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