Item 9ACity of Southlake, Texas
MEMORANDUM
May 2, 2003
TO: Billy Campbell, City Manager
FROM: Greg Last, Director of Economic Development
SUBJECT: Resolution 03 -030, a resolution of the City of Southlake, Texas, consenting to
the transfer of certain property, and to the transfer of all or a portion of tax
abatement agreements entered into by and among the City of Southlake,
Texas, Sabre Inc., and certain other parties.
Action Requested: Approval of resolution 03 -030 as noted above.
Background
Information: Due to changes in financial accounting rules, Sabre Inc. plans to refinance the
lease governing its Southlake corporate headquarters. The refinancing will
necessitate a change in the legal title holder. The current legal title holder is
Wells Fargo Bank Northwest, National Association (formerly First Security Bank,
National Association), as owner trustee of the TSG Trust 1999 -1. The only other
minor change is the recognition of "Sabre Holdings Corporation" as the parent
entity for purposes of the "affiliates" definition.
As is the case for the existing lease, Sabre, Inc. will be the lessee and user of, and
will continue to occupy the physical premises of, the Southlake corporate
headquarters under the new financing arrangement.
No financial factors or thresholds related to the tax abatements are being changed.
Financial
Considerations: None.
Citizen Input/
Board Review: None required.
Legal Review: The City Attorney's office has reviewed the resolution.
Alternatives: Disapprove the resolution.
Supporting
Documents: None.
Staff
Recommendation: Approve the attached Resolution 03 -030.
RESOLUTION NO. 03 -030
A RESOLUTION OF THE CITY OF SOUTHLAKE, TEXAS, CONSENTING
TO THE TRANSFER OF CERTAIN PROPERTY, AND TO THE TRANSFER
OF ALL OR A PORTION OF TAX ABATEMENT AGREEMENTS
ENTERED INTO BY AND AMONG THE CITY OF SOUTHLAKE, TEXAS,
SABRE INC., AND CERTAIN OTHER PARTIES.
WHEREAS, in accordance with Chapter 312 of the Texas Tax Code, the City Council ofthe
City of Southlake, Texas (the "City"), has established guidelines and criteria governing tax abatement
agreements, and has elected to become eligible to participate in tax abatement; and
WHEREAS, in accordance with Chapter 312 of the Texas Tax Code, the City Council ofthe
City has approved Ordinance No. 744 designating Reinvestment Zone Number Two; and
WHEREAS, the City, Sabre Inc. ( " Sabre "), and certain other parties entered into those eight
tax abatement agreements described on Exhibit A hereto with respect to property located in
Reinvestment Zone Number Two (the " Tax Abatement Agreements "); and
WHEREAS, on or about January 19, 2000, Sabre (through its attorney) notified the City in
writing that (a) each property that is the subject of a Tax Abatement Agreement had been transferred
to First Security Bank, National Association (now Wells Fargo Bank Northwest, National
Association, as successor), as owner trustee of the TSG Trust 1999 -1 (the " 1999 Trust "), and was
being leased by Sabre; (b) each Tax Abatement Agreement had been assigned to the 1999 Trust as
owner of the property and Sabre as lessee, which assignments were effective as of September 14,
1999; and (c) pursuant to Section VI. A.(iii) of each Tax Abatement Agreement, such assignments do
not require the approval of the City;
WHEREAS, Sabre is considering refinancing the lease governing all or a portion of the
properties subject to the Tax Abatement Agreements, which may result in a change in the legal title
holder of all or a portion of the real property and /or personal property located on the property that is
subject to one or more (or all) of the Tax Abatement Agreements;
WHEREAS, Sabre has requested that the City Council of the City consent to any future
transfer of (a) any real property and /or personal property (or any portion of any real or personal
property) that is the subject of a Tax Abatement Agreement, and (b) all or any portion of the Tax
Abatement Agreement(s) related thereto, to any person or entity, provided that (i) Sabre or its
affiliate is the user or lessee of such transferred property, and (ii) Sabre or its affiliate notifies the City
in writing of such transfer within 30 days after such transfer; and
WHEREAS, upon full review and consideration of Sabre's request, and all matters attendant
and related thereto, the City Council is of the opinion that the transfers described in the immediately
preceding recital should be consented to, in advance, by the City Council.
Resolution 03 -030 - Consent to Certain Transfers of Sabre Tax Abatement Agreements,
Approved 1 2003 — (Draft: May 2, 2003) Page 1 of 3
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SOUTHLAKE, TEXAS, THAT:
SECTION 1.
The City Council of the City hereby consents to any future transfer of (a) any real property
and /or personal property (or any portion of any real or personal property) that is the subject of a Tax
Abatement Agreement, and (b) all or any portion of the Tax Abatement Agreement(s) related thereto,
to any person or entity, provided that (i) Sabre or its affiliate (the term "affiliate" as used herein
means any Person directly or indirectly controlled by Sabre Holdings Corporation; the terms "Person"
and "controlled" shall have the meanings set forth in the Tax Abatement Agreements) is the user or
lessee of such transferred property, and (ii) Sabre or its affiliate notifies the City in writing of such
transfer within 30 days after such transfer. Thus, any transferee of a transfer described in the
immediately preceding sentence shall be treated as an "Owner" under each relevant Tax Abatement
Agreement, and all attendant rights, liabilities and obligations under each relevant Tax Abatement
Agreement shall vest in such transferee. This consent is being provided in accordance with the third
sentence of Section VLA. of each Tax Abatement Agreement.
SECTION 2.
The terms and conditions of the consent described in Section 1 hereof, having been reviewed
by the City Council of the City and found to be acceptable and in the best interests of the City and its
citizens, are hereby approved.
SECTION 3.
The Mayor is hereby authorized to execute all documents in connection therewith on behalf of
the City.
SECTION 4.
This Resolution shall become effective from and after its passage.
PASSED AND APPROVED this the day of , 2003.
Name Here_, Mayor
ATTEST:
City Secretary
Resolution 03 -030 - Consent to Certain Transfers of Sabre Tax Abatement Agreements,
Approved 1 2003 — (Draft: May 2, 2003) Page 2 of 3
EXHIBIT A
TAX ABATEMENT AGREEMENTS
(1) That certain Tax Abatement Agreement A, by and between the City, Maguire
Partners- Solana Holdings, L.P. ( " MPS "), Maguire Partners Westlake Partnership
( " MPW "), Sabre and Tarrant County, Texas (the " County ").
(2) That certain Tax Abatement Agreement B, by and between the City, MPS, MPW,
Sabre and the County.
(3) That certain Tax Abatement Agreement C, by and between the City, MPS, MPW,
Sabre and the County.
(4) That certain Tax Abatement Agreement D, by and between the City, MPS, MPW,
Sabre and the County.
(5) That certain Tax Abatement Agreement E, by and between the City, MPS, MPW,
Sabre and the County.
(6) That certain Tax Abatement Agreement F, by and between the City, MPS, MPW,
Sabre and the County.
(7) That certain Tax Abatement Agreement G, by and between the City, MPS, MPW,
Sabre and the County.
(8) That certain Tax Abatement Agreement H, by and between the City, MPS, MPW,
Sabre and the County.
Resolution 03 -030 - Consent to Certain Transfers of Sabre Tax Abatement Agreements,
Approved 1 2003 — (Draft: May 2, 2003) Page 3 of 3