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Item 9ACity of Southlake, Texas MEMORANDUM January 15, 2003 TO: Billy Campbell, City Manager FROM: Greg Last, Director of Economic Development SUBJECT: Resolution No. 03 -007, Amending the Verizon Wireless Tax Abatement Agreement. Action Requested: An amendment to the Verizon Wireless tax abatement agreement reducing the employment threshold from 400 employees to 300 employees. Background Information: The City previously approved a tax abatement agreement with Verizon Wireless related to our desire to have them construct their Network Observation and Control Center on SH 114 at Dove Road. Their estimate of potential employees at the time was 400 employees. Growth projections at this time due to a variety of unique economic circumstances are closer to 300 employees. They have stated that they can meet the 400 level if necessary by relocating employees from their Westlake campus, but their natural population for the facility at this time is closer to 300. Financial Considerations: None. The employees that could be moved to the new facility to meet the threshold are already working on the corridor and using our establishments. Citizen Input/ Board Review: None. Legal Review: The attorney's office has reviewed the documents. Alternatives: 1. Approve the amendment 2. Deny the amendment, Verizon would still comply with threshold via inefficient relocations. Supporting Documents: Resolution No. 03 -007 with amendment Staff Recommendation: Approve the amendment, further enhancing our support for a major corporate citizen in Southlake. RESOLUTION NO. 03 -007 A RESOLUTION OF THE CITY OF SOUTHLAKE, TEXAS, AMENDING THE TERMS AND CONDITIONS OF AN AGREEMENT BY AND AMONG THE CITY OF SOUTHLAKE, TEXAS AND CELLCO PARTNERSHIP, d/b /a VERIZON WIRELESS, ESTABLISHING AND PROVIDING FOR TAX ABATEMENT; 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 ofthe City of Southlake, Texas has approved Resolution No. 01 -037 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, in accordance with Chapter 312 of the Texas Tax Code, the City Council ofthe City of Southlake, Texas has approved Ordinance No. 802 designating Reinvestment Zone Number Three; and WHEREAS, the City Council has been presented with a proposed amendment to the tax abatement agreement by and among the City of Southlake, and Cellco Partnership, d /b /a Verizon Wireless, said amendment being attached hereto as Exhibit "A" and incorporated herein by reference (hereinafter called the "Amendment "); 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 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 and the property subject to the Amendment meets 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 Amendment and the improvements contemplated thereon in the amount set forth in the Amendment and the other terms of the Amendment are consistent with encouraging development of Reinvestment Zone Number three 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. Resolution 03 -007 Amendment One to the Verizon Wireless Tax Abatement Agreement Draft -02 - Page 1 of 3 SECTION 3. The terms and conditions of the Amendment, having been reviewed by the City Council ofthe 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 is located a written notice that the City of Southlake, Texas intends to enter the Amendment, which notice shall include a copy of the Amendment. SECTION 5. The Mayor is hereby authorized to execute the Amendment and all other documents in connection therewith on behalf of the City. SECTION 6. This Resolution shall become effective from and after its passage. PASSED AND APPROVED this the day of , 2003. Rick Stacy, Mayor ATTEST: City Secretary Resolution 03 -007 Amendment One to the Verizon Wireless Tax Abatement Agreement Draft -02 - Page 2 of 3 EXHIBIT A AMENDMENT ONE TO TAX ABATEMENT AGREEMENT Resolution 03 -007 Amendment One to the Verizon Wireless Tax Abatement Agreement Draft -01 - Page 3 of 3 STATE OF TEXAS § COUNTY OF TARRANT § KNOW ALL MEN BY THESE PRESENTS: AMENDMENT ONE TO TAX ABATEMENT AGREEMENT Effective as of the latest execution date shown immediately prior to the signatures to this Agreement, the City of Southlake, Texas (the "City "), and Cellco Partnership, d /b /a Verizon Wireless as Owner ( "Verizon Wireless "), hereby enter into this Amendment ( "Amendment ") to the Tax Abatement Agreement, entered into on or about and adopted by City Resolution No. 03 -007 on WITNES SETH: WHEREAS, on June 16, 2001, the City, and Verizon Wireless entered into the 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, in accordance with Section 312.208 of the Code and Section XIV of each Current Abatement Agreement, the parties desire to amend Section 2.B of the Current Abatement Agreement to reflect a change in the minimum number of employees required; 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 day of 2003 (pursuant to City Resolution No. 03 -007), authorizing the Mayor to execute the Amendment on behalf of the City; and WHEREAS, this Amendment was authorized by resolution of Verizon Wireless, approved in accordance with its charter and bylaws on the day of 2003, authorizing the signature hereof on behalf of Verizon Wireless; and WHEREAS, except as specifically set forth herein, the parties agree that the terms and conditions of the 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 the Current Abatement Agreement are located; NOW, THEREFORE, the City, Owner, and Verizon Wireless for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, do hereby agree as follows: Verizon Wireless Tax Abatement Amendment One — Draft 03 — Page 1 of 4 1. The Current Abatement Agreement is amended by replacing Section 2.13 in it's entirety with a new Section 2.13 as follows: "B. The OWNER agrees and covenants that it will diligently and faithfully in a good and workmanlike manner pursue the completion of the IMPROVEMENTS as a good and valuable consideration of this AGREEMENT. OWNER shall thereafter, from the date a certificate of occupancy is issued until the expiration of this AGREEMENT(subject to an occurrence of FORCE MAJEURE), continuously operate, maintain and occupy the PREMISES as a network observation and control center, data center, local network administration headquarters and after January 1, 2004, employ at least 498 300 full -time employees on the PREMISES. The employees shall have an average annual salary of $40,000 or more. Both parties agree that the use of the PREMISES for this purpose in accordance with this AGREEMENT, is consistent with the general purpose of encouraging development within the ZONE." 2. Except as specifically set forth above, the terms and conditions of the Current Abatement Agreement remain unchanged and in full force and effect. EXECUTED this day of 2003, by the City. EXECUTED this day of , 2003, by Verizon Wireless. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Verizon Wireless Tax Abatement Amendment One — Draft 03 — Page 2 of 4 CITY OF SOUTBI:AKE Rick Stacy, Mayor ATTEST: City Secretary APPROVED AS TO FORM: City Attorney 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 day of , 2003. Notary Public, State of Texas My commission expires Verizon Wireless Tax Abatement Amendment One — Draft 03 — Page 3 of 4 ATTEST: VERIZON WIRELESS Bv: Print Naine: Print Title: VERIZON WIRELESS' 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 , being the of Verizon Wireless, 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 this day of 1 2003. Notary Public, State of Texas My commission expires Verizon Wireless Tax Abatement Amendment One — Draft 03 — Page 4 of 4