2000-073t
Sabre Corporate Campus
Southlake, Texas
Resolution No. 00-73
Amending the Current Tax Abatement Agreement)
Approved by Southlake City Council
July 18, 2000
RESOLUTION NO. 00-73
A RESOLUTION OF THE CITY OF SOUTHLAKE, TEXAS, AMENDING
THE CURRENT TAX ABATEMENT AGREEMENTS AMONG THE CITY OF
SOUTHLAKE, TEXAS, FIRST SECURITY BANK, NATIONAL
ASSOCIATION AS OWNER TRUSTEE OF THE TSG TRUST 1999-1, AND
SABRE INC. A DELAWARE CORPORATION; AUTHORIZING ITS
EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, in accordance with Chapter 312 of the Texas Tax Code, the City
Council of the City of Southlake, Texas has approved Resolution No. 99-26 adopting a Tax
Abatement Policy which establishes guidelines and criteria governing tax abatement
agreements, and electing to become eligible to participate in tax abatement; and
WHEREAS, the City Council has been presented with an amendment to the current
tax abatement agreements ("Agreements") as previously approved by Resolution No. 99-58
by and among the City of Southlake, First Security Bank, National Association as owner
trustee of the TSG Trust 1999-1, and Sabre Inc. a Delaware Corporation; and
WHEREAS, upon full review and consideration of the amendment, and all matters
attendant and related thereto, the City Council is of the opinion that the terms and
conditions thereof should be approved, and that the Mayor should be authorized to execute
the amendment to the Agreements on behalf of the City of Southlake.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SOUTHLAKE, TEXAS, THAT:
SECTION 1.
The City Council finds that the terms of the amendment to the Agreements and the
property subject to the Agreements meet the applicable guidelines and criteria governing
tax abatement agreements previously adopted by the Southlake City Council.
SECTION 2.
The City Council finds that the contemplated use of the property subject to the
amended Agreements and the improvements contemplated thereon in the amount set forth
in the Agreements and the other terms of the Agreements are consistent with encouraging
development of Reinvestment Zone Number 2 in accordance with the purposes for its
creation and are in compliance with the Tax Abatement Policy, Chapter 312 of the Texas
Tax Code, as amended, and all other applicable law.
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SECTION 3.
The terms and conditions of the amendment to the Agreements, having been
reviewed by the City Council of the City of Southlake and found to be acceptable and in the
best interests of the City and its citizens, are hereby approved.
SECTION 4.
The City Secretary is hereby authorized to deliver (in compliance with Section
312.2041 of the Texas Tax Code) to the presiding officer of the governing body of each
other taxing unit in which the property subject to the amendment to the Agreements is
located a written notice that the City of Southlake, Texas intends to enter the amendment
to the Agreements, which notice shall include a copies of the amendment to the
Agreements.
SECTION 5.
The Mayor is hereby authorized to execute the amendment to the Agreements and
all other documents in connection therewith on behalf of the City, substantially according
to the terms and conditions set forth in the amendment to the Agreements.
SECTION 6.
This Resolution shall become effective from and after its passage.
PASSED AND APPROVED this the 18th day of July, 2000.
s
CP
Sandy LeGrand, City Secretary
9,0 eaa V
Rick'Stacy, Mayor
Page 2
EXECUTION COPY
STATE OF TEXAS §
COUNTY OF TARRANT § KNOW ALL MEN BY THESE PRESENTS:
AMENDMENT TO
TAX ABATEMENT AGREEMENTS
Effective as of the latest execution date shown immediately prior to the signatures to this
Agreement, the City of Southlake, Texas (the "City"), First Security Bank, National Association
as owner trustee of the TSG Trust 1999-1 ("Owner"), and Sabre Inc. a Delaware corporation, as
lessee ("Sabre"), hereby enter into this Amendment ("Amendment") to those Tax Abatement
Agreements (A, B, C, D, E, F, G and H) (each, a "Current Abatement Agreement"), each entered
into on or about August 10, 1999, and adopted by City Resolution No. 99-58 on July 20, 1999.
WITNESSETH:
WHEREAS, on August 10, 1999, the City, Maguire Partners -Solana Holdings, L.P., a
Texas limited partnership, Maguire Partners Westlake Partnership, a Texas partnership, and
Sabre entered into each Current Abatement Agreement under the Property Redevelopment and
Tax Abatement Act, Texas Tax Code Annotated, Section 312.001 et seq., as amended (the
Code"); and
WHEREAS, Tarrant County, Texas joined in the execution of each Current Abatement
Agreement with varying terms and conditions; and
WHEREAS, pursuant to Section VI of each Current Abatement Agreement, the property
subject to such Current Abatement Agreement and such Current Abatement Agreement were
assigned to Owner, as owner of the relevant property, and Sabre, as lessee of the relevant
property, effective September 14, 1999; and
WHEREAS, in accordance with Section 312.208 of the Code and Section XIV of each
Current Abatement Agreement, the parties desire to amend Exhibit B of each Current Abatement
Agreement to reflect the revised boundaries of the relevant Premises (as defined in each Current
Abatement Agreement), which boundaries have been revised to accommodate the current
program of construction; and
WHEREAS, this Amendment was authorized by resolution of the City of Southlake,
Texas (the "City Council") approved at its City Council meeting on the 18th day of July, 2000
pursuant to City Resolution No. 00-73), authorizing the Mayor to execute the Amendment on
behalf of the City; and
WHEREAS, this Amendment was authorized by official action of Owner authorizing the
signature hereof on behalf of Owner; and
011907.00005:520642.04
WHEREAS, this Amendment was authorized by resolution of Sabre, approved in
accordance with its charter and bylaws on the day of 1'ebeu.0 001, authorizing the
signature hereof on behalf of Sabre; and
WHEREAS, except as specifically set forth herein, the parties agree that the terms and
conditions of each Current Abatement Agreement remain unchanged and in full force and effect;
and
WHEREAS, a copy of this Amendment has been furnished, in the manner prescribed by
the Code, to the presiding officers of the governing bodies of each of the taxing units in which
the premises subject to each Current Abatement Agreement are located;
NOW, THEREFORE, the City, Owner, and Sabre for good and valuable consideration,
the adequacy and receipt of which are hereby acknowledged, do hereby agree as follows:
1. The First Security Bank, National Association, as owner trustee of the TSG Trust
1999-1 is the current owner of the property subject to each Current Abatement
Agreement (and is "Owner" under each Current Abatement Agreement) and Sabre is the
current lessee of each such property, effective September 14, 1999.
2. (a) Current Abatement Agreement A is amended by replacing Exhibit B to it
with Amended Exhibit B to it attached hereto as Exhibit 1.
b) Current Abatement Agreement B is amended by replacing Exhibit B to it
with Amended Exhibit B to it attached hereto as Exhibit 2.
c) Current Abatement Agreement C is amended by replacing Exhibit B to it
with Amended Exhibit B to it attached hereto as Exhibit 3.
d) Current Abatement Agreement D is amended by replacing Exhibit B to it
with Amended Exhibit B to it attached hereto as Exhibit 4.
e) Current Abatement Agreement E is amended by replacing Exhibit B to it
with Amended Exhibit B to it attached hereto as Exhibit 5.
f) Current Abatement Agreement F is amended by replacing Exhibit B to it
with Amended Exhibit B to it attached hereto as Exhibit 6.
g) Current Abatement Agreement G is amended by replacing Exhibit B to it
with Amended Exhibit B to it attached hereto as Exhibit 7.
h) Current Abatement Agreement H is amended by replacing Exhibit B to it
with Amended Exhibit B to it attached hereto as Exhibit 8.
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3. Except as specifically set forth above, the terms and conditions of each Current
Abatement Agreement remain unchanged and in full force and effect.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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EXECUTED this -LC2— day of r , 2001, by the City.
EXECUTED this a day of R bro r-/ , 2001, by Owner.
EXECUTED this (p day of-E(z,t(Qr{ , 2001, by Sabre.
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STTEST:
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Cityy'Secretary
APPROVED AS TO FORM:
City Attorney
CITY OF SOUTHLAKE
e-&C!!,Mayor
4
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ATTEST:
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
As TRUSTEE OF THE TSG TRUST 1999-1
By:
Name: T4ancv11. Dahl
Title: Vice President
SABRE INC.
a Delaware corporation
ATTEST:
By: 14 —
Name:
Title: 4EV P r L-1 U
5
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MAYOR'S ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Rick Stacy, Mayor of the City of Southlake, Texas, a municipal
corporation, known to me to be the person whose name is subscribed to the foregoing instrument
and acknowledged to me that the same was the act of the said City of Southlake, Texas, a
municipal corporation, that he was duly authorized to perform the same by appropriate resolution
of the City Council of the City of Southlake, and that he executed the same as the act of the said
City for the purpose and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this U day
My commission expires
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Notary Public, State of Texas
SANDRA L. LeGRAND
Notary Pubhc
STATE of TEXAS
Gnmm Exp. 02/04/2001
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OWNER'S ACKNOWLEDGMENT
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STATE OF'- §
COUNTY OF,_
S&,L*e _ §
BEFORE ME, the undersigned authority, a Notary Public in and, for t e St engf' 01
on this da personally appeared
vice esi eiypypp „, r,, being theof First
Security Bank, National Association, Trustee of tfie "TSG Trust 1999-1, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed, in the capacities therein
stated as the act and deed of said entities.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this a4 day of., 2001.
tary Public, Stateof
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STATE OF UTAH
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SABRE ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned aTWr41c1c-,rcJ9,-'
rity, a N tary Public in and for the State of Texas,
on this day personally appeared /L% , being the674'0?` C 0 of Sabre Inc.,
known to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed, in the capacity therein stated as the act and deed of said entity.
GIVEN UNDER MY HAND AND SEAL OF OFFICE thi4?day ok,, 11P -4r4 01.
4Noaublic, State of Texas/
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COUNTY SIGNATORY PAGE
County of Tarrant, Texas
STATE OF TEXAS
COUNTY OF TARRANT
Tarrant County ("County"), the undersigned taxing unit, having jurisdiction over the
Premises" as described in each Current Tax Abatement Agreement, joins in the execution of the
Amendment in accordance with the terms set forth herein, to each Current Abatement Agreement
entered into on or about August 10, 1999 by and among the City of Southlake, Maguire Partners -
Solana Holdings, L.P., Maguire Partners Westlake Partnership, and Sabre Inc. ("Sabre") and
joined by Tarrant County. Except as provided in the Amendment, the terms and conditions upon
which Tarrant County joined in each Current Abatement Agreement remain unchanged.
This Amendment was authorized by the minutes of the Commissioners Court of Tarrant
County, Texas, at its meeting on the / q day ofSepf- , 2000, whereupon it was duly
determined by appropriate order that the County Judge would execute the Agreement on behalf
of Tarrant County, Texas
CO TY F TARRANT, TEXAS
TomV "deg ` `
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Date Executed: 00i
9
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ATTEST:
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
AS TRUSTEE OF THE TSG TRUST 1999-1
By:
Name: Nancy 4 Dahl
Title: Vice iPresident
SABRE INC.
a Delaware corporation
ATTEST:
By:/y(cName:
Title: ( C Z)
10
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COUNTY ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Tom Vandergriff, County Judge of TARRANT COUNTY,
TEXAS, a subdivision of the State of Texas, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
said TARRANT COUNTY, TEXAS, a subdivision of the State of Texas, that he was duly
authorized to perform the same by appropriate order of the Commissioners Court of Tarrant
County, Texas, and that he executed the same as the act of the said County for the purposes and
consideration therein expressed, in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this Z day of /- L, 2001.
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GRACE C, RHODEN
NGtary Public
TATE OF TEXAS
OF Z/ ,+ 14v Comm Exp 02/28/2005r
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Notary Public, State of Texas
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