schertz of each year during the Term of the Abatement and by January 15 of the year following the Term of the Abatement. j. In the event the Company leases all or part of the Improvements to a third party, the Company agrees that all benefits accrued from this abatement are passed on to the lessee(s) in a pro-rate share. -3- k. In the event the Company leases all or part of the improvements to a third party, the Company agrees that the terms in paragraph b and h above related to the number of jobs and payroll shall remain in effect and be a responsibility of the Company. 6. Terms for the Tax Abatement. a. Provided that the Company complies with its obligations under Section 5 of this Agreement throughout the period of the abatement, 90% of the entire assessed value of the Capital Improvements located on the Property shall be exempt from ad valorem taxation for a period of eight (8) years. b. No abatement of taxes shall be granted as to personal property of the Company (or lessee) installed or maintained within the Property. c. The abatement shall be for a eight year period (the "Term of this Agreement") commencing on January 1, 1999 (the "Commencement Date"), and expiring on the 31 December, 2006 (8th) anniversary of the Commencement Date. Additionally, during the Term of this Agreement, the City agrees not to impose any other taxes or assessments that are intended to be in lieu of ad valorem taxes on the Company, the Property or the improvements. d. The Company shall pay all ad valorem taxes due on the assessed value of the Property prior to the beginning of the tax abatement. e. The Company and/or lessee shall have the right to protest and contest any or all appraisals or reassessments of the Property, or the Improvements, and the tax abatement provided for herein for such property shall be applied to the amount of taxes finally determined, as a result of such protest or contest, to be due for such property. 7. Default/Recapture. a. If the Company refuses or neglects to comply with any of the terms of this agreement or, if any representation made by the Company in the Application for Tax Abatement (or this agreement) is false or misleading in any material respect and such refusal or default is not cured within sixty (60) days after notice, this Agreement may be terminated by the City. b. In the event the Company (or lessee) allows ad valorem taxes on the Property to become delinquent and fails to timely and properly follow the legal procedures for their protest and/or contest, this agreement may be terminated by the City. -4- c. In the event the City determines the Company to be in default of this Agreement, the City will notify the Company in writing at the address stated in Section 8 of this agreement, and if the defaults specified with reasonable particularity in such notice are not cured within sixty days from the date of such notice, then this Agreement may be terminated upon written notice to the Company. If the City terminates this agreement, taxes without abatement will be due for the year in which termination occurred and shall accrue without abatement for all tax years thereafter. However, there shall be no recapture of prior years' taxes abated by virtue of this Agreement. d. If during the Abatement Period the Company should discontinue all operations in Schertz, Texas, then the City shall by Ordinance adopted by the City Council have the right to (i) recapture 100% of the taxes abated in prior years and the year in which such discontinuance occurs; and (ii) terminate this agreement. e. A total bill for any amounts due under Section 7c. or Section 7d. hereof will be sent to the Company and the Company agrees to pay the total amount within sixty days after receipt. Penalty and interest will not begin to accrue until the company has failed to pay any of the amount placed back on the tax roll within sixty days after receipt of the bill, unless arrangements satisfactory to the City and the Guadalupe County Tax Assessor/Collector have been made. 8. Notice. All notices shall be in writing, addressed to the Company or the City at the following addresses. If mailed, any notice or communication shall be deemed to be received three days after the date of deposit in the United States Mail, certified mail, return receipt requested, postage prepaid and properly packaged for delivery. Unless otherwise provided in this agreement, all notices shall be delivered to the following address: To the Company: If mailed or delivered: Atlantic Financial Group, Ltd. 1000 Ballpark Way, Suite 304 Arl ington, Texas 76011 With copy to: Karl Koenig, Director of Real Estate & Construction Genuine Parts Company 2~~~ ~Ircle /, Parkway Atlanta, GA 30339 -5- To the City: If mailed or personally delivered: City of Schertz Attn: City Manager P.O. Drawer I Schertz, Texas 78154 9. Agreement Approved by City Council. The City represents that this Agreement has been approved by affirmative vote of a majority of the members of the Schertz City Council at a regularly scheduled meeting. 10. Assignment. This agreement may be assignable to a new owner only with prior City Council approval as reflected in a duly adopted City Ordinance. 11. General Provisions. This agreement is entered into subject to the rights of the holders of outstanding bonds of the City. If the holders of outstanding bonds of the City exercise any of their rights so as to diminish the effects or benefits of this Agreement, the City agrees to work with the Company toward establishing an altemative agreement with terms similar to this Agreement and considering any bondholders' rights. 12. Severability. In the event any section, subsection, paragraph, subparagraph, sentence, phrase or word herein is held invalid, illegal, or unenforceable, the balance of the 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, subparagraph, sentence, phrase or word. In such event there shall be substituted for such deleted provision a provision as similar in terms and in effect to such deleted provision as may be valid, legal and enforceable. 13. Estoppel Certificate. Either party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. -6- The certificate, which if requested, will be addressed to a subsequent purchaser or assignee of the Company, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default, if such is the case, the remaining term of this Agreement, the levels of tax abatement in effect, and such other matters reasonably requested by the party (ies) to receive the certificate. 14. Applicable Law. This Agreement shall be construed under laws of the State of Texas and IS performable in Guadalupe County, Texas. 15. Binding on Successors and Assigns. This agreement will be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 16. Date. This agreement has been executed by the parties in multiple originals, each having full force and effect on this the _day of 199 For Atlantic Fjpancial Group, Ltd. 17 ~ \ A'W,<Fm.....-.J(~"'it' I~ (~? "'-) BY'~ ~. .. ep e . roo S lre President For the CITY OF SCHERTZ ~~ \ s::-v ~ By: KerrY- . Sweatt City Manager ArrEST: ~~ Norma Althouse City Secretary Seal of the City State of Texas: County of 1i~1 p~ -7- ~ instnunent was acknowledged before me on(f:it /'3 ,199-.S, by ~/1 c/.~;'R.,of Atlantic Financial Group, Lt . a S ~ corporation, on behalf of said corporation. '<. LORI LAWSON ~ Notary Publ!c ~ STATE OF TEXAS ~ MY COMMISSION EXPIRES l' JUNE 8, 2000 .,' .. ~. .' (SEAL) LrJrl' iA.W5!JY} (Printed Name of Notary;t,/......,,,,,, My commission eXPires:u-=- '1r) dCfX) THE STATE OF TEXAS COUNTY OF GUADALUPE This instrument was acknowledged before me on~. ;2.0 , 199-.l, by Kerry R. Sweatt, City Manager of the City 0 Schertz, Texas, a municipality and body politic formed under the laws of the State of Texas, on behalf of said municipality. (SEAL) ~';'<Y~. ~ 1':A"'s)' \ NORMA IILTHOUSc 9.1-( -~7 ~~ rJo~JrJP:Jblic.s:~t~onm~ . X' '. ; -'-, /J /"'JCar:n;,>"'l(:yp'r")~Jo" .:, :("l~ ~:..,:'~-:~5~,~),~~~~~,.';~.:~:;~~~o~~.~.~~>~:~-:~._.;~~.~.j ~~ Notary Public in and for the State of Texas ----,6Io,€,/J-J,q A L T /lous ~ (Printed Name of Notary) My commission expires: //- 9-9r -8- Exhibit 1 Tax Abatement Agreement 1. Parties. This agreement is made and entered into by and between the City of Schertz, Texas (hereinafter called the "City"), and Atlantic Financial Group, Ltd. (hereinafter called the "Company"). 2. Authorization and Findings. a. This agreement is entered into pursuant to: (1) Section 312 of the Texas Property Tax Code. (2) City of Schertz Ordinance 97-T-4, which establishes the City of Schertz Guidelines and Criteria for Tax Abatement and Reinvestment Zones (hereinafter referred to as the "Guidelines and Criteria"). (3) City of Schertz Ordinance which approves this tax abatement and agreement and authorizes the execution hereof. b. The City, by approval of this agreement, hereby finds the terms of this agreement and the property subject to it, to meet the "Guidelines and Criteria" as adopted, and further finds there will be: (1) no substantial long-term adverse affect on the provision of City services or tax base; and, (2) no hazard to public safety, health, or morals as the result of the planned use of the property. 3. Property a. The real property is described as Lot 6, Block 1, (7.325 acres), in the Tri-County Business Park Subdivision, recorded in the Records of Deeds and Plats in Guadalupe County, (hereinafter called the "Property"). -1- b. Abatements approved will be based on the value of improvements set out on the real property roll of the Guadalupe County Appraisal District for the Property. The 1997 base year value established by the Guadalupe County Appraisal District is $319,000.00. c. The tax account of the Property is 1G-3325-2001-00600-00. d. A general description of the improvements to be made by the Company is set out in the basic abatement application. 4. Company Representations and Estimates. a. The Company represents they are the owners in fee simple of the Property. The Property is located within the City of Schertz, State Enterprise Zone, Tri-County Business Park, and within Guadalupe County, Texas. b. The Company represents that the use of the Property is to be as follows: Distribution of Office products. c. The Company estimates it will make ("Improvements") to the Property, which will $3,500,000.00. capital cost improvements approximately d. The Company represents that approximately sixty (60) new jobs will be created in the City of Schertz in connection with the operation of the Company on the Property, and it will have an annual payroll in the approximate amount of $1,440,000.00 in facilities located in Schertz, Texas. e. The Company represents that no interest in the Property is presently held by or leased by and covenants that it shall not sell or lease any interest in the Property to, a member of the City Council of the City, the Planning and Zoning Commission of the City, the Economic Development Department, or any other City officer or employee as long as this agreement is in effect. 5. Terms of the Agreement. This Agreement is conditioned on the Company making the following improvements to the Property (hereinafter referred to as the "Improvements") and fulfilling the following requirements: a. construction of an approximately 134,400 sq. ft. building, including office spaces. The Company represents that the Improvement to the Property will cost approximately $3,500,000.00 and will be completed during the term of the abatement. -2- b. The Company covenants and agrees that approximately sixty (60) new permanent positions will be created in the City of Schertz with the operations of the Company on the Property within one year of the Commencement Date (defined below) of the tax abatement. Any permanent jobs created after the date of execution of this Agreement shall be considered a new permanent position for purposes of this Agreement. c. The location of the Improvements is more particularly described in a site plan approved by the City of Schertz Planning and Zoning Commission. d. The Company covenants and agrees that all Improvements shall at all times comply with all applicable City building codes and ordinances, including, but not limited to, flood, subdivision, building, electrical, plumbing, fire and life safety codes and ordinances, as amended. Further, the Company covenants to maintain the Improvements in compliance with all such building codes and ordinances, and in a neat attractive condition with the landscaped area described in the site plan approved by the Planning and Zoning Commission of the City. e. The Company agrees to pay all ad valorem taxes on the Property and on personal property in a timely manner, whether assessed by the City or any other tax jurisdiction. f. The Company agrees to fumish the Chief Tax Appraiser of Guadalupe County with information outlined in Chapter 22, V.A.T.S. Tax Code, as amended, as may be necessary for tax abatement and for appraisal purposes. g. The Company agrees to allow inspection of the Property by the City Manager, or a designee. Such inspection shall be to determine if the terms and conditions of the Agreement are being met and for the purpose of assuring compliance with applicable City Codes and ordinances. Inspections will be made only after giving a minimum of 24 hours notice and will be conducted in such a manner as to not unreasonably interfere with the operation of the Property. h. The Company agrees that the payroll for permanent employees in the City at the Property will be approximately $1,440,000.00 throughout the term of the tax abatement. i. The Company agrees annually to certify in writing its compliance with the terms of this Agreement, which certification shall be filed by January 15 to the City of Schertz of each year during the Term of the Abatement and by January 15 of the year following the Term of the Abatement. j. In the event the Company leases all or part of the Improvements to a third party, the Company agrees that all benefits accrued from this abatement are passed on to the lessee(s) in a pro-rate share. -3- k. In the event the Company leases all or part of the improvements to a third party, the Company agrees that the terms in paragraph b and h above related to the number of jobs and payroll shall remain in effect and be a responsibility of the Company. 6. Terms for the Tax Abatement. a. Provided that the Company complies with its obligations under Section 5 of this Agreement throughout the period of the abatement, 90% of the entire assessed value of the Capital Improvements located on the Property shall be exempt from ad valorem taxation for a period of eight (8) years. b. No abatement of taxes shall be granted as to personal property of the Company (or lessee) installed or maintained within the Property. c. The abatement shall be for a eight year period (the "Term of this Agreement") commencing on January 1, 1999 (the "Commencement Date"), and expiring on the 31 December, 2006 (8th) anniversary of the Commencement Date. Additionally, during the Term of this Agreement, the City agrees not to impose any other taxes or assessments that are intended to be in lieu of ad valorem taxes on the Company, the Property or the improvements. d. The Company shall pay all ad valorem taxes due on the assessed value of the Property prior to the beginning of the tax abatement. e. The Company and/or lessee shall have the right to protest and contest any or all appraisals or reassessments of the Property, or the Improvements, and the tax abatement provided for herein for such property shall be applied to the amount of taxes finally determined, as a result of such protest or contest, to be due for such property. 7. Default/Recapture. a. If the Company refuses or neglects to comply with any of the terms of this agreement or, if any representation made by the Company in the Application for Tax Abatement (or this agreement) is false or misleading in any material respect and such refusal or default is not cured within sixty (60) days after notice, this Agreement may be terminated by the City. b. In the event the Company (or lessee) allows ad valorem taxes on the Property to become delinquent and fails to timely and properly follow the legal procedures for their protest and/or contest, this agreement may be terminated by the City. -4- c. In the event the City determines the Company to be in default of this Agreement, the City will notify the Company in writing at the address stated in Section 8 of this agreement, and if the defaults specified with reasonable particularity in such notice are not cured within sixty days from the date of such notice, then this Agreement may be terminated upon written notice to the Company. If the City terminates this agreement, taxes without abatement will be due for the year in which termination occurred and shall accrue without abatement for all tax years thereafter. However, there shall be no recapture of prior years' taxes abated by virtue of this Agreement. d. If during the Abatement Period the Company should discontinue all operations in Schertz, Texas, then the City shall by Ordinance adopted by the City Council have the right to (i) recapture 100% of the taxes abated in prior years and the year in which such discontinuance occurs; and (ii) terminate this agreement. e. A total bill for any amounts due under Section 7c. or Section 7d. hereof will be sent to the Company and the Company agrees to pay the total amount within sixty days after receipt. Penalty and interest will not begin to accrue until the company has failed to pay any of the amount placed back on the tax roll within sixty days after receipt of the bill, unless arrangements satisfactory to the City and the Guadalupe County Tax Assessor/Collector have been made. 8. Notice. All notices shall be in writing, addressed to the Company or the City at the following addresses. If mailed, any notice or communication shall be deemed to be received three days after the date of deposit in the United States Mail, certified mail, return receipt requested, postage prepaid and properly packaged for delivery. Unless otherwise provided in this agreement, all notices shall be delivered to the following address: To the Company: If mailed or delivered: With copy to: -5- To the City: If mailed or personally delivered: City of Schertz Attn: City Manager P.O. Drawer I Schertz, Texas 78154 9. Agreement Approved by City Council. The City represents that this Agreement has been approved by affirmative vote of a majority of the members of the Schertz City Council at a regularly scheduled meeting. 10. Assignment. This agreement may be assignable to a new owner only with prior City Council approval as reflected in a duly adopted City Ordinance. 11. General Provisions. This agreement is entered into subject to the rights of the holders of outstanding bonds of the City. If the holders of outstanding bonds of the City exercise any of their rights so as to diminish the effects or benefits of this Agreement, the City agrees to work with the Company toward establishing an altemative agreement with terms similar to this Agreement and considering any bondholders' rights. 12. Severability. In the event any section, subsection, paragraph, subparagraph, sentence, phrase or word herein is held invalid, illegal, or unenforceable, the balance of the 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, subparagraph, sentence, phrase or word. In such event there shall be substituted for such deleted provision a provision as similar in terms and in effect to such deleted provision as may be valid, legal and enforceable. 13. Estoppel Certificate. Either party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. -6- The certificate, which if requested, will be addressed to a subsequent purchaser or assignee of the Company, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default, if such is the case, the remaining term of this Agreement, the levels of tax abatement in effect, and such other matters reasonably requested by the party(ies) to receive the certificate. 14. Applicable Law. This Agreement shall be construed under laws of the State of Texas and IS performable in Guadalupe County, Texas. 15. Binding on Successors and Assigns. This agreement will be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 16. Date. This agreement has been executed by the parties in multiple originals, each having full force and effect on this the _day of 199_. For Atlantic Financial Group, Ltd. By: For the CITY OF SCHERTZ ATIEST: By: Keny R. Sweatt City Manager Norma Althouse City Secretary Seal of the City State of Texas: County of -7- This instrument was acknowledged before me on ,of Atlantic Financial Group, Ltd. a corporation, on behalf of said corporation. ,199_, by (SEAL) Notary Public in and for the State of (Printed Name of Notary) My commission expires: THE STATE OF TEXAS COUNTY OF GUADALUPE This instrument was acknowledged before me on , 199_, by Keny R. Sweatt, City Manager of the City of Schertz, Texas, a municipality and body politic formed under the laws of the State of Texas, on behalf of said municipality. (SEAL) Notary Public in and for the State of Texas . (Printed Name of Notary) My commission expires: -8- Exhibit 1 Tax Abatement Agreement 1. Parties. This agreement is made and entered into by and between the City of Schertz, Texas (hereinafter called the "City"), and Atlantic Financial Group, Ltd. (hereinafter called the "Company"). 2. Authorization and Findings. a. This agreement is entered into pursuant to: (1) Section 312 of the Texas Property Tax Code. (2) City of Schertz Ordinance 97-T-4, which establishes the City of Schertz Guidelines and Criteria for Tax Abatement and Reinvestment Zones (hereinafter referred to as the "Guidelines and Criteria"). (3) City of Schertz Ordinance 9%-/'-';<'(, which approves this tax abatement and agreement and authorizes the execution hereof. b. The City, by approval of this agreement, hereby finds the terms of this agreement and the property subject to it, to meet the "Guidelines and Criteria" as adopted, and further finds there will be: (1) no substantial long-term adverse affect on the provision of City services or tax base; and, (2) no hazard to public safety, health, or morals as the result of the planned use of the property. 3. Property a. The real property is described as Lot 6, Block 1, (7.325 acres), in the Tri-County Business Park Subdivision, recorded in the Records of Deeds and Plats in Guadalupe County, (hereinafter called the "Property"). -1- b. Abatements approved will be based on the value of improvements set out on the real property roll of the Guadalupe County Appraisal District for the Property. The 1997 base year value established by the Guadalupe County Appraisal District is $319,000.00. c. The tax account of the Property is IG-3325-2001-00600-00. d. A general description of the improvements to be made by the Company is set out in the basic abatement application. 4. Company Representations and Estimates. a. The Company represents they are the owners in fee simple of the Property. The Property is located within the City of Schertz, State Enterprise Zone, Tri-County Business Park, and within Guadalupe County, Texas. b. The Company represents that the use of the Property is to be as follows: Distribution of Office products. c. The Company estimates it ("Improvements") to the Property, $3,500,000.00. will make capital which will cost improvements approximately d. The Company represents that approximately sixty (60) new jobs will be created in the City of Schertz in connection with the operation of the Company on the Property, and it will have an annual payroll in the approximate amount of $1,440,000.00 in facilities located in Schertz, Texas. e. The Company represents that no interest in the Property is presently held by or leased by and covenants that it shall not sell or lease any interest in the Property to, a member of the City Council of the City, the Planning and Zoning Commission of the City, the Economic Development Department, or any other City officer or employee as long as this agreement is in effect. 5. Terms of the Agreement. This Agreement is conditioned on the Company making the following improvements to the Property (hereinafter referred to as the "Improvements") and fulfilling the following requirements: a. construction of an approximately 134,400 sq. ft. building, including office spaces. The Company represents that the Improvement to the Property will cost approximately $3,500,000.00 and will be completed during the term of the abatement. -2- b. The Company covenants and agrees that approximately sixty (60) new permanent positions will be created in the City of Schertz with the operations of the Company on the Property within one year of the Commencement Date (defined below) of the tax abatement. Any permanent jobs created after the date of execution of this Agreement shall be considered a new permanent position for purposes of this Agreement. c. The location of the Improvements is more particularly described in a site plan approved by the City of Schertz Planning and Zoning Commission. d. The Company covenants and agrees that all Improvements shall at all times comply with all applicable City building codes and ordinances, including, but not limited to, flood, subdivision, building, electrical, plumbing, fire and life safety codes and ordinances, as amended. Further, the Company covenants to maintain the Improvements in compliance with all such building codes and ordinances, and in a neat attractive condition with the landscaped area described in the site plan approved by the Planning and Zoning Commission of the City. e. The Company agrees to pay all ad valorem taxes on the Property and on personal property in a timely manner, whether assessed by the City or any other tax jurisdiction. f. The Company agrees to furnish the Chief Tax Appraiser of Guadalupe County with information outlined in Chapter 22, V.A.T.S. Tax Code, as amended, as may be necessary for tax abatement and for appraisal purposes. g. The Company agrees to allow inspection of the Property by the City Manager, or a designee. Such inspection shall be to determine if the terms and conditions of the Agreement are being met and for the purpose of assuring compliance with applicable City Codes and ordinances. Inspections will be made only after giving a minimum of 24 hours notice and will be conducted in such a manner as to not unreasonably interfere with the operation of the Property. h. The Company agrees that the payroll for permanent employees in the City at the Property will be approximately $1,440,000.00 throughout the term of the tax abatement. i. The Company agrees annually to certify in writing its compliance with the terms of this Agreement, which certification shall be filed by January 15 to the City of Schertz of each year during the Term of the Abatement and by January 15 of the year following the Term of the Abatement. j. In the event the Company leases all or part of the Improvements to a third party, the Company agrees that all benefits accrued from this abatement are passed on to the lessee(s) in a pro-rate share. -3- k. In the event the Company leases all or part of the improvements to a third party, the Company agrees that the terms in paragraph b and h above related to the number of jobs and payroll shall remain in effect and be a responsibility of the Company. 6. Terms for the Tax Abatement. a. Provided that the Company complies with its obligations under Section 5 of this Agreement throughout the period of the abatement, 90% of the entire assessed value of the Capital Improvements located on the Property shall be exempt from ad valorem taxation for a period of eight (8) years. b. No abatement of taxes shall be granted as to personal property of the Company (or lessee) installed or maintained within the Property. c. The abatement shall be for a eight year period (the "Term of this Agreement") commencing on January 1, 1999 (the "Commencement Date"), and expiring on the 31 December, 2006 (8th) anniversary of the Commencement Date. Additionally, during the Term of this Agreement, the City agrees not to impose any other taxes or assessments that are intended to be in lieu of ad valorem taxes on the Company, the Property or the improvements. d. The Company shall pay all ad valorem taxes due on the assessed value of the Property prior to the beginning of the tax abatement. e. The Company and/ or lessee shall have the right to protest and contest any or all appraisals or reassessments of the Property, or the Improvements, and the tax abatement provided for herein for such property shall be applied to the amount of taxes finally determined, as a result of such protest or contest, to be due for such property. 7. Default/Recapture. a. If the Company refuses or neglects to comply with any of the terms of this agreement or, if any representation made by the Company in the Application for Tax Abatement (or this agreement) is false or misleading in any material respect and such refusal or default is not cured within sixty (60) days after notice, this Agreement may be terminated by the City. b. In the event the Company (or lessee) allows ad valorem taxes on the Property to become delinquent and fails to timely and properly follow the legal procedures for their protest and/ or contest, this agreement may be terminated by the City. -4- c. In the event the City determines the Company to be in default of this Agreement, the City will notify the Company in writing at the address stated in Section 8 of this agreement, and if the defaults specified with reasonable particularity in such notice are not cured within sixty days from the date of such notice, then this Agreement may be terminated upon written notice to the Company. If the City terminates this agreement, taxes without abatement will be due for the year in which termination occurred and shall accrue without abatement for all tax years thereafter. However, there shall be no recapture of prior years' taxes abated by virtue of this Agreement. d. If during the Abatement Period the Company should discontinue all operations in Schertz, Texas, then the City shall by Ordinance adopted by the City Council have the right to (i) recapture 100% of the taxes abated in prior years and the year in which such discontinuance occurs; and (ii) terminate this agreement. e. A total bill for any amounts due under Section 7c. or Section 7d. hereof will be sent to the Company and the Company agrees to pay the total amount within sixty days after receipt. Penalty and interest will not begin to accrue until the company has failed to pay any of the amount placed back on the tax roll within sixty days after receipt of the bill, unless arrangements satisfactory to the City and the Guadalupe County Tax Assessor/Collector have been made. 8. Notice. All notices shall be in writing, addressed to the Company or the City at the following addresses. If mailed, any notice or communication shall be deemed to be received three days after the date of deposit in the United States Mail, certified mail, retum receipt requested, postage prepaid and properly packaged for delivery. Unless otherwise provided in this agreement, all notices shall be delivered to the following address: To the Company: If mailed or delivered: Atlantic Financial Group, Ltd. 1000 Ballpark Way, Suite 304 Arlington, Texas 76011 With copy to: Karl Koenig, Director of Real Estate & Construction Genuine ~arts Company L~~~ circle /~ ~arkway Atlanta, GA 30339 -5- To the City: If mailed or personally delivered: City of Schertz Attn: City Manager P.O. Drawer I Schertz, Texas 78154 9. Agreement Approved by City Council. The City represents that this Agreement has been approved by affirmative vote of a majority of the members of the Schertz City Council at a regularly scheduled meeting. 10. Assignment. This agreement may be assignable to a new owner only with prior City Council approval as reflected in a duly adopted City Ordinance. 11. General Provisions. This agreement is entered into subject to the rights of the holders of outstanding bonds of the City. If the holders of outstanding bonds of the City exercise any of their rights so as to diminish the effects or benefits of this Agreement, the City agrees to work with the Company toward establishing an alternative agreement with terms similar to this Agreement and considering any bondholders' rights. 12. Severability. In the event any section, subsection, paragraph, subparagraph, sentence, phrase or word herein is held invalid, illegal, or unenforceable, the balance of the 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, subparagraph, sentence, phrase or word. In such event there shall be substituted for such deleted provision a provision as similar in terms and in effect to such deleted provision as may be valid, legal and enforceable. 13. Estoppel Certificate. Either party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. -6- The certificate, which if requested, will be addressed to a subsequent purchaser or assignee of the Company, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default, if such is the case, the remaining term of this Agreement, the levels of tax abatement in effect, and such other matters reasonably requested by the party (ies) to receive the certificate. 14. Applicable Law. This Agreement shall be construed under laws of the State of Texas and IS performable in Guadalupe County, Texas. 15. Binding on Successors and Assigns. This agreement will be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 16. Date. This agreement has been executed by the parties in multiple having full force and effect on this the,,1o 7/'1 day of ~ originals, each 199~. For Atlantic Fjpancial ~oup, L~ ~ \ :f"-F'_>f~ ~) ~.roo'rre President For the CITY OF SCHERTZ ~ ~ c::y- By: Ke . Sweatt City Manager ATIEST: ~~ Norma Althouse City Secretary Seal of the City State of Texas: County of }j~ip~ -7- ~ instrument was acknowledged before me on~. 1':3 ,l99j', by ~./1 Ji?~Aof Atlantic Financial Group, Lt . a J ~ corporation, on behalf of said corporation. (SEAL) LORI LAWSON i Notary PubBc r, STATE OF TEXAS r MY COMMISSION EXPIRES i JUNE 8, 2000 , . ,_.~~."'..' THE STATE OF TEXAS LtJr I' L-a-WS2Y1 (Printed Name of NotaryJ.,z.v,>,? My commission eXPires:~'8') diYXJ COUNTY OF GUADALUPE This instrument was acknowledged before me on~. ,;1,6 , 1991', by Kerry R. Sweatt, City Manager of the City 0 Schertz, Texas, a municipality and body politic formed under the laws of the State of Texas, on behalf of said municipality. (SEAL) 2>'~~;'~~0"~C~~~1 ,( //,7"'Y,'~~""\ I " ~i ,:. ,/ JiL \ " NORMA ^LTHOUS\: ,~ ., "J -)" - ,j 'ii, 'i f '0.' ~ ~ lJolJrj p~tJh~. :',1;:~ oj ie:(J~ J r ..:;~~:,.c::,:':::.::';:. 'I: .::':,J ~~ Notary Public in and for the State of Texas ---,L1Io.0?1 fl A L T /100.5 E: (Printed Name of Notary) My commission expires: 11- 9-9i -8- .~ ~" '''~'''';:' ~;'~,~ I PUBLISHER'S AFFIDAVIT . i 0 1 LfV,~! ([\ J '1.j~< ,:) /0c;Y" , ;' r ~tjT Ii '. " p , j i' :1)' A'"j0' L CY "-ill'" (\, ,,'. I '~ / I~' i". ~, . ')' 1:.i I J . A,{ly,k) i.t~ ,,~,;'r..~"} I VI J y) I- (t", i- i{/rJ''''; 7~ :[L!;..tv~ cO . V, ,j. c( , . ' ,I" ipI' fl ,;v Before me, the undersigned authority, on this date perso~ally-ippeared .' L A RZYNOLDS known to me, who, being by duly sworn, on his oath deposes and says that he/she is the Publisher of The Seguin Gazette-Enterprise, a newspaper published in said county; that a copy of the within and foregoing AD was published in said news- paper 2 times before the retum day named therein, such publi- AN ORDINANCE t' b' th f II . d t BY THE CHY COUNCIL ca Ions elng on e 0 OWing a es: OF THE CITY OF SCHERTZ, TEXAS AN ORDINANCE AMENDING CITY OF BY THE CITY COUNCIL SCHERTZ ORDINANCE OF THE CITY OF 9B.T.14 TO ASSIGN THE SCHERTZ, TEXAS BENEFITS OF A TAX AMENDING CITY OF ABATEMENT FROM SCHERTZ ORDINANCE GENUINE PARTS COR. 9B-T.14 TO ASSIGN THE PORATION TO ATLANTIC BENEFITS OF A TAX FINANCIAL GROUP LTD ABATEMENT FROM A PROPERTY OWNER IN GENUINE PARTS COR. THE CITY OF SCHERTZ. PORATION TO ATLANTIC Approved on first reading the FINANCIAL GROUP, LTD., 4th day ot August 199B A PROPERTY OWNER IN Norma Aithouse ' . THE CITY OF SCHERTZ. City Secretary, ' AjlpRMId on first reading the and a newspaper copy of which is hereto attached. :::~~,199B, ~ City Secretary. THE STATE OF TEXAS, County of Guadalupe 11 0 L e931 NotICes AUGUST 7. 1998 AUGUST 13, 1998 , Sworn to and subscribed before me, thiS14th day of AUGUST 19,1L. AD., 40~'~~~:111', F ~. < II ...' ;.-' ,\ 4;;' \, SARAH MEDR0\':lO ~ ~>:," ~ '-"', . ~ Notary PublIC, Sia,- tlH~~,; ~. i/-\ j MyCommisSKlnExtJlresOl-n-2001 ",,~, , ",.f I'<~:~~,~~~.;.'...:.::f Notary Public, Guadalupe County, Texas County of Guadalupe PUBLISHER'S AFFIDAVIT I '1 . ;/1. 1//, ,/.' /-'zt, /. 'TJltf~U' ;;r~"Ai-l , ' _ 1 / c1-- . . ,p';/: tJ~ 1 ~f);" {0:tyl~1~ t {lP'1t' }ftFL;y}j;HtP",.t. lLu--ti-", (' !.J-;;bJ- OJ' .1.5 k, ,)J/ tfj ( , ; THE STATE OF TEXAS, Before me, the undersigned authority, on this date personally appeared L. A. REYNOLDS known to me, who, being by me duly swom, on his oath deposes and says that he is the Advertising Director of The Seguin Gazette-Enterprise, a newspaper published in sald county; that a copy of the within and fore- AD was published in said newspaper' 2 times before the return day named therein, going ORDINANCE NO,lI8-T-26 ORDINANCE NO, 91H-26 BY THE CITY COUNCIL BY THE CITY COUNCIL OF THE CITY OF OF tHE CITY OF SCHERTZ, TEXAS SCHERTZ, TEXAS AMENDING CITY OF AMENDING CITY OF SCHERTZ ORDINANCE SCHERTZ ORDINANCE 9B.T-14 TO ASSIGN THE 9B.T.14 TO ASSIGN THE BENEFITS OF A TAX BENEFITS OF A TAX ABATEMENT FROM ABATEMENT FROM GENUINE PARTS COR. GENUINE PARTS COR PORA TlON TO ATLANTIC . FINANCIAL GROUP, LTO., PORATION TO ATLANTIC A PROPERTY OWNER IN I FINANCIAL GROUP, LTO., THE CITY OF SCHERTZ A PROPERTY OWNER IN Passed, Approved and THE CITY OF SCHERTZ. Adopted the 1Bth day of Au. Passed, Approved and gust, 199B. ' Adopted the 18th day of Au. Norma Althouse gust, 1998. and a newspaper copy of which is hereto attached. ~,v, Saecretarv. ' ~~e, , ~.\) '. , '~ ' such publications being on the following dates: AUGUST 21, 1998 AUGUST 27, 1998 Sworn to and subscribed before me, this 28 t h day of A IT (; IT S T A.D., 19q 8 ., .~~ ~..." ,,"''' pvJ't, O.....,'''',..''---."l./\ , ~/ ....A... ,'\ SARAH MEDRANO ~. jJ;(,. i NotafYNllI:.St!t~o1Too-; I" "" j. '\" ; My CommiSSlOO Expires 07-22.2001 ''If',>;'' "" ." ....;~f "",~,~~....'..~~-~- Notary Public, Guadalupe (;(Iunty, Texas ~