O-1656-11-98ORDINANCE NO. 1656-11-98
AN ORDINANCE OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS,
DESIGNATING A CERTAIN AREA AS INDUSTRIAL REINVESTMENT
ZONE NO. 18; PROVIDING FOR THE ESTABLISHMENT OF AGREEMENTS
WITHIN THE ZONE, AND OTHER MATTERS RELATING THERETO;
PROVIDING FINDINGS OF FACT; PROVIDING A SERVERABH.ITY
CLAUSE; AND PROVIDING AN EFFECTIVE DATE FOR THE
COMMENCEMENT OF THE REINVESTMENT ZONE AND THIS
ORDINANCE.
WHEREAS, the City Council of the City of Allen, Texas, desires to promote the development of a
certain contiguous area within its jurisdiction by the creation of a Reinvestment Zone, as authorized
in Chapter 312 of the Texas Tax Code (the "Code"); and,
WHEREAS, a proposed Tax Abatement Agreement between the City of Allen, Texas, Micrografx,
Inc., Prentiss Properties Acquisition Partners, L.P., a Delaware Limited Partnership, the County of
Collin, Texas, and the Collin County Community College District has been presented to the City
Council; and the City Council is of the opinion and finds that the terms and conditions thereof
should be approved and that the Mayor should be authorized to execute the Agreement on behalf of
the City of Allen; and
' WHEREAS, a hearing before the City Council was held at 7:30 p.m. on the 19' day of November,
1998 such date being at least seven (7) days after the date of publication of the notice of such public
hearing in a newspaper of general circulation in the City of Allen; and,
WHEREAS, the City has called a public hearing and published notice of such public hearing, and
has properly notified the proper officials of Collin County, Collin County Community College and
the Allen Independent School District, as required by the Code; and,
WHEREAS, at such hearing the City invited any interested person, or their representatives, to
appear and contend for or against the creation of the Reinvestment Zone, whether all or part of the
territory, which is described by a metes and bounds description attached hereto as "Exhibit A" and
depicted in the drawing attached hereto as "Exhibit B", should be included in such proposed
Reinvestment Zone; and,
WHEREAS, all owners of property located within the proposed Reinvestment Zone and all other
taxing units and other interested persons were given the opportunity at such public hearing to protest
the creation of the proposed Reinvestment Zone or the inclusion of their property in such
reinvestment zone;
WHEREAS, all activities within the Reinvestment Zone will adhere to the guidelines defined in the
City of Allen Comprehensive Zoning Ordinance 1425-5-96 including amendments adopted in
Ordinance 1445-8-96;
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ALLEN,TEXAS:
SECTION 1: The City Council of the City of Allen, Texas, after conducting such hearing and
having heard such evidence and testimony, has made the following findings and determinations
based on the evidence and testimony presented to it:
(a) That the public hearing on adoption of the Reinvestment Zone has been properly called,
held, and conducted, and that notice of such hearing has been published as required by
law.
(b) That the City has jurisdiction to hold and conduct this public hearing on the creation of
the proposed Reinvestment Zone pursuant to the Code.
(c) That creation of the proposed zone with boundaries as described in Exhibits "A" and 'B"
will result in benefits to the City, its residents and property owners, and to the property,
residents and property owners in the Reinvestment Zone.
(d) That the Reinvestment Zone, as defined in Exhibits "A" and `B", meets the criteria for
the creation of a Reinvestment Zone as set forth in the Code in that:
(1) It is a continuous geographic area located wholly within the corporate limits of the
City.
(2) The area will reasonably be likely, as a result of the designation, to contribute to the
retention or expansion of primary employment or to attract major investment in the
zone that would be a benefit to the property and that would contribute to the
economic development of the City.
(3) No part of the property in the Reinvestment Zone is owned or leased by a member
of the governing body of the City of Allen.
(4) Improvements in the Reinvestment Zone will enhance significantly the value of all
taxable real and personal property in the Reinvestment Zone.
SECTION 2: The City hereby creates a Reinvestment Zone over the area described by the
description in Exhibit "A" attached hereto and depicted in a drawing attached hereto as Exhibit "B",
and such Reinvestment Zone shall hereafter be identified as Industrial Reinvestment Zone, No. 18,
City of Allen, Texas (the "Zone').
SECTION 3: That operation of the Zone shall commence on November 19, 1998 for a period not to
exceed ten (10) years.
SECTION 1: That a written agreement(s), as provided in the Act, with the owners of the property
located within the Reinvestment Zone is hereby authorized for a period up to six (6) years, and the
Ordmenm No. 1656-11-98 Page
written agreement shall provide an exemption from taxation of equal value in real and personal
property in an amount up to four -hundred percent (400%) of declining value over ten (10) years.
SECTION 5: That it is hereby declared to be the intention of the City Council that the sections,
paragraphs, sentences, clauses, and phrases of this ordinance are severable; and if any phrase, clause,
sentence or section of this ordinance shall be declared unconstitutional or invalid by any judgment or
decree of a court of competent jurisdiction, such unconstitutionality or invalidity shall not affect any
other remaining phrase, clause, sentence, paragraph or section of this ordinance; and the City
Council hereby declares it would have passed the remaining portions even though it had known the
affected parts would be held unconstitutional or invalid.
DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN,
TEXAS ON THE 19TH DAY OF NOVEMBER, 199&
APPRO
AV— D
Stephen Terrell, MAYOR
APPROVED AS TO FORM: ATTEST:
Peter G. Smith, ACTING CITY ATTORNEY J�yMo � on, CMC, CITY SECRETARY
O,dmauce No. 1656-11-98 page;
Exhibit A
City of Allen
Reinvestment Zone #18
The general description of the Reinvestment Zone is as follows:
A 10.0037 acre tract of land being all of Lot 2, of the Replat of Lot 1, Block 1 of the Millennium Business
Park, an Addition to the City of Allen, Collin County, Texas being recorded in Cabinet 1, Page 588 of the Plat
Records of Collin County, Texas (PRCCT) as shown hereon and being more particularly described as
follows:
The POINT OF BEGINNING is a half-inch von rod with a GBW yellow cap set to mark the southwest corner
of the intersection of Century Parkway (85' right-of-way) and Millennium Drive (85' right-of-way), said
point being the west right-of-way for Century Parkway and being the southwest corner of a comer clip for
said southwest intersection, and being in the east line of said Lot 2, said point also being the beginning of a
non -tangent curve to the left having a radius of 5742.50 feet;
THENCE, with said curve being the west right-of-way of Century Parkway and the east of line of Lot 2,
through a central angle of 02°16' 38" an arc distance of 228.24 feet, said curve having a chord which bears S
150 10' 00" W a distance of 228.22 feet to a half-inch iron rod with a yellow GBW cap set to mark the point
of tangent;
' THENCE, S 140 01' 41" W with said right-of-way and east line a distance of 120.00 feet to a half inch hon
rod with a yellow GBW cap set to mark the beginning of a tangent curve to the left, said curve having a radius
of 1,142.50 feet;
THENCE, with said west right-of-way and east line through a central angle of 09° 21' 59" an arc distance of
186.77 feet, said curve having a chord which bears S 09° 20' 42" W a distance of 185.56 feet to a half-inch
iron rod with a yellow GBW cap set to mark the point of tangent;
THENCE, S 04° 39' 42" W with said right-of-way and east line of Lot 2 a distance of 203.47 feet to a half-
inch hon rod with a yellow GBW cap set to mark the beginning of a circular curve to the right, said curve
having a radius of 1,057.50 feet;
THENCE, with said curve continue with said common line through a central angle of 16° 51' 16" an arc
distance of 311.08 feet and having a chord which bears S 13° 05' 20" W a distance of 309.96 feet to a half.
inch iron rod with a yellow GBW cap set to mark the northeast end of a comer clip at the northwest corner of
intersection of said Century Parkway and Bethany Drive (110' right-of-way);
THENCE, S 640 58' 01" W with said comer clip a distance of 14.62 feet to a half-inch iron rod with a yellow
GBW cap set to mark the point at the southwest end of said comer clip, said point being at the beginning of a
non -tangent curve to the left, having a radius of 786.42 feet;
THENCE, with said curve on the north right-of-way line of Bethany Drive, being the south line of Lot 2,
through a central angle of 03° 04' 05" an are distance of 42.11 feet, having a chord which bears N 730 47' 19"
W a distance of 42.10 feet to a half-inch hon rod with a yellow GBW cap set to mark the point, which point is
OrdnanceNo. jr1A—tl_gg Page
a southwest comer of Lot 2 and a southeast corner of Bethany Tech Center Addition, an addition to the City
of Allen as recorded in Cabinet F, page 273, PRCCT;
THENCE, N 14° 01' 41" E departing said right-of-way and with a west line of said Lot 2, being the east line
of said Bethany Addition, a distance of 426.42 feet to a point, from which point a found half-inch iron rod
bears N 51° 57' 15" W a distance of 1.27 feet, said point being on interior ell comer of Lot 2, and being the
northeast comer of said Bethany Center Addition;
THENCE, N 75° 58' 19" W with a south line of said Lot 2 being the north line of said Bethany Tech Center
and also the north line of the N/F Madstone Properties, as recorded in Volume 92, page 5975, PRCCT, a
distance of 623.14 feet to a point, said point being the southwest coma of Lot 2, being the southeast corner of
Lot 1R of said Millennium Park Addition, and being in the north line of said N/F Madstone Properties, from
which point a found 5/8 inch von rod bears N 400 55' 55" W a distance of 0.11 feet;
THENCE, N 14° 04' 56" E with the west line of Lot 2 being the east line of Lot 1 R a distance 662.74 feet to a
one-half inch iron rod with a yellow GBW cap set to mark the point, said point being the northwest corner of
Lot 2 and being the northeast coma of Lm 1R of said Lot 1, Block 1 of Millennium Business Park, said point
also being in the south right-of-way of Millennium Drive;
THENCE, S 75° 58' 19" E with the north line of said Lot 2 being the south line of Millennium Drive a
distance of 222.34 feet to a one-half inch iron rod with a yellow GBW cap set to mark the point at the
beginning of tangent curve to the right, having a radius of 1,957.50 feet;
THENCE, along said curve with said south right-of-way and the north line of Lot 2 through a central angle of
' 02° 53' 19" an are distance of 98.69 feet and having a chord which bears S 74° 31' 39" E a distance of 98.68
feet to a one-half inch iron rod with a yellow GBW cap set to mark the point of tangent;
THENCE, S 73° 05' 00" E with said common line a distance of 288.40 feet to a half inch von rod with a
yellow GBW cap set to mark the point at the beginning of a coma clip, being at the southwest corner of
Millennium Drive and Century Parkway;
THENCE, S 28° 23' 20" E with said comer clip a distance of 26.73 feet of the POINT OF BEGINNING and
containing 10.0037 acres (435,762 square feet) of land.
THE CITY OF ALLEN, TEXAS
Ordinance No. 1656-11-98 Page
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Ordinance No. 1656-11-98 Page6
EXHIBIT C
STATE OF TEXAS §
§ TAX ABATEMENT AGREEMENT
COUNTY OF COLLIN §
This Tax Abatement Agreement (the "AGREEMENT') is entered into by and among the
City of Allen, Texas (the "CITY'), Micrografx, Inc. ("MICROGRAFX7% Prentiss Properties
Acquisition Partners, L.P., a Delaware Limited Partnership ("PRENTISS'), the County of Collin
and the Collin County Community College District (the "TAXING UNITS') acting by and
through their respective authorized officers.
WITNESSETH:
WHEREAS, the City Council of the CITY, passed an Ordinance (the "ORDINANCE')
establishing Tax Abatement Reinvestment Zone No. 18 (the "ZONE'), for commercial/industrial
tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312
of the Texas Tax Code, as amended (the "TAX CODE'; and
WHEREAS, the CITY has adopted guidelines for tax abatement (the "TAX
ABATEMENT GUIDELINES"); and
WHEREAS, the TAX ABATEMENT GUIDELINES contain appropriate guidelines and
' criteria governing tax abatement agreements to be entered into by the CITY as contemplated by the
TAX CODE; and
WHEREAS, the CITY has adopted a resolution stating that it elects to be eligible to
participate in tax abatement; and
WHEREAS, in order to maintain and enhance the commercial and industrial economic and
employment base of the Allen area, it is in the best interests of the taxpayers for the CITY to enter
into this AGREEMENT; and
WHEREAS, PRENTISS' improvements described herein will create permanent new jobs
in the CITY; and
WHEREAS, the City Council finds that the contemplated use of the PREMISES
(hereinafter defined), and the other terms hereof are consistent with encouraging development of
the ZONE in accordance with the purposes for its creation and in compliance with the TAX
ABATEMENT GUIDELINES, the ORDINANCE adopted by the CITY, the TAX CODE and
all other applicable laws; and
WHEREAS, the City Council finds that the improvements sought are feasible and
practicable and would be of benefit to the land to be included in the ZONE and to the CITY and
the TAXING UNITS after expiration of this AGREEMENT; and
Tax Abatement Agreement - Page 1 MOW
Ordinance No. 1656-11-98
WHEREAS, a copy of this AGREEMENT has been famished, in the manner prescribed
' by the TAX CODE, to the presiding officers of the governing bodies of each of the TAXING
UNITS in which the PREMISES is located; and
WHEREAS, the CITY desires to enter into an AGREEMENT with MICROGRAFX
and PRENTISS the owners of Property within the ZONE for the abatement of taxes pursuant to
Chapter 312 of the TAX CODE, as amended;
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein and for good and other valuable consideration, the adequacy and receipt of which is hereby
acknowledged, including the expansion of primary employment, the attraction of major investment
in the ZONE, which contributes to the economic development of the CITY and the enhancement
of the tax base with in the CITY, the parties agree as follows:
GENERAL PROVISIONS
1. PRENTISS is the owner or under contract to purchase from the Allen Economic
Development Corporation (the "AEDC") the real property described in Exhibit "A" attached hereto
and made a part hereof for all purposes (the "PREMISES"), which PREMISES is located within
the city limits of the CITY and within the ZONE. MICROGRAFX is or shall become the lessee
of the PREMISES and is the owner of tangible personal property that will be located on the
PREMISES.
2. The PREMISES is not an improvement project financed by tax increment bonds.
3. This AGREEMENT is entered into subject to the rights of the holders of outstanding
bonds of the CITY.
4. The PREMISES is not owned or leased by any member of the Allen City Council, or any
member of the Allen Planning and Zoning Commission, or any member of the governing body of
any taxing units joining in or adopting this AGREEMENT.
TAX ABATEMENT AUTHORIZED
5. This AGREEMENT is authorized by the TAX CODE, and in accordance with the TAX
ABATEMENT GUIDELINES, and approved by resolution of the City Council of the CITY
authorizing the execution of this AGREEMENT.
6. Subject to the terms and conditions of this AGREEMENT, and provided the Allen
Economic Development Corporation has approved building, site, lighting, and landscape plans for
the PREMISES, the CITY hereby grants PRENTISS an abatement of ad valorem taxation on the
PREMISES and grants to MICROGRAFX an abatement of ad valorem taxation for the
TANGIBLE PERSONAL PROPERTY (hereinafter defined) to be located on the PREMISES
Tax Abatement Agreement - Page 2
Ordinance No. 1656-11-98
SS19965
for a period of six (6) years in accordance with [he schedule described below. The actual
percentage of taxes subject to abatement for each year of this AGREEMENT will apply only to
that portion of the TAXABLE VALUE (hereinafter defined) of the real property that exceeds the
unimproved property's taxable value for the year in which this AGREEMENT is executed (BASE
YEAR/1998). The tax abatement agreement for TANGIBLE PERSONAL PROPERTY will
only apply to the TAXABLE VALUE of personal property added to the PREMISES after this
AGREEMENT is executed.
Year Percentage of Abatement
80%
80%
70%
60%
60%
50%
7. The period of tax abatement herein authorized shall be six (6) years, beginning the FIRST
YEAR OF TAX ABATEMENT (hereinafter defined).
8. During the period of tax abatement herein authorized, MICROGRAFX and PRENTISS
' shall be subject to all City taxation not abated, including but not limited to, sales tax and ad valorem
taxation on land to the extent not abated hereby.
DEFINITIONS
9. Wherever used in this AGREEMENT, the following terms shall have the meanings
ascribed to them:
A. The PREMISES shall mean the real property described in Exhibit "A"
attached hereto and incorporated herein for all purposes including any improvements and
TANGIBLE PERSONAL PROPERTY, excluding inventory and supplies, which is
added to the property subsequent to the execution of this AGREEMENT;
B. The IMPROVEMENTS shall mean the contemplated improvements to be
located on the PREMISES and as further described herein, including but not limited to
buildings and structures added to the property other than inventory.
C. The BASE YEAR shall mean the year in which the Tax Abatement
AGREEMENT is executed (1998).
Tax Abatement Agreement - Page 3
Ordinance No. 1656-11-98
8819865
D. The FIRST YEAR OF TAX ABATEMENT shall be January 1 of the
calendar year immediately following the issuance of a certificate of occupancy for the
IMPROVEMENTS, unless otherwise agreed to by the parties.
E. TAXABLE VALUE means the appraised value of the PREMISES or the
TANGIBLE PERSONAL PROPERTY, as the case may be, as certified by the Collin
County Appraisal District as of January 1 of a given year.
F. TANGIBLE PERSONAL PROPERTY shall mean tangible personal
property, equipment and fixtures other than inventory or supplies added to the PREMISES
subsequent to the execution of this AGREEMENT.
G. For purposes hereof, an "Event of Bankruptcy or Insolvency" shall
mean the dissolution or termination of PRENTISS' or MICROGRAFX's existence as a
going business, insolvency, appointment of receiver for any part of PRENTISS' or
MICROGRAFX's property and such appointment is not terminated within ninety (90)
days after such appointment is initially made, any general assignment for the benefit of
creditors, or the commencement of any proceeding under any bankruptcy or insolvency
laws by or against PRENTISS or MICROGRAFX and such proceeding is not dismissed
within ninety (90) days after the filing thereof.
' IMPROVEMENTS
10. PRENTISS owns or is under contract to purchase from the AEDC, the real property
described in Exhibit "A", and agrees to construct or cause to be constructed one office building/air
conditioned warehouse building of approximately 80,000 square feet (and other ancillary facilities
such as reasonably requited parking and landscaping more fully described in the submittals filed by
PRENTISS with the CITY from time to time in order to obtain a building permit) (the
"IMPROVEMENTS'). The costs of the IMPROVEMENTS exclusive of the land shall be at
least Seven Million Dollars ($7,000,000). MICROGRAFX agrees to lease the PREMISES from
PRENTISS and occupy the IMPROVEMENTS for a period of ten (10) years and to locate
TANGIBLE PERSONAL PROPERTY on the PREMISES. The combined value of the
IMPROVEMENTS and the TANGIBLE PERSONAL PROPERTY including inventory and
supplies (but excluding inventory granted fieeport exemption by the Appraisal District) to be added
to the PREMISES should be at least Eleven Million Dollars ($11,000,000) not including the land
as of January 1, 2000. Nothing in this AGREEMENT shall obligate PRENTISS to construct the
IMPROVEMENTS on the PREMISES, and/or MICROGRAFX to locate TANGIBLE
PERSONAL PROPERTY on the PREMISES, but said actions are a condition precedent upon
initiation of tax abatement pursuant to this AGREEMENT.
CONSTRUCTION OF IMPROVEMENTS
' Tax Abatement Agreement - Page
Ordinance No. 1656-11-98
5519965
' 11. As a condition precedent to the initiation of tax abatement pursuant to this AGREEMENT,
PRENTISS will diligently and faithfally, in good and workmanlike manner, pursue the completion
of the contemplated Improvements on or before January 1, 2000, as good and valuable
consideration for this AGREEMENT, and that all construction of the IMPROVEMENTS will be
in substantial accordance with all applicable state and local laws, codes, and regulations, (or valid
waiver thereof); provided, that PRENTISS shall have such additional time to complete and
maintain the IMPROVEMENTS as may be requited in the event of "Force Majeure," or delays
caused by MICROGRAFX if PRENTISS is diligently and faithfully pursuing completion of the
same. For this purpose, "Force Majeure" shall mean any contingency or cause beyond the
reasonable control of PRENTISS and/or MICROGRAFX, as applicable including, without
limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse
weather, government or de facto governmental action or inaction (unless caused by negligence or
omissions of PRENTISS and/or MICROGRAFX, as applicable), fires, explosions or floods,
strikes, slowdowns or work stoppages, shortage of materials and labor, or delays by AEDC or the
CITY.
F
12. Subject to events of casualty, condemnation, or Force Majeure, PRENTISS and
MICROGRAFX agree to maintain the PREMISES in substantial accordance with all applicable
state and local laws, codes, and regulations for a period of not less than ten (10) years after the date
a certificate of occupancy is issued for the IMPROVEMENTS or until the CITY and the
TAXING UNITS have received ad valorem taxes from the PREMISES in an amount equal to all
the ad valorem taxes abated herein whichever occurs first.
13. The CITY, its agents and employees, shall have the right of reasonable access to the
PREMISES during construction to inspect the Improvements at reasonable times during normal
business hours and with reasonable notice to MICROGRAFX and PREMISS, and in accordance
with their visitor access and security policies, in order to insure that the construction is in
accordance with this AGREEMENT and all applicable state and local laws and regulations (or
valid waiver thereof).
GENERAL REQUIREMENTS
14. Construction plans for the IMPROVEMENTS constructed on the PREMISES will be
filed with the CITY, which shall be deemed to be incorporated by reference herein and made a part
hereof for all purposes.
15. After completion of the IMPROVEMENTS, (with completion of the IMPROVEMENTS
to be deemed to have occurred upon the issuance of a Certificate of Occupancy for the
IMPROVEMENTS), PRENTISS shall certify in writing to the CITY the construction cost of the
IMPROVEMENTS (including, but not limited to, all architectural and engineering fees, loan fees
and other normal and customary soft costs). MICROGRAFX shall certify in writing to the CITY
the initial capital investment value of TANGIBLE PERSONAL PROPERTY located on the
PREMISES as of the FIRST YEAR OF TAX ABATEMENT. MICROGRAFX and
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Ordinance No. 1656-11-95
SS19N5
PRENTISS shall each annually certify to the CITY to the best of their knowledge, that they are in
' substantial compliance with each term of the AGREEMENT.
16. The PREMISES constructed thereon at all times shall be used in the manner that is
consistent with the City's Comprehensive Zoning Ordinance, as amended.
17. So long as a lease covering the PREMISES is in existence between PRENTISS and
MICROGRAFX, and subject to the terms of the Economic Development Incentive Agreement,
and subject to events of Force Majeure, MICROGRAFX agrees to maintain operations and its
corporate offices in the CITY and to occupy the PREMISES for a period of not less than ten (10)
years commencing on the date a certificate of occupancy is issued for the IMPROVEMENTS.
18. PRENTISS agrees to provide to MICROGRAFX or other applicable tenants, the benefit
of the abatement of real property taxes granted herein. PRENTISS shall, upon written request,
provide the CITY with satisfactory evidence that the benefits of this AGREEMENT have been
provided to MICROGRAFX or other applicable tenants of the PREMISES.
19. So long as a lease covering the PREMISES is in existence between PRENTISS and
MICROGRAFX, and subject to the terms of the Economic Development Incentive Agreement,
MICROGRAFX agrees to locate and maintain TANGIBLE PERSONAL PROPERTY
including inventory and supplies (but excluding inventory granted freeport exemption by the
Appraisal District) on the PREMISES with a TAXABLE VALUE of at least Four Million Dollars
($4,000,000) as of January 1 of the FIRST YEAR OF ABATEMENT and to locate and maintain
TANGIBLE PERSONAL PROPERTY including inventory and supplies (but excluding
inventory granted freeport exemptions by the Appraisal District) on the PREMISES with a
TAXABLE VALUE of at least Two Million Dollars ($2,000,000) as of January 1 of each year
thereafter for a period of five (5) years. Any shortfall in TAXABLE VALUE of the TANGIBLE
PERSONAL PROPERTY after the FIRST YEAR OF ABATEMENT shall not be considered a
breach or "EVENT OF DEFAULT" under this AGREEMENT provided MICROGRAFX pays
its ad valorem tax obligations to the CITY and the TAXING UNITS for such TANGIBLE
PERSONAL PROPERTY based upon a TAXABLE VALUE of Two Million Dollars
($2,000,000) or the appraised value as certified by the Appraisal District, whichever is greater, for
such property. For any such year a shortfall exists, MICROGRAFX agrees as consideration for
the AGREEMENT provided herein, that for each year tax abatement is granted in which a
shortfall exists in the TAXABLE VALUE for such property, it shall be obligated to pay ad
valorem taxes for such TANGIBLE PERSONAL PROPERTY based upon a TAXABLE
VALUE of Two Million Dollars ($2,000,000) or the appraised value as certified by the Appraisal
District, whichever is greater.
20. So long as a lease covering the PREMISES is in existence between PRENTISS and
MICROGRAFX, and subject to the terms of the Economic Development Incentive Agreement,
MICROGRAFX shall use its reasonable efforts to employ approximately Two Hundred Fifty
Tax Abatement Agreement - Page 6 SS19865
Ordinance No. 1656-I1-98
(250) people at the IMPROVEMENTS each year for a period of ten (10) years commencing on
the date a certificate of occupancy is issued for the IMPROVEMENTS.
DEFAULT: RECAPTURE OF TAX REVENUE
21. In the event that MICROGRAFX or PRENTISS fail in performance of any of the
following conditions: (i) completion of the IMPROVEMENTS in accordance with this
AGREEMENT or in accordance with applicable State or local laws, codes or regulations; (u) have
any delinquent ad valorem or State sales taxes owed to the CITY (provided such party retains the
right to timely and properly protest and/or contest such taxes or assessment and the tax abatement
will be applied to the amount of taxes finally determined to be due as the result of any such protest
or contest); (iii) upon the occurrence of any "Event of Bankruptcy or Insolvency"; or (iv) breaches
any, of the material terms and conditions of this AGREEMENT, then such "DEFAULTING
PARTY", after the expiration of the notice and cure periods described herein, shall be in default of
this AGREEMENT (an "EVENT OF DEFAULT'). As liquidated damages in the event of
EVENT OF DEFAULT, and during the continuance of such EVENT OF DEFAULT, the
"DEFAULTING PARTY" shall, within thirty (30) days after demand, pay to the CITY all taxes
which otherwise would have been paid to the CITY without benefit of a tax abatement with interest
at the statutory rate for delinquent taxes as determined by Section 33.01 of the TAX CODE, as
amended, but without penalty. The parties acknowledge that actual damages in the event of default
termination would be speculative and difficult to determine. The parties further agree that any
property tax revenue lost, including interest as a result of this AGREEMENT, at the statutory rate
for delinquent taxes, shall be recoverable against such "DEFAULTING PARTY" and shall
constitute a tax lien against the property the subject of the AGREEMENT owned by the
"DEFAULTING PARTY", and shall become due, owing and shall be paid to the CITY within
thirty (30) days after termination.
22. Upon material breach by MICROGRAFX or PRENTISS of any material obligations
under this AGREEMENT, the CITY shall notify such "DEFAULTING PARTY" in writing.
The "DEFAULTING PARTY" shall have thirty (30) days from receipt of the notice in which to
cure any such default. If the default cannot reasonably be cured within a thirty (30) day period, and
such "DEFAULTING PARTY" commences action reasonably calculated to cure such default
within said thirty (30) day period and continues thereafter to diligently and continuously prosecute
the same to conclusion, such "DEFAULTING PARTY" shall have up to, but not exceeding, an
additional ninety (90) days in which to effectuate the cure of such breach. If the default cannot be
reasonably cured within such period, the CITY may, in its reasonable discretion extend the period
in which the violation must be cured.
23. If the "DEFAULTING PARTY" fails to cure the default within the time provided herein
or, as such time period may be extended, an EVENT OF DEFAULT shall be deemed to have
occurred and during the continuance of such EVENT OF DEFAULT the CITY at its sole option
shall have the right to terminate this AGREEMENT by written notice to such "DEFAULTING
PARTY".
Tax Abatement Agreement - Page 7
Ordinance No. 1656-11-98
SS19865
' 24. Upon termination of this AGREEMENT by CITY, all tax revenue abated as a result of
this AGREEMENT shall become a debt to the CITY as liquidated damages, and shall become due
and payable not later than thirty (30) days after a notice of termination is made. The CITY shall
have all remedies for the collection of the recaptured tax revenues provided generally in the TAX
CODE for the collection of delinquent property tax. The CITY at its sole discretion has the option
to provide a repayment schedule. The computation of tax revenue abated for the purposes of the
AGREEMENT shall be based upon the full TAXABLE VALUE without tax abatement for the
years in which tax abatement hereunder was received by such "DEFAULTING PARTY" with
respect to the PREMISES and/or the TANGIBLE PERSONAL PROPERTY as the case may
be, as determined by the Collin County Appraisal District, multiplied by the tax rate of the years in
question, as calculated by the City Tax Assessor -Collector. Penalties as provided for delinquent
taxes shall accrue after expiration of the thirty (30) day payment period.
ANNUAL APPLICATION FOR TAX EXEMPTION
25. It shall be the responsibility of MICROGRAFX and PRENTISS, pursuant to the TAX
CODE, to file an annual exemption application form with the Chief Appraiser for each appraisal
district in which the eligible taxable property has situs. A copy of each exemption application shall
be submitted to the CITY. MICROGRAFX shall annually render the value of the TANGIBLE
PERSONAL PROPERTY located on the PREMISES to each appraisal district in which the
' eligible taxable property has situs and provide a copy of the same to the CITY.
SUCCESSORS AND ASSIGNS
26. This AGREEMENT shall be binding on and inure to the benefit of the parties to it and
their respective heirs, executors, administrators, legal representatives, successors, and assigns. This
AGREEMENT may be assigned to affiliates of PRENTISS and/or MICROGRAFX without the
CITY's consent. Any other assignment shall require the consent of the CITY, such consent not to
be unreasonably withheld , conditioned, or delayed. The transfer of the outstanding capital stock of
MICROGRAFX and/or PRENTISS through the over-the-counter market or any recognized
national securities exchange shall not be deemed to be an assignment pursuant to this Paragraph 26
and shall not require any approvals of AFDC.
NOTICE
27. All notices required by this AGREEMENT shall be addressed to the following, or such
other party or address as the parties designate in writing, by certified mail, postage prepaid, return
receipt requested, or by hand delivery. Any notice required or permitted to be delivered hereunder
shall be deemed received three (3) business days after deposited in an official depository under the
regular care and custody of the United States Postal Service and sent by United States Mail, postage
prepaid, certified mail, return receipt requested, addressed to the party at the address set forth below
or on the day actually received if sent by courier or otherwise hand delivered. No notice of change
Tax Abatement Agreement - Page 8
Ordinance No. 1656-I1-98
SS19965
1
of address or addressee shall be effective until ten (10) days following deposit of same in an official
depository under the regular care and custody of the United States Postal Service as aforesaid.
1. CITY: Mayor and City Manager
City of Allen
One Butler Circle
Allen, Texas 75013
Tax Abatement Agreement - Page 9
Ordinance No. 1656-11-98
SS19965
2. MICROGRAFX: Micrografx, Inc.
' Attn: Doug Richard/CEO
1303 E. Arapaho Road
Richardson, Texas 75081
3. PRENTISS: Prentiss Properties Acquisition Partners, L.P.
a Delaware Limited Partnership
3860 West Northwest Highway, Ste. 400
Dallas, Texas 75220
Attention: Dennis J. DuBois
with a copy to: 3890 West Northwest Highway, Ste. 400
Dallas, Texas 75220
Attention: J. Kevan Dilbeck
4. COLLIN COUNTY: County of Collin
c/o County Judge
210 S. McDonald Street
McKinney, Texas 75069
5. COLLIN CCD: Collin County Community College District
' c/o Carey Cox, Chairman
2200 W. University
McKinney, Texas 75070
AUTHORIZATIONS
28. This AGREEMENT was authorized by resolution of the City Council authorizing the
Mayor to execute this AGREEMENT on behalf of the CITY.
29. This AGREEMENT was authorized by the minutes of the Commissioners Court of
Collin County, Texas, at a meeting whereupon it was duly determined that the County Judge
would execute the AGREEMENT on behalf of Collin County, Texas.
30. This AGREEMENT was authorized by the Board Minutes of the Board of Trustees of
Collin County Community College District at a Board Meeting whereupon it was duly
determined that the Chairman would execute the AGREEMENT on behalf of Collin County
Community College District.
SEVERABILITY
31. In the event any section, subsection, paragraph, sentence, phrase or word herein is held
' invalid, illegal or unconstitutional, the balance of this AGREEMENT, shall be enforceable and
Tax Abatement Agreement - Page 10 SS19865
Ordinance No. 1656-11-98
' shall be enforced as if the parties intended at all times to delete said invalid section, subsection,
paragraph, sentence, phrase or word; and such invalid, illegal, unconstitutional or unenforceable
section, subsection, paragraph, sentence, phrase or word shall be substituted by a section,
subsection, paragraph, sentence, phrase or word as near in substance thereto as may be valid, legal,
constitutional and enforceable.
APPLICABLE LAW
32. This AGREEMENT shall be construed under the laws of the State of Texas. Venue for
any action under this AGREEMENT shall be the State District Court of Collin County, Texas.
This AGREEMENT is performable in Collin County, Texas.
COUNTERPARTS
33. This AGREEMENT may be executed in any number of counterparts, each of which shall
be deemed an original and constitute one and the same instrument.
ENTIRE AGREEMENT
34. This AGREEMENT and the Economic Development Incentive Agreement of even date
herewith embodies the complete agreement of the parties hereto, superseding all oral or written
' previous and contemporary agreements between the parties and relating to the matters in this
AGREEMENT, and except as otherwise provided herein cannot be modified without written
agreement of the patties to be attached to and made a part of this AGREEMENT.
I
35. The provisions of this AGREEMENT are hereby declared covenants running with the
PREMISES and are fully binding on all successors, heirs, and assigns of PRENTISS who acquire
any right, title, or interest in or to the PREMISES or any part thereof. Any person who acquires
any right, title, or interest in or to the PREMISES, or any part hereof, thereby agrees and covenants
to abide by and fully perforin the provisions of this AGREEMENT with respect to the right, title
or interest in such PREMISES.
RECORDATION OF AGREEMENT
36. A certified copy of this AGREEMENT shall be recorded in the Deed Records of Collin
County, Texas.
INCORPORATION OF RECITALS
37. The determinations recited and declared in the preambles to this AGREEMENT are hereby
incorporated herein as part of this AGREEMENT.
Tax Abatement Agreement - Page 11
Ordinance No. 1656-11-98
SS19865
EXHIBITS
38. All exhibits to this AGREEMENT are incorporated herein by reference for all purposes
wherever reference is made to the same.
MISCELLANEOUS
39. This AGREEMENT is expressly contingent upon PRENTISS' purchase of the real
property described in Exhibit "A" from the AFDC.
EXECUTED in duplicate originals this the \� day of o u 998.
ATTEST:
CITY OF ALLEN, TEXAS
By. /44 -
STEPHEN TERRELL, MAYOR
SECRETARY
EXECUTED in duplicate originals this the'V" day ofO,tg,,.r . 1998.
PRENTISS PROPERTIES ACQUISITION
PARTNERS, L.P., a Delaware Limited Partnership
By: Prentiss Properties I, Inc., general partner
By: \
DE14MS J. DUBOIS
EXECUTIVE VICE PRESIDENT
' Tax Abatement Agreement - Page 12 SS19965
Ordinance No. 1656-11-98
r-,
EXECUTED in duplicate originals this the y of 6 98.
NDCROGRAFX, INC.
By:
0 RICIOM, CEO
I ti 95
EXECUTED in duplicate originals this the _Ljj� day of. i o' 19W.
COUNTY OF CO O
By:
RON HARRIS, COUNTY JUDGE
EXECUTED in duplicate originals this the 15zl- day of 1998.
COLLIN COUNTY COMMUNITY COLLEGE
LZ
Tax Abatement Agreement - Page 13
CAREY COX,
Ordinance No. 1656-11-98
5519865
L
MAYOR'S ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF COLLIN
This instrument was acknowledged before me on the LC�_ day of Nt%14.bl. ,
1998, by Stephen Terrell, as Mayor of the City of Allen, Texas.
„mw SHELLEY B. GEORGE
1 NOTARY PUBLIC
State of Texas
'�ror.Sr Comm. Exp. 0320.2001
My Commission Expires:
Tax Abatement Agreement - Page 14
p a
Notary Publi n and For the Slate of Texas
Ordinance No. 1656-11-98
SS19965
I
MICROGRAFX'SACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF COLLIN
This instrument was acknowledged before me on the Z,�rk day of NGdl9 AWB ,
1998, by Doug Richard as CEO of Micrografx, Inc.
i � e CMARI9aE CANFIELD
Sate olFTe�ree
�O.OS MY Canm. EVP. OB -0B -0Z
My Commission Expires:
l
Tax Abatement Agreement - Page 15
Iplill/ /�II�I _
Ordinance No. 1656-11-98
SS19865
P
I
PRENTISS' ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF COLLIN
This instrument was acknowledged before me on the 3,w day of Tc.cc:.,6 ,
1998, Dennis J. DuBois, Executive Vice President of Prentiss Properties 1, Inc., a general partner
of Prentiss Properties Acquisition Partners, L.P., a Delaware Limited Partnership.
:CHkR ELKINSNOSt Mmes'04*0•P My CExpires 0531-01
My Commission Expires:
5 130 lei
Tax Abatement Agreement - Page 16
Notary Pi In and For the State of Texas
Ordinance No. 1656-11-98
SS19865
COUNTY'S ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF COLLIN
This instrument was acknowledged before me on the j day of
1 ggct
1998; by Ron Harris, as County Judge of Collin County, Texas.
KIMPEFLt M. SHELDON
v
OF
'.',FF Pub
GTFTC
o�'�"�My Ccr�m
Notary Public In For the State of Texas
My Commission Expires:
1361(a�q
Tax Abatement Agreement - Page 17
Ordinance No. 1656-11-98
SS19965
L
COLLEGE DISTRICT'S ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF COLLIN
This instrument was acknowledged before me on the ISZ,,� day of Qom-:.a,-,� , 1998, by
Carey Cox, being the Chairman of the Collin County Community College District.
R!M
RONEBLICexae-312002
My Commission Expires:
Tax Abatement Agreement - Page 18
'47
Not�Publidqn and For the State of Texas
Ordinance No. 1656-11-98
S919865
' EXHIBIT "A"
LEGAL DESCRIPTION
I
The general description of the property follows:
A 10.0037 acre tract of land being all of Lot 2, of the Replat of Lot 1, Block 1 of the Millennium Business
Park, an Addition to the City of Allen, Collin County, Texas being recorded in Cabinet 1, Page 588 of the
Plat Records of Collin County, Teras (PRCCT) as shown hereon and being more particularly described as
follows:
The POINT OF BEGINNING is a half-inch iron rod with a GBW yellow cap set to mark the southwest
comer of the intersection of Century Parkway (85' right-of-way) and Millennium Drive (85' right-of-way),
said point being the west right-of-way for Century Parkway and being the southwest corner of a comer clip
for said southwest intersection, and being in the east line of said Lot 2, said point also being the beginning
of a non -tangent curve to the left having a radius of 5742.50 feet;
THENCE, with said curve being the west right-of-way of Century Parkway and the east of line of Lot 2,
through a central angle of 02°16' 38" an arc distance of 228.24 feel, said curve having a chord which bears
S 15° 10' 00" W a distance of 228.22 feet to a half-inch von rad with a yellow GBW cap set to mark the
point of tangent;
THENCE, S 14° 01' 41" W with said right-of-way and east line a distance of 120.00 feet to a half inch
iron rod with a yellow GBW cap set to mark the beginning of a tangent curve to the left, said curve having
a radius of 1,142.50 feet;
THENCE, with said west right-of-way and east line through a central angle of 09° 2 P 59" an arc distance
of 186.77 feet, said curve having a chord which bears S 09° 20' 42" W a distance of 185.56 feet to a half-
inch iron rad with a yellow GBW cap set to mark the point of tangent;
THENCE, S 04° 39' 42" W with said right-of-way and cast line of Lot 2 a distance of 203.47 feet to a
half-inch iron rod with a yellow GBW cap set to mark the beginning of a circular curve to the right, said
curve having a radius of 1,057.50 fent;
THENCE, with said curve continue with said common line through a central angle of 16° 5 P 16" an arc
distance of 311.08 feet and having a chord which bears S 13° 05' 20" W a distance of 309.% feet to a half-
inch iron rod with a yellow GBW cap set to mark the northeast end of a corner clip at the northwest comer
of intersection of said Century Parkway and Bethany Drive (110' right-of-way);
THENCE, S 640 58' 01" W with said comer clip a distance of 14.62 fret to a half-inch iron rod with a
yellow GBW cap set to mark the point at the southwest end of said corner clip, said point being at the
beginning of a non -tangent curve to the left, having a radius of 786.42 feet;
THENCE, with said curve on the north right-of-way line of Bethany Drive, being the south line of Lot 2,
through a central angle of 03° 04' 05" an arc distance of 42.11 feet, having a chord which bears N 730 47'
19" W a distance of 42.10 feet to a half-inch 'non rod with a yellow GBW cap set to mark the point, which
Tax Abatement Agreement - Page 18
Ordinance No. 1656-11-98 Page 24
m19865
' point is a southwest comer of Lot 2 and a southeast comer of Bethany Tech Center Addition, an addition to
the City of Allen as recorded in Cabinet F, page 273, PRCCT;
THENCE, N 14° 01' 41" E departing said right-of-way and with a west line of said Lot 2, being the east
line of said Bethany Addition, a distance of 426.42 feel to a point, from which point a found half-inch von
rod bears N 51 ° 57' 15" W a distance of 1.27 feet, said point being on interior ell comer of Lot 2, and
being the northeast comer of said Bethany Center Addition;
THENCE, N 75° 58' 19" W with a south line of said Lot 2 being the north line of said Bethany Tech
Center and also the north line of the N/F Madstone Properties, as recorded in Volume 92, page 5975,
PRCCT, a distance of 623.14 feet to a point, said point being the southwest corner of Lot 2, being the
southeast comer of Lot 1 R of said Millennium Park Addition, and being in the north line of said N/F
Madstone Properties, from which point a found 5/8 inch von rod been N 400 55' 55" W a distance of 0.11
feet;
THENCE, N 14° 04' 56" E with the west line of Lot 2 being the east line of Lot 1 R a distance 662.74 feet
to a one-half inch von rod with a yellow GBW cap set to mark the point, said point being the northwest
comer of Lot 2 and being the northeast corner of Lot 1 R of said Lot 1, Block 1 of Millennium Business
Park, said point also being in the south right-of-way of Millennium Drive;
THENCE, S 75° 58' 19" E with the north line of said Lot 2 being the south fine of Millennium Drive a
distance of 222.34 fed to a one-half inch iron rod with a yellow GBW cap set to mark the point at the
beginning of tangent curve to the right, having a radius of 1,957.50 fed;
THENCE, along said curve with said south right-of-way and the north line of Lot 2 through a central angle
of 02° 53' 19" an arc distance of 98.69 fed and having a chord which bears S 74° 3 P 39" E a distance of
98.68 fed to a one-half inch von rod with a yellow GBW cap set to mark the point of tangent;
THENCE, S 73'05' 00" E with said common line a distance of 288.40 fed to a half inch iron rod with a
yellow GBW cap set to mark the point at the beginning of a comer clip, being at the southwest corner of
Millennium Drive and Century Parkway;
THENCE, S 28° 23' 20" E with said corner clip a distance of 26.73 fed of the POINT OF BEGINNING
and containing 10.0037 acres (435,762 square fed) of land.
THE CITY OF ALLEN, TEXAS
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OrdinenceNo. 1656-11-98 Page 25
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