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R-05-09-08-11H3 - 9/8/2005RESOLUTION NO. R -05-09-08-11H3 WHEREAS, IKEA Property, Inc . , ("IKEA") has expressed an interest in opening an IKEA retail furniture store (the "Facility") in the City of Round Rock, and WHEREAS, IKEA is expected to purchase approximately 21.36 acres of land (the "Property") within the City as described in Exhibit "A", to be used for location of the Facility, and WHEREAS, the City Council anticipates creating a Reinvestment .Zone on the Property, pursuant to: Chapter 312, Texas Tax Code, and WHEREAS, in anticipation of the purchase of the Property by IKEA and the creation of the Reinvestment Zone, the City Manager has negotiated a proposed Property Tax Abatement Agreement ("Agreement") with IKEA, and WHEREAS, subject . to the purchase of the Property by IKEA and subject to the creation of the Reinvestment Zone on the Property, the Council wishes: to authorize the Mayor to execute the Agreement, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That conditioned on and subject to (1) the purchase of the Property by IKEA and (2) the creation of a Reinvestment Zone on the Property, the Mayor is hereby authorized to execute on behalf of the City a Property Tax Abatement Agreement, a copy of which is attached hereto as Exhibit "B" and incorporated herein. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the @PFDesktop\:+ODMA/WORLDOX/O:/WDOX/RESOLUTI/R50908H3.WPD/s15 public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 8th day of September, 2005. ST: MAX ELL, Mayor City of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secrary 2 PROPERTY TAX ABATEMENT AGREEMENT This Property Tax Abatement Agreement (this "Agreement") is entered into by and between the City of Round Rock, Texas (the "City"), a Texas home rule municipal corporation, and IKEA Property, Inc., a Delaware corporation ("IKEA"). RECITALS WHEREAS, IKEA desires to purchase approximately 21.36 acres of land within the corporate limits of the City as shown on the attached Exhibit A (the "IKEA Tract") on which it will construct the Improvements (as hereinafter defined)" to be used as an IKEA retail facility (the "Facility"); and WHEREAS, by entering into this Agreement, IKEA confirms its intent to open the Facility thereby resulting in new economic development in City; and WHEREAS, on the day of , 2005, the City Council, of the City of Round Rock, Texas, adopted Ordinance No. establishing Reinvestment Zone No. (the "Reinvestment Zone") City of Round Rock, Texas for commercial/industrial tax abatement, hereinafter referred to as "Ordinance No. ", as authorized by the Texas Property Redevelopment and Tax Abatement Act, Chapter 312, Tax Code, V.A.T.S. as amended (the "Tax Abatement Act") ; and WHEREAS, the City has adopted Ordinance No. , which Ordinance adopted appropriate guidelines and criteria governing reinvestment zones and tax abatement agreements to be entered into by the City as contemplated by the Tax Abatement Act; and WHEREAS, the City has determined that the contemplated use of the IKEA Tract and Improvements (as hereinafter defined) as well as the terms of this Agreement are consistent with encouraging development in the Reinvestment Zone in accordance with the purposes for its creation and are in compliance with Ordinance No. and the guidelines and criteria adopted by the City and all applicable laws; and WHEREAS, the Improvements constitute a major investment within the Reinvestment Zone that will substantially increase the appraised value of the property within the Reinvestment Zone; and will contribute to the retention of primary and secondary employment within the City; and WHEREAS, the City finds that there will be no substantial adverse effects on the provision of governmental services or on its tax base and that the planned use of the Premises will not constitute a hazard to public safety, health, or welfare, NOW THEREFORE, the parties hereto do mutually agree as follows: 1. Authorization. This Agreement is authorized by the Tax Abatement Act, and by Resolution of the City Council of the City of Round Rock, Texas dated , 2005. 2. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 1 CITY OF ROUND ROCK / IKEA PROPERTY, INC. EXHIBIT "B" (a) "Abatement Value" means the assessed value of the Eligible Property as determined annually by the Williamson County Appraisal District on behalf of the City less the amount of the Base Year Value. (b) "Abatement" means the full or partial exemption from ad valorem taxes of certain property in the Reinvestment Zone as more particularly set forth in Section 4. (c) "Affiliate of IKEA" means all companies under common control with, controlled by, or controlling IKEA Property, Inc. For purposes of this definition, "control" means 50% or more of the ownership determined by either value or vote. (d) "Base Year Value" means the assessed value of the Eligible Property on January 1, 2006 (or on January 1 of the year of execution of this Agreement if determined to be otherwise required by applicable law), as such value is determined by the Williamson County Appraisal District on behalf of the City. (e) "City Guidelines" means the Guidelines and Criteria for Granting Tax Abatement in Reinvestment Zones created in Round Rock, Texas. (f) "Development Agreement" means that certain Economic Development Program Agreement by and between the City and IKEA. (g) "Eligible Property" means collectively the IKEA Tract, Improvements and the Personal Property. (h) "Improvements" means the buildings, structures, or portions thereof, and other site improvements, including without limitation, fixed machinery and equipment used for commercial or industrial purposes that are erected by IKEA as part of an approximately 252,000 square feet retail development, including related office warehouse and restaurant space to be constructed within the Reinvestment Zone; the type, number and location of such Improvements being more particularly identified on Exhibit B. (i) (i) "Ineligible Property" means (a) such personal property that was located on the IKEA Tract at any time before the execution of this Agreement, or (b) inventory or supplies, but only to the extent such items are precluded by applicable law to qualify for the Abatement. (j) "Personal Property" means taxable non -real property which is purchased or leased for the exclusive use by IKEA in the operation of, or in connection with, the Facility and for which IKEA is obligated by law or by lease terms or other private contractual provision to pay the ad valorem taxes, but excluding any Ineligible Property. Except for removals caused by routine maintenance and replacement, Personal Property shall be located on the IKEA Tract for the exclusive use or benefit of IKEA from the time installed on the IKEA Tract through the duration of each tax year for which an Abatement is granted. 3. Subject Property. The IKEA Tract is located within the Reinvestment Zone . During the Abatement Period, the IKEA Tract shall be used consistent with the general purpose of encouraging development or redevelopment within the Reinvestment Zone. The IKEA Tract PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 2 CITY OF ROUND ROCK / IKEA PROPERTY, INC. is not located in an improvement project financed by tax increment bonds and does not include any property that is owned or leased by a member of the City Council or by a member of the City Planning and Zoning Commission. 4. Grant of Abatement. Subject to the terms and conditions contained herein, and subject to the rights of the holders of any outstanding bonds of the City, the City hereby grants an abatement on 100% of the Abatement Value of the Eligible Property located on or at the IKEA Tract (the "Abatement"). 5. Term of Abatement. IKEA shall receive the Abatement commencing January 1 of the year immediately following the opening of the Facility for business (the "Effective Date of Abatement") and continuing until the earlier of (a) a period of seven (7) years after the Effective Date of Abatement or (b) upon IKEA's receipt of economic value in the aggregate of $5,000,000.00 pursuant to this Agreement and the Development Agreement (the "Abatement Period"). Notwithstanding anything herein to the contrary, in the event the Development Agreement is determined to be invalid or unenforceable or if the City for any reason elects not to continue payments thereunder for the full term of the Development Agreement, the Abatement Period under this Agreement will be extended for an additional three (3) years or until IKEA has received economic value in the aggregate of $5,000,000.00 from the Development Agreement and this Agreement, which ever occurs first. In the event that IKEA receives economic value in excess of the aggregate of $5,000,000 from City pursuant to the Development Agreement and this Agreement, IKEA agrees to promptly reimburse the City such excess. The City shall have all remedies for the collection of the aforesaid excess as provided generally in the Tax Code for the collection of delinquent property taxes. Notwithstanding anything herein to the contrary, the Effective Date of Abatement shall be January 1 of the year immediately following substantial completion of the Improvements if determined to be otherwise required by applicable law. 6. Taxable Property. During the Abatement Period, taxes shall be payable on the Eligible Property and the Ineligible Property located within the Reinvestment Zone as follows: (a) The value of the Ineligible Property as defined herein shall be fully (b) The Base Year Value of the Eligible Property as determined by the Williamson County Appraisal District shall be fully taxable. (c) The City shall each enter into only one tax abatement agreement for the Improvements described in this Agreement during the existence of the Reinvestment Zone. 7. Right -of -Way Dedication. IKEA agrees to convey and dedicate to the City by deed and by plat the right-of-way along Chandler Road, as more particularly shown on Exhibit D attached hereto. taxable; and 8. IKK's Development Covenants . In consideration of the City's agreement to enter into this Agreement IKEA represents that it intends to construct and/or install the Facility for the purpose of opening and operating a retail store and IKEA acknowledges that the City's obligations hereunder are conditioned upon IKEA's construction of the Facility. In the event IKEA fails to substantially complete the Improvements and open the Facility for business by PROPERTY TAX ABATEMENT AGREEMENT 3976407x.10 3 CITY OF ROUND ROCK / IKEA PROPERTY, INC. December 31, 2008 (subject to delays caused by events of Force Majeure), the City may terminate this Agreement by giving IKEA written notice of such termination prior to the date IKEA opens the Facility for business. 9. City's Development Covenants. In consideration of IKEA's agreement to construct the Improvements within the Reinvestment Zone, the City agrees to the following: (a) Expedited Zoning, Site Plan and Plat Approvals. The City shall expedite and "fast track" the process for providing its review and approval of IKEA's applications for zoning, site plans and platting in connection with the development and construction of the Facility. If requested by IKEA, the City shall also use its reasonable efforts to assist IKEA in obtaining any and all other consents and approvals which IKEA deems necessary in connection with its development and construction of the Facility. (b) Expedited Plan Review and Permitting Process. The City shall expedite its review process for all other plans in connection with the development and construction of the Facility and will accommodate IKEA, to the extent reasonably deemed practicable by the City, in splitting permits and scheduling inspections on a priority basis in order to expedite the issuance of permits and allow a "fast tract" construction process. (c) Fee Waiver. The City agrees to waive all, and IKEA shall have no obligation to pay any of the following fees and charges in connection with the development of the IKEA Tract and construction of the Facility: landscape inspection fee, demolition permit fee, building permit fees, regional detention fee, wastewater discharge permit fee, water and sewer line inspection fee and subdivision improvements inspection fee. IKEA agrees to pay to the City the following fees in connection with development of the IKEA Tract and construction of the Facility: IKEA's proportionate share of the parkland fees, the tree mitigation fee (but only to the extent of the mitigation required in the approved site development plan), structural steel inspection fee, oversize fee, impact fees for water, wastewater and drainage, and the water meter fee. Notwithstanding anything herein to the contrary, the City agrees to waive any existing or future fees or charges in connection with the development of the IKEA Tract and construction of the Facility which are within the City's control and not identified above. (d) No Off -Site Contributions. The City agrees that IKEA will not be required to construct, install or place, or otherwise contribute towards the construction, installation or placement of, any improvements located outside of the IKEA Tract or any other City infrascture. The City further agrees that IKEA will not be required to dedicate, convey or otherwise set aside any real property, or contribute towards the purchase of any real property in order to mitigate for IKEA's development and construction of the Facility. (e) Chandler Road Frontage. The City agrees to cooperate with the Texas Department of Transportation ("TxDot") and use its best efforts to cause TxDot to complete its planned improvements to the frontage of Chandler Road prior to October 1, 2006. (f) IKEA Way. The City hereby consents to naming the main entry right-of- way into the IKEA Tract "IKEA Way" and has no objection with IKEA using "IKEA Way" as its official address regardless whether IKEA Way is a public or private right-of-way. IKEA PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 4 CITY OF ROUND ROCK / IKEA PROPERTY, INC. acknowledges that the City has advised IKEA that the United States Postal Service, and not the City, assigns addresses. 10. Default. In the event that IKEA (a) allows its ad valorem taxes related to the property to become delinquent and fails to timely and properly follow the legal procedures for their protest and/or contest; or (b) violates any of the material terms and conditions of this Agreement, IKEA shall be considered in default. In the event that IKEA defaults under this Agreement, the City shall give IKEA written notice specifying such default. If IKEA has not cured the default under Section 10(a) above within thirty (30) days after its receipt of such written notice, the City may pursue any of its remedies for the collection of delinquent property taxes as provided generally in the Tax Code. If IKEA defaults under Section 10(b) above and such default is not cured within sixty (60) days after IKEA'sreceipt of a second notice of default from the City that clearly and conspicuously indicates the City's intention to terminate this Agreement, the City may terminate this Agreement by giving IKEA written notice of such termination prior to the date IKEA cures such default. 11. Abatement Recapture. In the event the City terminates this Agreement as a result of IKEA's default under Section 10(b) above (or IKEA fails to open the Facility for business by December 31, 2008 (subject to delays caused by events of Force Majuere), the City may recapture and collect from IKEA the ad valorem taxes that were abated as a result of this Agreement (the "Recapture Liability"). IKEA shall pay to the City the Recapture Liability within thirty (30) days after the date of termination, subject to any and all lawful offsets, settlements, deduction, or credits to which IKEA may be entitled. Notwithstanding anything herein to the contrary, such Recapture Liability shall not exceed an amount equal to all taxes which were abated pursuant to this Agreement from the Effective Date of Abatement to the date of termination (together with interest thereon to be charged at the statutory rate for delinquent taxes as determined by Section 33.01 of the Property Tax Code of the State of Texas, but without the addition of a penalty). The City shall have all remedies for the collection of the Recapture Liability as provided generally in the Tax Code for the collection of delinquent property taxes. 12. Certification and Inspections. IKEA must certify annually to the City that IKEA is in compliance with each applicable term of this Agreement and the City Guidelines and, if not in compliance, the steps IKEA intends to take to be in compliance or a statement from IKEA explaining in reasonable detail why compliance cannot be achieved. IKEA agrees that the City, its agents and employees, shall, upon reasonable notice, have reasonable right of access to the IKEA Tract in order to ensure that the construction and/or location of the additions to the IKEA Tract is in accordance with this Agreement and all applicable state and local laws and regulations or valid waiver thereof. All inspections will be made with one or more representatives of IKEA and in accordance with IKEA's security and safety requirements. At the time of annual certification, upon the City's written request, IKEA shall also provide a calculation of the aggregate amount of economic benefit IKEA has previously received pursuant to this Agreement and the Development Agreement. In order to efficiently administer the Abatement IKEA agrees also to provide annually, before April 15, a full asset listing of Eligible Property to the Williamson County Appraisal District and such other information as may be reasonably necessary for the Abatement, including any information required by the City Guidelines. PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 5 CITY OF ROUND ROCK / IKEA PROPERTY, INC. 13. Rendition of Fair Market Value of IKEA Tract and Facility. Prior to January 31 of the year following the opening of the Facility for business, IKEA shall submit a real property rendition form to the Williamson County Appraisal District, thereby rendering the assessed value of the IKEA Tract and the Facility in such year following Substantial Completion of the Improvements and opening of the Facility for business at no less than $31,000,000.00 (the "Designated Value"). For each year thereafter during the term of this Agreement, IKEA shall submit a real property rendition form to the Williamson County Appraisal District rendering the assessed value of the IKEA Tract and the Facility at no less than the Designated Value subject to a reduction in assessed value as a result of destruction caused by casualty or otherwise. Notwithstanding anything herein to the contrary, following the earlier of the termination of this Agreement or IKEA's receipt of all Abatements allowed hereunder, IKEA shall have the right to appeal and otherwise contest the assessed value of the Eligible Property. 14. Annual Tax Application. It shall be the responsibility of IKEA, pursuant to V.T.C.A., Tax Code, § 11.43, to file an annual exemption application form with the Williamson County Appraisal District. The Chief Appraiser of the Williamson County Appraisal District shall annually determine and record both the abated taxable value and the full taxable value of the Eligible Property in the appraisal records. The full taxable value figure listed in the appraisal record shall be used to compute the amount of abated taxes that are required to be recaptured and paid in the event this Agreement is terminated in a manner that results in recapture pursuant to Section 11. Each year IKEA shall furnish the Chief Appraiser with such information outlined in V.T.C.A., Tax Code, Chapter 22, as may be necessary for the administration of the abatement specified herein. IKEA shall be entitled to appeal any determination of the Chief Appraiser in accordance with the provisions of the Texas Tax Code. 15. Assignment. IKEA may assign this Agreement to a new owner or lessee of the Facility with the written consent of the City Council of the City, which consent shall not be unreasonably withheld, conditioned or delayed. An assignment to an Affiliate of IKEA shall not require such written consent. Any assignment shall be in writing, and shall provide that the assignee shall irrevocably and unconditionally assume all the duties and obligations of the assignor upon the same terms and conditions as set out in this Agreement. 16. Notice. All notices and other communications hereunder shall be in writing (whether or not a writing is expressly required hereby), and shall be deemed to have been given and become effective (a) if given by either party or its counsel via an express mail service or via courier or via receipted facsimile transmission (but only if duplicate notice is also given via express mail service or via courier or via certified mail), then if and when delivered to and received (or refused) by the respective parties at the below addresses (or at such other address as a party may hereafter designate for itself by notice to the other party as required hereby), or (b) if sent via certified mail by either party or its counsel, then on the third business day following the date on which such communication is deposited in the United States mails, by first class certified mail, return receipt requested, postage prepaid, and addressed to the respective parties at the below addresses (or at such other address as a party may hereafter designate for itself by notice to the other party as required hereby). Any notice provided for under the terms of this Agreement by either party to the other shall be in writing and may be effected by registered or certified mail, return receipt requested. PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 6 CITY OF ROUND ROCK / IKEA PROPERTY, INC. If to City: City of Round Rock 221 E. Main Street Round Rock, TX 78664 Attn: City Manager Phone: (512) 218-5400 Fax: (512) 218-7097 With a required copy to: Sheets & Crossfield 309 E. Main Street Round Rock, TX 78664 Attn: Steve Sheets Phone: (512) 255-8877 Fax: (512) 255-8986 If to IKEA: IKEA Property, Inc. 496 West Germantown Pike Plymouth Meeting, PA 19462 Attn: President Phone: (610)834-0180 Fax: (610)834-0872 With required copies to: IKEA Property, Inc. 496 West Germantown Pike Plymouth Meeting, PA 19462 Attn: Vice -President Real Estate Phone: (610)834-0180 Fax: (610)834-0872 and Larsson & Scheuritzel Centre Square West, Suite 3510 1500 Market Street Philadelphia, PA 19102 Attn: David Larsson Phone: (215)656-4221 Fax: (215)656-4202 PROPERTY TAX ABATEMENT AGREEMENT 3976407x.10 7 CITY OF ROUND ROCK / IKEA PROPERTY, INC. and Jackson Walker, L.L.P. 100 Congress Avenue, Suite 1100 Austin, TX 78701 Attn: Jerry Webberman Phone: (512) 236-2270 Fax: (512) 391-2155 17. Applicable Law. This Agreement is made and shall be construed and interpreted under the laws of the State of Texas and shall be performable in Williamson County, Texas. 18. No Liability. It is understood and agreed between the parties that IKEA, in performing its obligations hereunder, is acting independently, and the City assumes no responsibility or liability to third parties in connection therewith. It is further understood and agreed among the parties that the City, in performing its obligations hereunder, is acting independently, and IKEA assumes no responsibility or liability to third parties in connection therewith. 19. Estoppel Certificate. Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. Each party agrees to promptly execute and deliver any estoppel certificate requested pursuant to this Section 19. The certificate, which will upon request be addressed to IKEA, or a lessee, purchaser or assignee of IKEA, shall include, but not necessarily be limited to, statements (qualified to the best knowledge of the party providing the estoppel) that this Agreement is in full force and effect without default (or if a default exists, the nature of such default and any curative action which should be undertaken to cure same), the remaining term of this Agreement, and such other matters reasonably requested by the party(ies) to receive the certificate. 20. Legal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. 21. Force Maieure. Whenever a period of time is prescribed for the taking of an action by IKEA, the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist attacks (including bio -chemical attacks), civil disturbances and other causes beyond the reasonable control of IKEA ("Force Majeure"). However, events of Force Majeure shall not extend any period of time for the payment of sums payable by IKEA. 22. Entire Agreement. 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 matters in this Agreement, and except as otherwise provided herein cannot be modified, amended, altered or revoked without written agreement of the parties hereto. PROPERTY TAX ABATEMENT AGREEMENT 3976407x.10 8 CITY OF ROUND ROCK / IKEA PROPERTY, INC. 23. Recordation of Agreement. A certified copy of this Agreement, or a memorandum summarizing this Agreement, in recordable form may be recorded in the Deed of Records of Williamson County, Texas. 24. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 25. Authority. The individuals executing this Agreement on behalf of the respective parties hereto represent to each other and to others that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date hereof. 26. Multiple Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. 27. Time of Essence. Time is of the essence in this Agreement. 28. Joint Drafting. The parties agree this Agreement has been drafted jointly by the parties and their legal representatives. 29. Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 [Signatures are on the following page] 9 CITY OF ROUND ROCK / IKEA PROPERTY, INC. IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest date as reflected by the signatures below (the "Effective Date"). APPROVED AS TO FORM: Stephen L. Sheets, City Attorney PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 THE CITY OF ROUND ROCK, TEXAS, a Texas municipal corporation By: Its: Date: IKEA PROPERTY, INC. a Delaware corporation By: Its: Date: By: Its: Date: 10 CITY OF ROUND ROCK / IKEA PROPERTY, INC. Office: 522-481-%02 Fax: 512-330.1621 Page 1 of 2 EXHIBIT A DESCRIPTION OF IKEA TRACT Waterloo Surveyors Inc. September 1, 2005 Thomas P. Dixon R.P.L.S.4324 J9802T3 FIELD NOTES FIELD NOTES 21.36 ACRES OF LAND, MORE OR LESS, OUT OF THE EPHAIM EVANS SURVEY, ABSTRACT NO. 212, LN WILLIAMSON COUNTY, TEXAS, SAME BEING OUT OF THAT CERTAIN 94.39 ACRE TRACT OF LAND DESCRIBED IN VOLUME 657, PAGE 659, DEED RECORDS, TRAVIS COUNTY, TEXAS; FOR WHICH A MORE PARTICULAR DESCRIPTION BY METES AND BOUNDS IS AS FOLLOWS: BEGINNING at an "X" found in concrete at the intersection of the cast R.O.W. of Interstate Highway 35 North and the south R.O.W. of West Chandler Road (County Road 114), at the N.W. corner of said 94.39, for the N.W. corner hereof; THENCE N69'17'21 "E along the south R.O.W. of Chandler Road for a distance of 662.03 feet to a point for the N.E. corner hereof; THENCE the following eight (8) courses and distances crossing said 94.39 acre tract: 1. S20°4227"E for a distance of 659.45 to a iron rod set at the point of curvature of a curve curing to the right having a radius of 220.00; 2. 181.06 feet along the arc of said curve with a chord which bears NO2°51' 16"E for a distance of 175.99 feet to the point of tangency of said curve; 3. S26°25'55"W for a distance of 77.45 feet to the point of curvature of a curve curving to the right with a radius of 158.15 feet; 4. 118.42 feet along the am of said curve with a chard which bears S47°51'41 "W for a distance of 11.5.67 feet to an iron rod sct; • 5. S69° 17'39"W for a distance of 685.29 feet to an iron rod set at the point of curvature of a curve curving to the right having a radius of 406.00 feet; 6. 175.74 feet along the arc of said curve with a chord which bears S81 °38'25"W for a distance of 173.68 feet to an iron rod set at the point ofa reverse curve curving to the left with a radius of 263.86 feet; 7. 28.49 feet along the arc of said curve with a chord which bears N88°5815"W for a distance of 28.47 feet to an iron rod set at the point of tangency of said curve; 8. S88°03'21 "W fora distance of 71.42 feet to an iron rod set on the east R.O.W. of Interstate Highway 35 North at the S.W. corner hereof; PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 P.O. Box 160176 Austin, Texas 78716-0176 11 CITY OF ROUND ROCK / IKEA PROPERTY, INC. Office: 572-48/-9602 Fax: 512-330-1621 Page 2 of 2 Waterloo Surveyors Inc Thomas P. Dixon R.P.L.S. 4324 79802T3 September 1, 2005 FIELD NOTES THENCE the following three (3) courses and along the east R.O.W. of Interstate Highway 35 North: 1. NO2°03'55"W for a distance of 192.00 to a concrete highway monument found at the point of curvature of a curve curving to the right with a radius of 1095.90 feet; 2.398.72 feet along the arc of said curve with a chord which bears N08°19'14"E for a distance of 396.52 feet to a concrete highway monument found at the point of tangency of said curve; 3. N14°4652"E fora distance of461.72 feet to the POINT OF BEGINNING, containing 21.36 acres of land. I, the uncle igned do hereby certify that the field notes hereon were prepared from an actual on -the -ground survey under my . ' supervision and that they are true and correct to the best of my knowledge. Thomas P. Dixon R.P.L.S. 4324 PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 P.O. Box 160176 Austin, Texas 78716-0176 12 CITY OF ROUND ROCK / IKEA PROPERTY, INC. EXHIBIT B IMPROVEMENTS Approximately 252,000 square foot retail building, including showroom and retail space, warehouse, restaurant, supervised child care area, office space and space for appurtenant uses. The building will be approximately 40 feet at its highest point. The site will also include a surface parking area with approximately 1,100 parking spaces, truck dock loading area, landscaping, signage, underground utilities and services, and other appurtenant improvements; all as more particularly shown on the site plan attached hereto as Exhibit B-1. PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 13 CITY OF ROUND ROCK / IKEA PROPERTY, INC. EXHIBIT B-1 SITE PLAN Riii-ifiiiRi. .'",,:2,,,,:',,, 5„,.. Lp,--, „ ,. • i„:., lHCi.r:j:": -N iwillwil ... '°' , C......PttifttrttrIttl—„ 1 F,% t I Oa j:„„:„„,,,,,,,,, !r. :Y, ilAiii4fif 444444.44H.110 1,1 1 4.' $0 ,,.. :4 7-4,'•• r,,,,,.1 4 ' , —.„-. I '',.'”, t :7,", , „7mrtrn77_, .,a .1.€. -,,,,,Tu ' '' '-f,-i. rife aififi-4.44,ii-s4.0 ruai.w..4114.7.- PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 14 CITY OF ROUND ROCK / IKEA PROPERTY, INC. EXHIBIT C CHANDLER ROAD RIGHT-OF-WAY FINAL PLAT OF EAST CHANDLER RETAIL CENTER Malii-ROAD (C1xA17Y MAD 114) EASEMENTSct? ova amt CENTER MIRO Ahh, r IK+ 4o14 • wise. a OM M1**110 t=WOxm WANK PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 15 CITY OF ROUND ROCK / IKEA PROPERTY, INC. DATE: September 1, 2005 SUBJECT: City Council Meeting - September 8, 2005 ITEM: 11.H.3. Consider a resolution authorizing the Mayor to execute a Property Tax Abatement Agreement with IKEA Property, Inc. Department: Administration Department Staff Person: Jim Nuse, City Manager David Kautz, Assistant City Manager/Chief Financial Officer Steve Sheets, City Attorney Justification: The Economic Development Program and Tax Abatement Agreements enable the company to establish a store in our local market. The company provides quality jobs in that pay is competitive and full benefits including medical coverage are provided to employees working more than 20 hours per week. Additionally, the company is a destination retailer, bringing in customers from greater distances and providing needed diversity to our local sales tax base without over -burdening local government services. Funding: Cost: N/A Source of funds: N/A Outside Resources: N/A Background Information: In connection with IKEA's recent announcement to open a retail store in Round Rock at the southeast corner of IH 35 and Chandler Road the City has negotiated terms for an Economic Development Program Agreement and a Property Tax Abatement with the company. IKEA is the world's leading furniture and home furnishings retailer and will open a 252,000 square foot retail store that provides 300 jobs as well as a 250 seat restaurant. The Economic Development Program Agreement and the Tax Abatement Agreement provide financial incentive to the company to establish a store in our local market. The company provides quality jobs in that pay is competitive and full benefits including medical coverage are provided to employees working more than 20 hours per week. Additionally, the company is a destination retailer, bringing in customers from greater distances and providing needed diversity to our local sales tax base without over -burdening local government services. The Tax Abatement commences January 1 of the year immediately following the opening of the store and continues until the earlier of 7 years or upon IKEA's receipt of economic value in the aggregate of $5,000,000 pursuant to the Abatement Agreement and the Economic Development Program Agreement. Additionally, the City will waive certain fees associated with project development as itemized in the agreement. Public Comment: N/A PROPERTY TAX ABATEMENT AGREEMENT This Property Tax Abatement Agreement (this "Agreement") is entered into by and between the City of Round Rock, Texas (the "City"), a Texas home rule municipal corporation, and IKEA Property, Inc., a Delaware corporation ("IKEA"). RECITALS WHEREAS, IKEA desires to purchase approximately 21.36 acres of land within the corporate limits of the City as shown on the attached Exhibit A (the "IKEA Tract") on which it will construct the Improvements (as hereinafter defined)" to be used as an IKEA retail facility (the "Facility"); and WHEREAS, by entering into this Agreement, IKEA confirms its intent to open the Facility thereby resulting in new economic development in City; and WHEREAS, on the a‘ day of SE T6m8ER. , 2005, the City Council, of the City of Round Rock,Texas, adopted Ordinance No. -05-09- Q -13 DI establishing Reinvestment Zone No. a3 (the "Reinvestment Zone") City of Round Rock, Texas for commercial/industrial tax abatement, hereinafter referred to as "Ordinance No.g-05 Oq-a2-13DP, as authorized by the Texas Property Redevelopment and Tax Abatement Act, Chapter 312, Tax Code, V.A.T.S. as amended (the "Tax Abatement Act") ; and WHEREAS, the City has adopted Ordinance No. t -O4-D2-a11-"181, which Ordinance adopted appropriate guidelines and criteria governing reinvestment zones and tax abatement agreements to be entered into by the City as contemplated by the Tax Abatement Act; and WHEREAS, the City has dete> alined that the contemplated use of the IKEA Tract and Improvements (as hereinafter defined) as well as the terms of this Agreement are consistent with encouraging development in the Reinvestment Zone in accordance with the purposes for its creation and are in compliance with Ordinance No. a -OS -09-2243N and the guidelines and criteria adopted by the City and all applicable laws; and WHEREAS, the Improvements constitute a major investment within the Reinvestment Zone that will substantially increase the appraised value of the property within the Reinvestment Zone; and will contribute to the retention of primary and secondary employment within the City; and WHEREAS, the City finds that there will be no substantial adverse effects on the provision of governmental services or on its tax base and that the planned use of the Premises will not constitute a hazard to public safety, health, or welfare, NOW THEREFORE, the parties hereto do mutually agree as follows: 1. Authorization. This Agreement is authorized by the Tax Abatement Act, and by Resolution of the City Council of the City of Round Rock, Texas dated , 2005. 2. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 R -05 -09 -OR -/!M3 1 CITY OF ROUND ROCK / IKEA PROPERTY, INC. (a) "Abatement Value" means the assessed value of the Eligible Property as determined annually by the Williamson County Appraisal District on behalf of the City less the amount of the Base Year Value. (b) "Abatement" means the full or partial exemption from ad valorem taxes of certain property in the Reinvestment Zone as more particularly set forth in Section 4. (c) "Affiliate of IKEA" means all companies under common control with, controlled by, or controlling IKEA Property, Inc. For purposes of this definition, "control" means 50% or more of the ownership determined by either value or vote. (d) "Base Year Value" means the assessed value of the Eligible Property on January 1, 2006 (or on January 1 of the year of execution of this Agreement if determined to be otherwise required by applicable law), as such value is determined by the Williamson County Appraisal District on behalf of the City. (e) "City Guidelines" means the Guidelines and Criteria for Granting Tax Abatement in Reinvestment Zones created in Round Rock, Texas. (f) "Development Agreement" means that certain Economic Development Program Agreement by and between the City and IKEA. (g) "Eligible Property" means collectively the IKEA Tract, Improvements and the Personal Property. (h) "Improvements" means the buildings, structures, or portions thereof, and other site improvements, including without limitation, fixed machinery and equipment used for commercial or industrial purposes that are erected by IKEA as part of an approximately 252,000 square feet retail development, including related office warehouse and restaurant space to be constructed within the Reinvestment Zone; the type, number and location of such Improvements being more particularly identified on Exhibit B. (i) (i) "Ineligible Property" means (a) such personal property that was located on the IKEA Tract at any time before the execution of this Agreement, or (b) inventory or supplies, but only to the extent such items are precluded by applicable law to qualify for the Abatement. (j) "Personal Property" means taxable non -real property which is purchased or leased for the exclusive use by IKEA in the operation of, or in connection with, the Facility and for which IKEA is obligated by law or by lease terms or other private contractual provision to pay the ad valorem taxes, but excluding any Ineligible Property. Except for removals caused by routine maintenance and replacement, Personal Property shall be located on the IKEA Tract for the exclusive use or benefit of IKEA from the time installed on the IKEA Tract through the duration of each tax year for which an Abatement is granted. 3. Subject Property. The IKEA Tract is located within the Reinvestment Zone . During the Abatement Period, the IKEA Tract shall be used consistent with the general purpose of encouraging development or redevelopment within the Reinvestment Zone. The IKEA Tract PROPERTY TAX ABATEMENT AGREEMENT 2 CITY OF ROUND ROCK / IKEA PROPERTY, INC. 3976407v.10 is not located in an improvement project financed by tax increment bonds and does not include any property that is owned or leased by a member of the City Council or by a member of the City Planning and Zoning Commission. 4. Grant of Abatement. Subject to the terms and conditions contained herein, and subject to the rights of the holders of any outstanding bonds of the City, the City hereby grants an abatement on 100% of the Abatement Value of the Eligible Property located on or at the IKEA Tract (the "Abatement"). 5. Term of Abatement. IKEA shall receive the Abatement commencing January 1 of the year immediately following the opening of the Facility for business (the "Effective Date of Abatement") and continuing until the earlier of (a) a period of seven (7) years after the Effective Date of Abatement or (b) upon IKEA's receipt of economic value in the aggregate of $5,000,000.00 pursuant to this Agreement and the Development Agreement (the "Abatement Period"). Notwithstanding anything herein to the contrary, in the event the Development Agreement is determined to be invalid or unenforceable or if the City for any reason elects not to continue payments thereunder for the full term of the Development Agreement, the Abatement Period under this Agreement will be extended for an additional three (3) years or until IKEA has received economic value in the aggregate of $5,000,000.00 from the Development Agreement and this Agreement, which ever occurs first. In the event that IKEA receives economic value in excess of the aggregate of $5,000,000 from City pursuant to the Development Agreement and this Agreement, IKEA agrees to promptly reimburse the City such excess. The City shall have all remedies for the collection of the aforesaid excess as provided generally in the Tax Code for the collection of delinquent property taxes. Notwithstanding anything herein to the contrary, the Effective Date of Abatement shall be January 1 of the year immediately following substantial completion of the Improvements if determined to be otherwise required by applicable law. 6. Taxable Property. During the Abatement Period, taxes shall be payable on the Eligible Property and the Ineligible Property located within the Reinvestment Zone as follows: (a) The value of the Ineligible Property as defined herein shall be fully taxable; and (b) The Base Year Value of the Eligible Property as determined by the Williamson County Appraisal District shall be fully taxable. (c) The City shall each enter into only one tax abatement agreement for the Improvements described in this Agreement during the existence of the Reinvestment Zone. 7. Right -of -Way Dedication. IKEA agrees to convey and dedicate to the City by deed and by plat the right-of-way along Chandler Road, as more particularly shown on Exhibit C attached hereto. 8. IKEA's Development Covenants. In consideration of the City's agreement to enter into this Agreement IKEA represents that it intends to construct and/or install the Facility for the purpose of opening and operating a retail store and IKEA acknowledges that the City's obligations hereunder are conditioned upon IKEA's construction of the Facility. In the event IKEA fails to substantially complete the Improvements and open the Facility for business by PROPERTY TAX ABATEMENT AGREEMENT 3 CITY OF ROUND ROCK / IKEA PROPERTY, INC. 3976407v.10 December 31, 2008 (subject to delays caused by events of Force Majeure), the City may terminate this Agreement by giving IKEA written notice of such termination prior to the date IKEA opens the Facility for business. 9. City's Development Covenants. In consideration of IKEA's agreement to construct the Improvements within the Reinvestment Zone, the City agrees to the following: (a) Expedited Zoning, Site Plan and Plat Approvals. The City shall expedite and "fast track" the process for providing its review and approval of IKEA's applications for zoning, site plans and platting in connection with the development and construction of the Facility. If requested by IKEA, the City shall also use its reasonable efforts to assist IKEA in obtaining any and all other consents and approvals which IKEA deems necessary in connection with its development and construction of the Facility. (b) Expedited Plan Review and Permitting Process. The City shall expedite its review process for all other plans in connection with the development and construction of the Facility and will accommodate IKEA, to the extent reasonably deemed practicable by the City, in splitting permits and scheduling inspections on a priority basis in order to expedite the issuance of permits and allow a "fast tract" construction process. (c) Fee Waiver. The City agrees to waive all, and IKEA shall have no obligation to pay any of the following fees and charges in connection with the development of the IKEA Tract and construction of the Facility: landscape inspection fee, demolition permit fee, building permit fees, regional detention fee, wastewater discharge permit fee, water and sewer line inspection fee and subdivision improvements inspection fee. IKEA agrees to pay to the City the following fees in connection with development of the IKEA Tract and construction of the Facility: IKEA's proportionate share of the parkland fees, the tree mitigation fee (but only to the extent of the mitigation required in the approved site development plan), structural steel inspection fee, oversize fee, impact fees for water, wastewater and drainage, and the water meter fee. Notwithstanding anything herein to the contrary, the City agrees to waive any existing or future fees or charges in connection with the development of the IKEA Tract and construction of the Facility which are within the City's control and not identified above. (d) No Off -Site Contributions. The City agrees that IKEA will not be required to construct, install or place, or otherwise contribute towards the construction, installation or placement of, any improvements located outside of the IKEA Tract or any other City infrascture. The City further agrees that IKEA will not be required to dedicate, convey or otherwise set aside any real property, or contribute towards the purchase of any real property in order to mitigate for IKEA's development and construction of the Facility. (e) Chandler Road Frontage. The City agrees to cooperate with the Texas Department of Transportation ("TxDot") and use its best efforts to cause TxDot to complete its planned improvements to the frontage of Chandler Road prior to October 1, 2006. (f) IKEA Way. The City hereby consents to naming the main entry right-of- way into the IKEA Tract "IKEA Way" and has no objection with IKEA using "IKEA Way" as its official address regardless whether IKEA Way is a public or private right-of-way. IKEA PROPERTY TAX ABATEMENT AGREEMENT 4 CITY OF ROUND ROCK / IKEA PROPERTY, INC. 3976407v.10 acknowledges that the City has advised IKEA that the United States Postal Service, and not the City, assigns addresses. 10. Default. In the event that IKEA (a) allows its ad valorem taxes related to the property to become delinquent and fails to timely and properly follow the legal procedures for their protest and/or contest; or (b) violates any of the material terms and conditions of this Agreement, IKEA shall be considered in default. In the event that IKEA defaults under this Agreement, the City shall give IKEA written notice specifying such default. If IKEA has not cured the default under Section 10(a) above within thirty (30) days after its receipt of such written notice, the City may pursue any of its remedies for the collection of delinquent property taxes as provided generally in the Tax Code. If IKEA defaults under Section 10(b) above and such default is not cured within sixty (60) days after IKEA'sreceipt of a second notice of default from the City that clearly and conspicuously indicates the City's intention to terminate this Agreement, the City may terminate this Agreement by giving IKEA written notice of such termination prior to the date IKEA cures such default. 11. Abatement Recapture. In the event the City terminates this Agreement as a result of IKEA's default under Section 10(b) above (or IKEA fails to open the Facility for business by December 31, 2008 (subject to delays caused by events of Force Majuere), the City may recapture and collect from IKEA the ad valorem taxes that were abated as a result of this Agreement (the "Recapture Liability"). IKEA shall pay to the City the Recapture Liability within thirty (30) days after the date of termination, subject to any and all lawful offsets, settlements, deduction, or credits to which IKEA may be entitled. Notwithstanding anything herein to the contrary, such Recapture Liability shall not exceed an amount equal to all taxes which were abated pursuant to this Agreement from the Effective Date of Abatement to the date of termination (together with interest thereon to be charged at the statutory rate for delinquent taxes as determined by Section 33.01 of the Property Tax Code of the State of Texas, but without the addition of a penalty). The City shall have all remedies for the collection of the Recapture Liability as provided generally in the Tax Code for the collection of delinquent property taxes. 12. Certification and Inspections. IKEA must certify annually to the City that IKEA is in compliance with each applicable term of this Agreement and the City Guidelines and, if not in compliance, the steps IKEA intends to take to be in compliance or a statement from IKEA explaining in reasonable detail why compliance cannot be achieved. IKEA agrees that the City, its agents and employees, shall, upon reasonable notice, have reasonable right of access to the IKEA Tract in order to ensure that the construction and/or location of the additions to the IKEA Tract is in accordance with this Agreement and all applicable state and local laws and regulations or valid waiver thereof. All inspections will be made with one or more representatives of IKEA and in accordance with IKEA's security and safety requirements. At the time of annual certification, upon the City's written request, IKEA shall also provide a calculation of the aggregate amount of economic benefit IKEA has previously received pursuant to this Agreement and the Development Agreement. In order to efficiently administer the Abatement IKEA agrees also to provide annually, before April 15, a full asset listing of Eligible Property to the Williamson County Appraisal District and such other information as may be reasonably necessary for the Abatement, including any information required by the City Guidelines. PROPERTY TAX ABATEMENT AGREEMENT 5 CITY OF ROUND ROCK / IKEA PROPERTY, INC. 3976407v.10 13. Rendition of Fair Market Value of IKEA Tract and Facility. Prior to January 31 of the year following the opening of the Facility for business, IKEA shall submit a real property rendition form to the Williamson County Appraisal District, thereby rendering the assessed value of the IKEA Tract and the Facility in such year following Substantial Completion of the Improvements and opening of the Facility for business at no less than $31,000,000.00 (the "Designated Value"). For each year thereafter during the terns of this Agreement, IKEA shall submit a real property rendition form to the Williamson County Appraisal District rendering the assessed value of the IKEA Tract and the Facility at no less than the Designated Value subject to a reduction in assessed value as a result of destruction caused by casualty or otherwise. Notwithstanding anything herein to the contrary, following the earlier of the termination of this Agreement or IKEA's receipt of all Abatements allowed hereunder, IKEA shall have the right to appeal and otherwise contest the assessed value of the Eligible Property. 14. Annual Tax Application. It shall be the responsibility of IKEA, pursuant to V.T.C.A., Tax Code, § 11.43, to file an annual exemption application fottu with the Williamson County Appraisal District. The Chief Appraiser of the Williamson County Appraisal District shall annually determine and record both the abated taxable value and the full taxable value of the Eligible Property in the appraisal records. The full taxable value figure listed in the appraisal record shall be used to compute the amount of abated taxes that are required to be recaptured and paid in the event this Agreement is terminated in a manner that results in recapture pursuant to Section 11. Each year IKEA shall furnish the Chief Appraiser with such information outlined in V.T.C.A., Tax Code, Chapter 22, as may be necessary for the administration of the abatement specified herein. IKEA shall be entitled to appeal any determination of the Chief Appraiser in accordance with the provisions of the Texas Tax Code. 15. Assignment. IKEA may assign this Agreement to a new owner or lessee of the Facility with the written consent of the City Council of the City, which consent shall not be unreasonably withheld, conditioned or delayed. An assignment to an Affiliate of IKEA shall not require such written consent. Any assignment shall be in writing, and shall provide that the assignee shall irrevocably and unconditionally assume all the duties and obligations of the assignor upon the same terms and conditions as set out in this Agreement. 16. Notice. All notices and other communications hereunder shall be in writing (whether or not a writing is expressly required hereby), and shall be deemed to have been given and become effective (a) if given by either party or its counsel via an express mail service or via courier or via receipted facsimile transmission (but only if duplicate notice is also given via express mail service or via courier or via certified mail), then if and when delivered to and received (or refused) by the respective parties at the below addresses (or at such other address as a party may hereafter designate for itself by notice to the other party as required hereby), or (b) if sent via certified mail by either party or its counsel, then on the third business day following the date on which such communication is deposited in the United States mails, by first class certified mail, return receipt requested, postage prepaid, and addressed to the respective parties at the below addresses (or at such other address as a party may hereafter designate for itself by notice to the other party as required hereby). Any notice provided for under the terms of this Agreement by either party to the other shall be in writing and may be effected by registered or certified mail, return receipt requested. PROPERTY TAX ABATEMENT AGREEMENT 6 CITY OF ROUND ROCK / IKEA PROPERTY, INC. 3976407v.10 If to City: City of Round Rock 221 E. Main Street Round Rock, TX 78664 Attn: City Manager Phone: (512) 218-5400 Fax: (512) 218-7097 With a required copy to: Sheets & Crossfield 309 E. Main Street Round Rock, TX 78664 Attn: Steve Sheets Phone: (512) 255-8877 Fax: (512) 255-8986 If to IKEA: IKEA Property, Inc. 496 West Germantown Pike Plymouth Meeting, PA 19462 Attn: President Phone: (610)834-0180 Fax: (610)834-0872 With required copies to: IKEA Property, Inc. 496 West Germantown Pike Plymouth Meeting, PA 19462 Attn: Vice -President Real Estate Phone: (610)834-0180 Fax: (610)834-0872 and Larsson & Scheuritzel Centre Square West, Suite 3510 1500 Market Street Philadelphia, PA 19102 Attn: David Larsson Phone: (215)656-4221 Fax: (215)656-4202 PROPERTY TAX ABATEMENT AGREEMENT 7 CITY OF ROUND ROCK / IKEA PROPERTY, INC. 3976407v.10 and Jackson Walker, L.L.P. 100 Congress Avenue, Suite 1100 Austin, TX 78701 Attn: Jerry Webberman Phone: (512) 236-2270 Fax: (512) 391-2155 17. Applicable Law. This Agreement is made and shall be construed and interpreted under the laws of the State of Texas and shall be performable in Williamson County, Texas. 18. No Liability. It is understood and agreed between the parties that IKEA, in performing its obligations hereunder, is acting independently, and the City assumes no responsibility or liability to third parties in connection therewith. It is further understood and agreed among the parties that the City, in performing its obligations hereunder, is acting independently, and IKEA assumes no responsibility or liability to third parties in connection therewith. 19. Estoppel Certificate. Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. Each party agrees to promptly execute and deliver any estoppel certificate requested pursuant to this Section 19. The certificate, which will upon request be addressed to IKEA, or a lessee, purchaser or assignee of IKEA, shall include, but not necessarily be limited to, statements (qualified to the best knowledge of the party providing the estoppel) that this Agreement is in full force and effect without default (or if a default exists, the nature of such default and any curative action which should be undertaken to cure same), the remaining term of this Agreement, and such other matters reasonably requested by the party(ies) to receive the certificate. 20. Legal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. 21. Force Majeure. Whenever a period of time is prescribed for the taking of an action by IKEA, the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist attacks (including bio -chemical attacks), civil disturbances and other causes beyond the reasonable control of IKEA ("Force Majeure"). However, events of Force Majeure shall not extend any period of time for the payment of sums payable by IKEA. 22. Entire Agreement. 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 matters in this Agreement, and except as otherwise provided herein cannot be modified, amended, altered or revoked without written agreement of the parties hereto. PROPERTY TAX ABATEMENT AGREEMENT 8 CITY OF ROUND ROCK / IKEA PROPERTY, INC. 3976407v.10 23. Recordation of Agreement. A certified copy of this Agreement, or a memorandum summarizing this Agreement, in recordable form may be recorded in the Deed of Records of Williamson County, Texas. 24. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 25. Authority. The individuals executing this Agreement on behalf of the respective parties hereto represent to each other and to others that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date hereof. 26. Multiple Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. 27. Time of Essence. Time is of the essence in this Agreement. 28. Joint Drafting. The parties agree this Agreement has been drafted jointly by the parties and their legal representatives. 29. Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. [Signatures are on the following page] PROPERTY TAX ABATEMENT AGREEMENT 9 CITY OF ROUND ROCK / IKEA PROPERTY, INC. 3976407v.10 IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest date as reflected by the signatures below (the "Effective Date"). APP '.OVED AS TO FARM: � f L rte►, 4 Stephen . Sheets, City Attorney PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 THE CITY OF ROUND ROCK, TEXAS a Texas municipal corporation By: Its: Date: or IKEA PROPERTY, INC. a Delaware corpora on By: Its: Date: v v cc 10 I. (.1 `2'{ I n CITY OF ROUND ROCK / IKEA PROPERTY, INC. Office: 512-481-9602 Fax 512-330-1621 Page 1 of 2 EXHIBIT A DESCRIPTION OF IKEA TRACT Waterloo Surveyors Inc. September 1, 2005 LLD NOTES Thomas 13. Dixon APIS:4324 19802173 FIELD NOTES 21.36 ACRES OF LAND, MORE OR LESS, OUT OF THE EPHALVI EVANS SURVEY, ABS'IMACT NO. 212, LN WILL IAMSON COUNTY, TEXAS, SAME BEING OUT OF THAT CERTAIN 94.39 ACRE TRACT OF LAND DESCRIBED LN VOLUME 657, PAGE 659, DEED RECORDS, TRAVIS COUNTY, TEXAS; FOR WHICH A MORE PARTICULAR DESCRIPTION BY METES AND BOUNDS IS AS FOLLOWS: BEGINNING at an "X" found in concrete at the intersection of the cast R.O.W. of Interstate Highway 35 North and the south R.O.W. of West Chandler Road (County Road 114), at the N.W. corner of said 94.39, for the N.W. corner hereof; THENCE N69°1721"E along the south R.O.W. of Chandler Road for a distance of 662.03 feet to a point for the N.E. corner hereof; THENCE the following eight (8) courses and distancescross' id 94.39 acre tract: 1. S20°4227E for a distance of 659.45 to a iron rod set at the point of curvature of a curve curing to the right having a radius of 220.00; 2. 181.06 feet along the arc of said curve with a chord which bears NO2°5116E for a distance of 175.99 feet to the point oftangency of said curve; 3. S26°25'55"W for a distance of 77.45 feet to the point of curvature of a curve curving to the right with a radius of 158.15 feet; 4. 118.42 feet along the aro of said curve with a chord which bears S47°51 '41'W for a distance of 115.67 feet to an iron rod set; 5. S69°1739"W for a distance of 685.29 feet to an iron rod set at the point ofcurvature of a curve curving to the right having a radius of 406.00 feet; 6. 175.74 feet along the arc of said curve with a chord which bears S819825W for a distance of 173.68 feet to an iron rod set at the point of a reverse curve curving to the left with a radius of 263.86 feet; 7. 28.49 feet along the arc a said curve with a chord which bears N88°5835W for a distance of 28.47 feet to an iron rod set at the point of tangency of said curve; 8. S88`0321"W for a distance of 71.42 feet to an iron rod set on the cast R.O.W. of Interstate Highway 35 North at the S.W. corner hereof; PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 P.O. Box 160176 Austin, Texas 7a 71 6- 0176 11 CITY OF ROUND ROCK / IKEA PROPERTY, INC. Office: 572-48/-9602 Fax: 512-330-1621 Page 2 of 2 Waterloo Surveyors Inc. Thomas P. Dixon 10..2.L.S. 4324 79602'13 September 1, 2005 FIELD NOTES TIIFNCE the following three (3) courses and along the east R.O,W, of Interstate Highway 35 North: 1. NO2°0355W for a distance of 192.00 to a concrete highway monument found at the point of curvature of a curve curving to the right with a radius of 1095.90 feet; 2. 398.72 feet along the arc of said curve with a chord which bears N08°19'14"E for a distance of 39652 feet to a concrete highway monument found at the point of tangency of said curve; 3. N14°4652"E for a distance of 461.72 feet to the POINT OF BEGINNING, containing 21.36 acres (Aland. 1, the uade igned do hereby certify that the field notes hereon were prepared from an actual on -the -ground survey under my di4ct supervision and that they are true and correct to the best of my knowledge. Thornas P. Dixon. R.P.L.S. 4324 PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 P.O. Box 160176 Austin, Texas 78716-0176 12 CITY OF ROUND ROCK / IKEA PROPERTY, INC. EXHIBIT B IMPROVEMENTS Approximately 252,000 square foot retail building, including showroom and retail space, warehouse, restaurant, supervised child care area, office space and space for appurtenant uses. The building will be approximately 40 feet at its highest point. The site will also include a surface parking area with approximately 1,100 parking spaces, truck dock loading area, landscaping, signage, underground utilities and services, and other appurtenant improvements; all as more particularly shown on the site plan attached hereto as Exhibit B-1. PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 13 CITY OF ROUND ROCK / IKEA PROPERTY, INC. EXHIBIT B-1 SITE PLAN PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 14 CITY OF ROUND ROCK / IKEA PROPERTY, INC. EXHIBIT C CHANDLER ROAD RIGHT-OF-WAY FINAL PLAT oF EAST CHANDLER RETAI CENTER. i– — 20ACFES - L: LOT 2, 3L 4250 ACIES PROPERTY TAX ABATEMENT AGREEMENT 3976407v.10 15 CITY OF ROUND ROCK / IKEA PROPERTY, INC.