Loading...
O-3411-7-16ORDINANCE NO. 3411-7-16 ' AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, DESIGNATING REINVESTMENT ZONE NO. 32 (ALLEN DEVELOPMENT PARTNERS); PROVIDING ELIGIBILITY OF THE ZONE FOR COMMERCIAL -INDUSTRIAL TAX ABATEMENT; CONTAINING FINDINGS THAT THE AREA QUALIFIES TO BE DESIGNATED AS A REINVESTMENT ZONE AND THE IMPROVEMENTS SOUGHT ARE FEASIBLE AND PRACTICABLE AND OF BENEFIT TO THE LAND AND THE CITY; PROVIDING FOR A SEVERABILITY CLAUSE; PROVIDING FOR A REPEALING CLAUSE; AND PROVIDING FOR THE EFFECTIVE DATE OF SAID ORDINANCE. WHEREAS, the City Council of the City of Allen, Texas, has caused notice to be published in a newspaper having general circulation in the City and has delivered such notice to the presiding officer of the governing body of each taxing unit that includes in its boundaries real property described herein; and, WHEREAS, the City Council of the City of Allen, Texas, has conducted a public hearing on the designation of the area described herein as a reinvestment zone. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, THAT: SECTION 1. The City Council of the City of Allen, Texas, finds that the area described herein will, if designated as a reinvestment zone, be reasonably likely to contribute to the retention or expansion of primary employment, or to attract major investment in the zone that will be of benefit to the property and contribute to the economic development of the City. The City Council further 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 after the expiration of a tax abatement agreement. SECTION 2. Pursuant to the provisions of Section 312.201 of the Texas Tax Code, the real property described in Exhibit "A" and made a part hereof for all purposes is hereby designated as a reinvestment zone and for identification is assigned the name "Reinvestment Zone No. 32" or "Allen Development Partners Zone". SECTION 3. The property within Reinvestment Zone No. 32 is eligible for commercial -industrial tax abatement effective on January 1, 2016. SECTION 4. Should any word, sentence, paragraph, subdivision, clause, phrase or section of this Ordinance be adjudged or held to be void or unconstitutional, the same shall not affect the validity of the remaining portions of said Ordinance or as amended hereby, which shall remain in full force and effect. SECTION 5. All ordinances of the City of Allen in conflict with the provisions of this Ordinance shall be, and the same are hereby, repealed; provided, however, that all other provisions of said ordinances not in conflict herewith shall remain in full force and effect. SECTION 6. This Ordinance shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Allen, and it is, accordingly, so ordained. L DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, ON THIS THE 26TH DAY OF JULY 2016. APPROVED AS TO FORM: -42 .A PTeFer G. Smith, CITY ATORNEY (PGS:7-11-16:T 76947) APPROVED: &i CL '-�) Stephen Terrell, MAYOR ATTEST: �George' SSB11MC, CITYY RE Ordinance No. 3411-7-16 Page 2 1 1 EXHIBTT A Legal Description for Zone 32 EXHIBIT "A" 1.754 ACRE TRACT OF LAND MICHAEL SEE SURVEY. ABSTRACT NO. 543 CITY OF ALLEN, COLLIN COUNTY, TEXAS BEING A 1 754 ACRE TRACT OF LAND SITUATED IN THE MICHAEL SEE SURVEY, ABSTRACT NO, 543, CITY OF ALLEN, COLLIN COUNTY, TEXAS, AND BEING A PORTION OF LOT 2, BLOCK A OF MILLENNIUM OFFICE PARK, AN ADDITION TO THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME K, PAGE 856, PLAT RECORDS OF COLLIN COUNTY, TEXAS, IF R.0 C T.), AND ALSO BEING A PORTION OF THAT CALLED 55 024 ACRE TRACT OF LAND DESCRIBED TO ALLEN ECONOMIC DEVELOPMENT CORPORATION IN THE SPECIAL WARRANTY DEED RECORDED IN VOLUME 3914, PAGE 1795, OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (OP R C T), SAID 1754 ACRE TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A 518 -INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED'STANTEC' FOUND FOR THE SOUTHEAST CORNER OF SAID LOT 2, BLOCK A, SAME BEING THE POINT OF INTERSECTION OF THE WESTERLY RIGHT -OF -WAV LINE OF WATTERS CREEK BOULEVARD, (FORMERLY KNOWN AS CENTRAL PARK DRIVE) (A VARIABLE WIDTH PUBLIC RIGHT-OF-WAY) WITH THE NORTH RIGHT -OF -WAV LINE OF BETHANY DRIVE (A VARIABLE WIDTH PUBLIC RIGHT-OF-WAY), THENCE NORTH 88'45-05' WEST ALONG THE NORTH RIGHT -OF -WAV LINE OF SAID BETHANY DRIVE, A DISTANCE OF 30.03 FEET TO THE POINT OF BEGINNING; THENCE NORTH 88.45105' WEST ALONG THE NORTH RIGHT -OF -WAV LINE OF SAID BETHANY DRIVE, A DISTANCE OF 99.49 FEET TO A 5/&INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED'STANTEC' FOUND FOR CORNER; THENCE OVER AND ACROSS SAID LOT 2, BLOCK A THE FOLLOWING: NORTH 84' 56' 14' WEST, A DISTANCE OF 75.17 FEET TO A 518 -INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED'STANTEC' FOUND FOR CORNER, NORTH 88' 45' 05' WEST, A DISTANCE OF 37 20 FEET TO A S18 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED'STANTEC' FOUND FOR CORNER; NORTH 00'01'47' EAST, A DISTANCE OF 207.59 FEET TO A 5/8 -INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED'STANTEC' FOUND FOR CORNER, SOUTH 89'58'13' EAST, A DISTANCE OF 30.10 FEET TO A 518 -INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED'STANTEC' FOUND FOR CORNER, NORTH 00.01'47' EAST, A DISTANCE OF 99 11 FEET TO A 5/8 -INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED'STANTEC' FOUND FOR CORNER; SOUTH 89.58'13' EAST, A DISTANCE OF 243 99 FEET TO THE BEGINNING OF A NON - TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 845.00 FEET FROM WHICH THE RADIUS POINT BEARS SOUTH 75'39'45' EAST A DISTANCE OF 845 00 FEET, WITH SAID NON -TANGENT CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 10.37OB" FOR AN ARC LENGTH OF 156.61 FEET, HAVING A CHORD BEARING OF SOUTH 8'33'28' WEST AND A CHORD DISTANCE OF 156 38 FEET TO THE POINT OF TANGENCY OF SAID CURVE: SOUTH 01'14'55' WEST, A DISTANCE OF 1151 FEET TO A POINT FOR CORNER Sl UR'a11NO81A00011Dex+ WaTP%N MMENTDEWRITION OTMLTA ABATE DEW O Page 1 of 2 Ordinance No. 3411-7-16, Page 3 I EXHIBIT "A" 1.754 ACRE TRACT OF LAND MICHAEL SEE SURVEY, ABSTRACT NO. 543 CITY OF ALLEN, COLLIN COUNTY, TEXAS SOUTH 07'2T33' WEST, A DISTANCE OF 12813 FEET TO A POINT FOR CORNER, SOUTH 49' 21' 10' WEST A DISTANCE OF 37.22 FEET TO THE POINT OF BEGINNING. CONTAINING A COMPUTED AREA OF 78,422 SQUARE FEET OR 1 754 ACRES OF LAND, MORE OR LESS NOTES BEARINGS CALLED FOR HEREIN ARE REFERENCED TO THE TEXAS STATE PLANE COORDINATE SYSTEM (NORTH CENTRAL ZONE, NAD 83) BASED ON LEICA GEOSYSTEMS NORTH TEXAS SMARTNET NETWORK S15UR811]Ma30 lOex ATMMATEMENTDEWRIP Mp OTM4TMABATE DEW A Page 2 of 2 Ordinance No. 3411-7-16. Page 4 STATE OF TEXAS TAX ABATEMENT AGREEMENT COUNTY OF COLLIN This Tax Abatement Agreement (the "Agreement") is entered into by and between the City of Allen, Texas (the "City"), and One Bethany Development Partners LP, a Texas limited partnership ("Owner") (each a "Party' and collectively the "Parties'J, acting by and through their authorized representatives. WITNESSETH: WHEREAS, the City Council of the City of Allen, Texas (the "City Council"), passed an Ordinance (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 32 (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 in accordance with said Ordinance, the Tau Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns or is under contract to purchase the real property described in Exhibit "A" ("Land'), and intends to construct, or cause to be constructed the Improvements on the Land; and WHEREAS, Owner's development efforts 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 contemplated Improvements are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and Page 1 Tax Abatement Agreement City of ABen eod One Bethany Development Partners LP (TM 76937) WHEREAS, the City Council finds that the Improvements sought are feasible and practicable, and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, 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 are located; and NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and 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 Allen and the enhancement of the tax base in the City, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them "Bankruptcy or Insolvency" shall mean the dissolution or termination of a Party's existence as a going business, insolvency, appointment of receiver for any part of a Party'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 such Party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. "Base Year Taxable Value" shall mean the Taxable Value for the Land for the year in which this Agreement is executed (2016). "City" shall mean the City of Allen, Texas, acting by and through its City Manager, or designee. "Commencement of Construction" shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. "Completion of Construction" shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued by the City for Improvements. "Effective Date" shall mean the last date of execution of this Agreement. Page 2 I Tax Abatement Agreement City of Allen and One Bethany Development Partners LP (TM 76937) "Expiration Date" shall mean March 1 of the calendar year following the tenth (le) anniversary date of the First Year of Abatement. "First Year of Abatement" shall mean the calendar year commencing with January 1 of the calendar year immediately following the date of Completion of Construction. "Force Majeure" shall mean (i) acts of war or terrorism, (ii) fire or other similar casualty or unusual and extraordinary occurrence, (iii) explosion, (iv) riot or civil commotion or acts of public enemy, (v) judicial or administrative writ, order or decree, (vi) legislative decisions or actions of, or delays by, applicable local, state or Federal governments, including delays by the City, but only to the extent such delays occur notwithstanding that Owner and its contractors and consultants have provided timely responses to all requests and inquiries of the City arising during the zoning and platting processes, (vii) strikes, lockouts or labor difficulty (includingjurisdictional union labor disputes), (viii) casualty at the job site or resulting in direct physical damage to the Improvements or occurring off-site but only if directly disrupting or delaying the supply chain of labor or materials to the Improvements, (ix) moratoria on the issuance of permits or other governmental approvals affecting construction projects generally in the Dallas -Fort Worth - Arlington Metropolitan Statistical Area, and/or (x) inclement weather of sufficient severity as to reasonably cause a delay in performance of the obligation to be performed. "Improvements" shall mean an office building containing not less than 125,000 square feet of gross building area and approximately 114,000 square feet of net rentable area of office space in not less than five (5) stories constructed on the Land, more fully described in the submittals filed by Owner with City from time to time in order to obtain one or more building permits for construction of the Improvements, provided, however, that "Improvements" shall not include the Land. "Land" means the real property described in Exhibit "A". "Owner" shall mean One Bethany Development Partners LP, a Texas limited partnership. "Premises" shall collectively mean the Improvements and the Land. "Related Agreement" shall mean any agreement, other than this Agreement, by and between the City and the Owner, its parent company, and any affiliated or related entity controlled or owned by Owner, or its parent company. "Taxable Value" means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article B General Provisions 2.1 Owner is the owner ofthe [and, or is under contract to purchase the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct, or cause to be constructed, the Improvements on the Land. Page 3 1 Tax Abatement Agreement City of Allen and One Bethany Development Partners LP (TM 76937) 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights ofthe holders ofoutstanding bonds of the City. 2.4 The Premises are 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. 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that Owner is in compliance with each term of the Agreement. 2.6 The Premises at all times shall be used in the manner (i) that is consistent with the City's Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article Ill Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement and provided the Taxable Value of the Improvements is at least Twenty -Five Million Dollars ($25,000,000.00) as of the First year of Abatement and as of January 1 of each calendar year thereafter during the term of this Agreement, City hereby grants Owner an abatement of fifty percent (500/x) of the Taxable Value of the Improvements for a period of ten (10) consecutive years beginning with the First Year of Abatement The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of ten (10) consecutive years beginning the First Year of Abatement. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on the land. 3.5 The term of this Agreement shall begin on the Effective Date and shall continue until the Expiration Date, unless sooner terminated as provided herein. Page 4 I Taa Abatement Agreement City of Allen and One Bethany Development Partnere LP (TM 76937) Article IV Improvements 4.1 Owner owns or is under contract to purchase the Land and intends to construct or cause to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land, but said actions are conditions precedent to tax abatement for such Partes pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner's tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Commencement of Construction of the Improvements to occur on or before November 30, 2016, and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur within eighteen (18) months thereafter, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall he deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 4.5 The City, its agents and employees shall have the right of access to the Premises during and following construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with visitor access and security policies ofthe Owner, and subject to the rights of tenants pursuant to their respective leases, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event the Owner: (i) fails to construct the Improvements in accordance with this Agreement; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) suffers an event of `Bankruptcy or Insolvency'; or (iv) breaches any of the terms and conditions of this Agreement or a Related Agreement, then Owner after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement, for the property the subject of this Agreement 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 abated tax, including interest, as a result of this Agreement, shall be recoverable against the Owner, its Pages Ci Abatement Agreement City of Allen and One Bethany Development Partners LP (TM 76937) successors and permitted assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after notice of temtination. 5.2 Upon breach by Owner of any of the obligations under this Agreement, the City shall notify Owner in writing, which 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 such 30 -day period, and Owner has diligently pursued such remedies as shall be reasonably necessary to care such default, then the City may extend the period in which the default must be cured. 5.3 If Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, the City, at its sole option, shall have the right to terminate this Agreement by providing written notice to Owner. 5.4 Upon termination of this Agreement by City, all tax 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 provided. The City shall have all remedies for the collection of the abated tax 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 the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements without tax abatement for the years in which tax abatement hereunder was received by Owner, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor -Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue atter expiration of the thirty (30) day payment period. Article VI Annual Application for Tax Exemption It shall be the responsibility of Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for the appraisal district for the Improvements. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received upon the earlier to occur of (a) actual receipt or (b) three (3) days thereafter if sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the Page' Tax Abatement Agreement City of Allen and One Bethany Development Partnere LP (TM ]6937) address set forth below, or such other address as is designated by the applicable Party from time to time, or on the day actually received if sent by courier or otherwise hand delivered: If intended for City, to: Attn: City Manager City of Allen, Texas 305 Century Parkway Allen, Texas 75013 If intended for Owner, to: With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Ross Tower 500 North Akard Dallas, Texas 75201 One Bethany Development Partners, LP Attn: Kaizen Development Partners, LLC 2602 McKinney Avenue, Suite 240 Dallas, Texas 75204 8.2 Authorization. This Agreement was authorized by resolution of the City Council. 8.3 Severabiliri. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the Parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement governed by the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Collin County, Texas. The Parties agree to submit to the personal and subject matterjurisdiction of said court. 8.5 Countemarts. 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. 8.6 Entire Aereement. This Agreement 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 Parties to be attached to and made a part of this Agreement. 8.7 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.8 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.9 Employment of Undocumented Workers. During the term of this Agreement Owner agrees not to knowingly employ any undocumented workers and if convicted of a violation 7 1 Tax Abatement Agreement City of Allen and One Bethany Development Partners LP (TM 76937) under 8 U.S.C. Section 1324a (1), such Owner shall repay the amount of the abated taxes pursuant to this Agreement as of the date of such violation within one hundred twenty (120) days after the date such Owner is notified by City of such violation, plus interest at the rate of four percent (4%) compounded annually from the date of violation until paid. Owner is not liable for a violation of this section by a subsidiary, affiliate, tenant or franchisee of the Owner or by a person with whom such Owner contracts. 8.10 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, m well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 8.11 Successor and Assigns. This Agreement shall be binding on and inure to the benefit ofthe Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager, provided, however the Owner may collaterally assign or pledge Owner's rights under this Agreement to nay lender of the Owner as security for a loan for the Premises. 8.12 Right of Offset. The City may at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Owner, regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. 8.13 Conditions Precedent. This Agreement is subject to and conditioned upon the following condition which is a condition precedent to the obligations of the Parties: Owner closing its purchase of the Land on or before January 31, 2017, unless otherwise agreed by the Parties.. (Signature Page to Follow/ Page 8 1 Tax Abatement Agreement City of Allen and One Bethany Development Partners LP (TM 76937) EXECUTED in duplicate originals the �-Pday of, 2016. CITYOFAL N,TEIAs By: Steve Terrell, Mayor Approved as to Form: By: Peter G. Smith, City Attorney EXECUTED in duplicate originals the _eday of J -1 A , 2016 ONE BETHANY DEVELOPMENT PARTNERS LP, a Texas limited partnership By: One Bethany Development Partners GP, LLC, a Texas limited liability company, Its General Partner By: Kaizen Development Partners, LLC, a Texas limited liability company, Its M By: --- Lee A. White, NYanager Page 1 Tax Abatement Agreement City of Allen and One Bethany Development Partners LP (TM 76937)