R99-025 04-12-99RESOLUTION NO. R99-25
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
ENTER INTO A TAX ABATEMENT AGREEMENT WITH AFFILIATED
SPARTAN INSURANCE AGENCIES, INC. ("SPARTAN") FOR PURPOSES
OF ABATING THE INCREASED VALUE OF THE PROPERTY OWNED BY
SPARTAN AT THE INTERSECTION OF FM 518 AND PINE HOLLOW
DRIVE WITHIN THE CITY LIMITS OF PEARLAND AT A RATE OF
FORTY PERCENT (40%) FOR A PERIOD OF FIVE (5) YEARS BEGIN NING
JANUARY 1, 2000, AND ENDING DECEMBER 3'1, 2004; FINDING AND
DETERMINING THAT TERMS OF SAID AGREEMENT AND PROPERTY
SUBJECT TO THE AGREEMENT MEET THE REQUIREMENTS OF
CHAPTER 312 OF THE TAX CODE, V.A.T.S. AS AMENDED, ORDINANCE
NO. 898, WHICH ESTABLISHED REINVESTMENT ZONE #5, AND THE
GUIDELINES AND CRITERIA FOR GOVERNING REINVESTMENT ZONES
AND TAX ABATEMENT AGREEMENTS SET FORTH IN RESOLUTION
NO. R98-59.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain tax abatement agreement, by and between the
City of Pearland and Spartan, a copy of which is attached hereto as Exhibit "A" and
incorporated herein for all purposes, is hereby authorized and approved.
Section 2. The City Council finds and determines that the tax abatement agreement
and the property subject to this agreement meet the requirements of Chapter 312 of the
Tax Code, V.A.T.S. as amended, Ordinance No. 898, which established Reinvestment
Zone #5, and the Guidelines and Criteria for Governing Reinvestment Zones and
Tax Abatement Agreements set forth in Resolution No. R98-59.
Section 3. The City Manager or his designee is hereby authorized to execute, and
the City Secretary to attest, said Tax Abatement Agreement and any counterparts thereof.
RESOLUTION NO. R99-25
1999.
PASSED, APPROVED, AND ADOPTED this the/,.~-"'/~day of ~f,~J~. , A.D.,
TOM REID
MAYOR
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
THE STATE OF TEXAS
COUNTIES OF BRAZORIA,
FORT BEND, AND HARRIS
TAX ABATEMENT AGREEMENT
This Tax Abatement Agreement ("Agreement") is entered into by and between the City of
Pearland, Texas, a home rule city and Municipal Corporation of Brazoria and Harris Counties, Texas,
duly acting by and through its City Manager ( City") and Affiliated Spartan Insurance Agencies, Inc.,
duly acting by and through its President, Mike Buoy ("Spartan").
WITNESSETH:
WHEREAS, on the 29th day of March, 1999, the City Council of the City of Pearland, Texas,
passed Ordinance No. 898 establishing Reinvestment Zone #5 in the City of Pearland, Texas, for
general business tax abatement, as authorized by Chapter 312, Tax Code, V.A.T.S. as amended
("Code"); and
WHEREAS, the City has adopted Resolution No. R98-59, which established appropriate
guidelines and criteria for governing reinvestment zones and tax abatement agreements to be entered
into by the City as contemplated by the Code; and
WHEREAS, the City's objective is to maintain and/or enhance the general business economic
and employment base of the Pearland area for the long term interest and benefit of the City, in
accordance with Resolution No. R98-59 and the Code; and
WHEREAS, the contemplated use of the Premises, as hereinafter defined, the contemplated
improvements to the Premises in the amount as set forth in this Agreement and the other terms hereof
are consistent with encouraging development of said Reinvestment Zone in accordance with the
purposes for its creation and are in compliance with Resolution No. R98-59 and the guidelines and
criteria adopted by the City and all applicable law and
WHEREAS, the Improvements as defined below constitute a major investment within the
Reinvestment Zone that will substantially increase the appraised value of property within the zone and
will contribute to the retention or expansion of primary and secondary employment within the City;
and
WHEREAS, there will be no substantial adverse affect on the provision of city services or on
its tax base and the planned use of the Premises will not constitute a hazard to public safety, health,
or welfare; now,
1
THEREFORE
For and in consideration of the mutual agreements and obligations set forth below, the
sufficiency of which is hereby acknowledged by the parties hereto, Spartan and City mutually agree
as follows:
1. The property to be the subject of this Agreement shall be that property described by
metes and bounds and map attached hereto as Exhibit "A" ("Premises").
2. Construction of Spartan's facility on the Premises described in Exhibit "B"
("Improvements") will cost approximately One Million One Hundred Thousand Dollars
($1,100,000.00) and is to be substantially complete on or about September 30, 1999; provided, that
Spartan shall have such additional time to complete the Improvements as may be required in the event
of "force majeure" if Spartan is diligently and faithfully pursuing completion of the Improvements.
For this purpose, "force majeure" shall mean any contingency or cause beyond the reasonable control
of Spartan including, without limitation, acts of God or the public enemy, war, riot civil commotion,
insurrection, governmental or de facto governmental action (unless caused by acts or omissions of
Spartan), fires, explosions or floods, and strikes. The date of completion of the Improvements shall
be defined as the date a Certificate of Occupancy is issued by the City of Pearland
3. Spartan agrees and covenants that it will diligently and faithfully, in a good and
workmanlike manner, pursue the completion of the Improvements as a good and valuable considera-
tion of this Agreement. Spartan further covenants and agrees that all construction of the
Improvements will be in accordance with all applicable state and local laws and regulations or valid
waiver thereof. In further consideration, Spartan shall thereafter, from the date a Certificate of
Occupancy is issued until the expiration of this Agreement, continuously operate and maintain the
Premises as Spartan, l'miting the use of said Premises to that use which is consistent with the terms
of this Agreement and the general purpose of encouraging development or redevelopment of the
Reinvestment Zone during the period that the property tax exemptions evidenced herein are in effect.
4. Spartan agrees and covenants that the Improvements shall provide approximately
65 jobs during the period of the abatement, beginning with 47 employees in 1999. Accordingly,
Spartan shall provide to the City annual manpower reports (Exhibit "E") within sixty (60) days
following the end of each calendar year.
5. Subject to the terms and conditions of this Agreement, and subject to the rights and
holders of any outstanding bonds of the City, a portion of ad valorem property taxes assessed to the
Property and otherwise owed to the City shall be abated. City hereby acknowledges that it is not
aware of any terms or conditions of any outstanding bonds which would invalidate this Agreement.
Said abatement shall be an amount equal to forty percent (40%) of the taxes assessed upon the
increased value of the Property and Improvements, annually for a period of five (5) years beginning
January 1, 2000, and ending December 31, 2004, in accordance with the terms of this Agreement and
all applicable state and local regulations. The taxable value shall be determined on a uniform and
equal basis of assessment by the methods used by the Brazoria County Tax Appraisal District, which
2
information necessary for abatement shall be provided by Spartan to the chief appraiser of said
district. Estimated values, estimated abated values, and estimated base year values for the
Improvements are listed in Fxhibit "C" ("Estimated Values").
6. Spartan further agrees that the City, its agents and employees shall have the right to
enter upon the Premises at any reasonable time and to inspect the Improvements in order to determine
whether the construction of the Improvements is in accordance with this Agreement and all applicable
federal, state, and local laws, ordinances, and regulations or valid waiver thereof. After completion
of the Improvements, the City shall have the continuing right to enter upon and inspect the Premises
at any reasonable time, after 24 hours' notice has been given, to determine whether the Premises are
thereafter maintained and operated in accordance with this Agreement and all applicable federal, state,
and local law, ordinances, and regulations. In accordance with Resolution No. R98-59 the City will
conduct at least one inspection annually to ensure compliance. Notwithstanding any other provision
of this Agreement, if the City determines that a violation of a federal, state, or local law, ordinance
or regulation exists on the Premises, the City may, in addition to any other authorized enforcement
action, provide to Spartan written notice of such violation. For the purposes of this Agreement,
Spartan shall have ten (10) days from the date of the notice to cure or remedy such violation If
Spartan fails or refuses to cure or remedy the violation within the ten (10) day period, Spartan is
subject to the forfeiture, at the discretion of the City, of any right to any tax abatement for a portion
of the period or the entire period covered by this Agreement.
7. Spartan agrees and covenants that the information provided in the attached
Application for Tax Abatement (Exhibit "D") is true and correct and that any materially false or mis-
leading information that is provided to the applicable taxing jurisdictions may be grounds for
termination of the agreement with possible liability for recovery of abated taxes.
8. In the event that (1) the Improvements for which an abatement has been granted are
not completed in accordance with this Agreement; or (2) Spartan allows its ad valorem taxes owed
to the applicable taxing jurisdictions to become delinquent and fails to timely and properly follow the
legal procedures for protest and/or contest of any such ad valorem taxes; or (3) Spartan breaches any
of the terms or conditions of this Agreement then this Agreement shall be in default. In the event
that Spartan defaults in its performance of (1), (2), or (3) above, then the City shall give Spartan
written notice of such default, which notice shall be delivered by personal delivery or certified mail
to: Mike Buoy, President, Affiliated Spartan Insurance Agencies , Inc., P. O. Box 58368, Houston,
Texas 77258. If Spartan has not cured such default within sixty (60) days of said written notice, this
Agreement may be modified or terminated by the City. Notwithstanding the provisions set forth
herein, this Agreement may be terminated at any time after the execution hereof by agreement of both
parties.
9. In the event that the facility is completed and begins producing product or service, but
subsequently discontinues producing product or service for any reason except fire, explosion or other
casualty or accident or natural d'saster for a period of one year during the abatement period, then this
Agreement shall be in default and shall terminate. The abatement of taxes for the calendar year during
which the facility no longer produces shall also terminate.
3
10. As liquidated damages in the event of default and in accordance with Section 312.205
Tax Code V.A.T.S. as amended, all taxes which otherwise would have been paid to the City without
the benefit of abatement (but without the addition of penalty; interest will be charged at the statutory
rate for delinquent taxes as determined by Section 33.01 of the Tax Code) will become a debt to the
City and shall be due, owing and paid to the City within sixty (60) days of the expiration of the cure
period stated in paragraph 8 or the termination date stated in paragraph 9 whichever is applicable.
The City shall have all remedies for the recapture and collection of the lost tax revenue as provided
generally in the Tax Code for the collection of delinquent property taxes and in accordance with
Resolution No. R98-59.
11. The City represents and warrants that the Premises does not include any property that
is owned by a member of its council or boards, agencies, commissions, or other governmental bodies
approving, or having responsibility for the approval of, this Agreement.
12. The terms and conditions of this Agreement are binding upon the successors and
assigns of all parties hereto. This Agreement may be transferred or assigned by Spartan only upon
written permission by the City in accordance with Resolution R98-59, which permission shall not be
unreasonably withheld. No assignment shall be approved if the assignor or assignee are indebted to
the City for ad valorem taxes or other obligations.
13. It is understood and agreed between the parties that Spartan, in performing its
obligations hereunder is acting independently, and the City assumes no responsibilities or liabilities
in connection therewith to third parties.
14. SPARTAN RELEASES, ACQUITS, INDEMNIFIES, AND HOLDS HARM-
LESS THE CITY, ITS OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS, AND
ASSIGNS, FROM ANY AND ALL KINDS OF CLAIMS, DEMANDS, LOSSES, DAMAGES,
INJURIES, RIGHTS, CAUSES OF ACTION, OR JUDGMENTS OF WHATSOEVER
CHARACTER OR NATURE, INCLUDING ATTORNEYS' FEES, WHICH MAY ARISE AS
A RESULT OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION REFLECT
THE EXPRESSED INTENTIONS OF SPARTAN AND THE CITY AND SHALL SURVIVE
THE TERMINATION, EXPIRATION, OR CANCELLATION OF THIS AGREEMENT.
15. It is understood and agreed by the City and Spartan that if the Premises has been
designated and taxed as agricultural land pursuant to Chapter 23, Subchapter C, Tax Code, V.A.T.S.,
that this Agreement shall not be effective and no abatement granted until Spartan has removed the
agricultural use designation and all taxes due pursuant to Section 23.55, Tax Code, V.A.T.S., as
amended, (roll back taxes) have been paid.
16. This Agreement was authorized by Resolution of the City Council at its council
meeting on the 12th day of April, 1999, authorizing the City Manager to execute the Agreement on
behalf of the City.
4
17. This Agreement is entered into by Spartan pursuant to authority granted by its
on the 4"clay of C , ' 19 90( , whereby President,
Mike Buoy, was authorized to execute this Agreeme 1 on behalf of Spartan.
18. This shall constitute a valid and binding Agreement between the City and Spartan
when executed in accordance herewith.
19. This Agreement is performable in Brazoria County, Texas.
20 Spartan agrees and covenants to certify annually to the City, while this Agreement is
in effect, that Spartan is in compliance with each applicable term of this Agreement.
Witness our hands this day of Gtra , 1999.
ATTEST:
Bv:
oung o rfin(
City S. c Lary
APPROVED AS TO FORM:
By:
Darrin M. Coker
City Attorney
CITY OF PEARLAND
5
Glen R E n
City Manager
ATTEST:
Printed Name:
Title:
AFFILIATED SPARTAN INSURANCE
AGENCIES, INC.
By:
6
Mike Buoy
President
THE STATE OF TEXAS
COUNTY OF BRAZORIA
BEFORE ME, the undersigned Notary Public, on this day personally appeared Glen R Erwin,
City Manager for the City of Pearland, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS i S `` DAY OF
, A.D., 19 q .
"err"°', LISA D. JONES
a`m NOTARY PUBLIC ° STATE OF TEXAS
°tea MY COMMISSION EXPIRES
�o
........ , SEPTEMBER 21, 1999
THE STATE OF TEXAS
COUNTY OF BRAZORIA
NOTARY PUBLIC, TATE OF TEXAS
Printed Name:
L cgs&
Sov.CS
Commission Expires: 9) Q-1 / 9 9
BEFORE ME, the undersigned Notary Public, on this day personally appeared Mike Buoy,
President, Affiliated Spartan Insurance Agencies, Inc., known to me to be the person whose name
is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for
the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 21 DAY OF
Rril ,A.D., 19 q1
LISA O. JONES
NOTARY MOM a STATE OF TEXAS
o ~ MY COMMISSION EXPIRES
r.`
ray,,.
nrn
SEPTEIABER 21, 1999
NOTARY PUBT TC, ST;• TE OF TEXAS
PrintedName: k i s ID. ronet
My Commission Expires: 9/,I ! ) 9 9
7
d'1-5J2-99 14:33 Spartan ills ILA=2614616ae3
P•d3
FIELD NOTE tmscR1Pl'ION OF 3.1636 ACRES (137,757
SQUARE FRET) of LAND, LOCATED IN THE PERRY AND
AUSTIN LEAGUE, ABSTRACT N0. 111, BRAZORIA COUNTY,
TEXAS, SAID 3.1625 ACRES BEING OUT OF THAT
CERTAIN TRACT CONVEYED 2'a HOUSi'ON PINE HOLLOW
ASEOCIATEs, LTD., BY DEED RECORDED UNDER cOtThtTY
CLERK'S BILE NO. 95-001759 OF THE OFFICIAL PUBLIC
RECORDS OF BRAZORIA COUNTY, TEXAS, SAID 3.1625
ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY
HETES AND BOUNDS AS FOLLOWS
BEGINNING at a 3/4 inch iron rod set at the
the Southwesterly right-of-way tine or F.M.
w ide) and the Northwesterly right -at -way line
nrive (width %trria*) vim recorded in Vol. 1:70
o f the Araeoria county Plat Records;
THENCE, S 30'23'18" W, along said Northwesterly right-of-way
line*, A d i Atahe:n of 190.24 feet to n 3/4 inch iron red AAA ter
the Point of Curvature of a curvo to the Right:
mttt?NC:F., southwesterly, nnnt i nti i ng Along the Nnrthwautarl y
✓ ight-of-way line of said Pine Hollow Drive, with said curve
to the Right.., having n rmciiun of 600.011 Peat:, n rrntrml angle
o f 16'26',06", an arc length of 172.11 feet and a chord bearing
ti :!n':fii/llr w fnr n dietAnca of t?1.52 feet to A 3/4 inatl iron
✓ od set for the South corner of the herein described tract
intersection of
sin (ioo rest
of Pine Hollow
Pq. 3RQ and 320
THENCE, N 59'36142" ell, along the Northerly line of a 30-foot
aide Drainage Easement as recorded per plat of said Pine
Hollow Section 1-A, A distance of 409.59 feet. Lo a 3/4 inch
iron set for the West corner of the herein described tract;
THENCE, N 45' 12' 35" E, al distance of 372.39 feet to a 3/4 inch
iron rod found for the North cornor of tho heroin .described
tract:, said iruri cud calling in the SuuU•hwesLwrly .t•iyhL-uC-way
lino of paid F.M. 5181
THENCE S 59•36'42" E, along
line of F.M. 518, a distance of
BEGINNING and containing 3.1625
land.
CENTURY ENGI:NSUR1NCi, INC.
the southwesterly right-of-way
338.85 feet to the POINT OF
acres (137,757 square feet) of
Dated this 15th dAy of .7Ant7Ary, 1999
etne 3`ohnson �J
Registered protessionai Land Surveyor No. 4314
C.E.I. Job No. 93003-07.1
(QW) SV 930030.T
Exhibit "A"
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Fxhibit `B"
IMPROVEMENTS
The project will be the construction of a new office building that will house the Home Office
and administrative headquarters of Affiliated Spartan Insurance Agencies, Inc. Spartan Insurance
Company, and Spartan Adjusting Company, LLC. We expect to have 50 to 60 employees on site.
The project will entail the completion of a building of approximately 15,000 square feet at a cost of
$1.5 million to $1.6 million. Tax abatement will be sought on all items allowed by law.
Exhibit "C"
ESTIMATED VALUES
PERSONAL
PROPERTY IMPROVEMENTS LAND
Estimated value of site as of January 1
immediately preceding abatement
agreement
Current estimated value
Estimated value of ineligible property
Estimated value of eligible improvements
(Fixed Equipment) (Building)
Estimated value of abated properties after
abatement expires
Value upon completion of project
personal property and project improve-
ments not subject to abatement
Exhibit "D"
APPLICATION FOR TAX ABATEMENT IN THE CITY OF PEARLAND
This application should be filed at least 90 days prior to the beginning of construction
of the installation of equipment. The filing of this document acknowledges familiarity and
conformance with Guidelines and Criteria for Granting Tax Abatement in a Reinvestment Zone
Created in the City of Pearland (attached). Please review Instructions attached before
executing this application. This application will become part of the agreement and any
knowingly false representations will be grounds for the City to void the agreement. Original
copy of this request should be submitted to the City Manager, City of Pearland. 3519 Liberty
Drive, Pearland, Texas 77581. Please attach exhibits if additional space is needed.
APPLICANT INFORMATION
Date 2/2/99
Company Name Affiliated Spartan Insurance Agercies,IncNumber of Employees
45
Address FO lbx 58368 Iioustcn, 7X /T258 Annual Sales 15,000,000.
Corporation (x)
Partnership ( ) Proprietorship ( )
PROJECT INFORMATION
Type of facility: Manufacturing ( )
(See Instructions) Regional Service
Reg. Distribution Center ( )
Reg Entertainment Center ( )
Other Basic Industry ( )
Location address and description of area to be
designated as reinvestment zone
(attach map showing site and legal description):
Pine Ibllaa Drive @ EI 518
'See Survey Attached
Description of eligible improvements (real property)
to be constructed: 15,000 square foot Office Building
Description of ineligible (taxable) property to be included in project:
The proposed reinvestment zone is located in:
City xx Pearland
County X Brazoria
School District X Pearland I.S.D.
• Other Taxing Jurisdictions )(Brazoria Co. Drainage District #4
Description of product or service to be provided (proposed use): Hine office Location
for 1 State (Texas) Insurance Agency.
Project Description:
Attach statement explaining the general nature and extent of the project, describing existing
site and improvements; describe all proposed improvements and provide list of improvements
and equipment for which abatement is requested.
N EW PLANT ( EXPANSION ( ) MODERNIZATION ( )
Attach a proposed time schedule for undertaking and completing the planned improvements.
ECONOMIC INFORMATION
A. Construction Estimates
Commencement Date:
Construction Man Years•
Completion Date:
Peak Construction Jobs
10/01/99
B. Permanent Employment Estimates (FTE's)
•
IF MODERNIZATION:
Estimated Economic Life of
Existing Plant:
Added Economic Life from
Modernization:
Years
Years
Current Employment 4 5
N umber of jobs retained c4 created ( )
at start/opening 47 in year 1999
5 years into operation 6 5 in year 2004
C.
D.
, 19
, 19
, 19
Local Transfer
O ther Estimated Taxes Generated by Project
(1) Sales Taxes: 19_: $
19 :$
19 $
19 $
19 •$
Total
(2) Other (Identify):
Estimated Appraised Value on Site
Est. Salaries
Personal
Improve -
Land
Estimated value of site as of January 1
immediately preceding abatement
agreement $ unknown * A R l W OF A 100 ACRE TRPCF
Current estimated value
Estimated value of ineligible property
Estimated value of eligible improvements
Estimated value of abated properties after
abatement expires
Value upon completion of project
personal property and project
improvements not subject to abatement
Property ments
$450,030
1,100,c00
(Fixed Equipment)
TAX ABATEMENT REQUES'ItD
% of eligible property for year 1 through year 7.
VARIANCE
Is the applicant seeking a variance under Section 3(f)
of the Guidelines?
If "YES" attach required supplementary information.
OTHER ABATEMENTS: Has company made application
for abatement of this project by another taxing
Jurisdiction or nearby counties?
If "YES" provide dates of application, hearing dates,
if held or scheduled, name of Jurisdictions and
contacts, and letters of intent.
YES() NO( )
YES ( ) NO (Y)
COMPANY REPRESENTATIVE TO BE CONTACTED
Name: BUY
Title:
PREBIDDIZ
Address: 1 • , 58368 (17625 FL CAMIN) REAL ##250)
R USICI ,TIX,AS 77258
Telephone: 281-286-1095
Authorized Comp
By:
Printe
Title:
Name.
IDENC
y
Of icial:
Exhibit "E"
MANPOWER REPORT
Insurance Agencies, Inc. ("Spartan"), do certify that on
individuals employed full time at Spartan.
THE STATE OF TEXAS §
COUNTY OF §
of Affiliated Spartan
, 19 there were
Printed Name:
Title:
Date:
BEFORE ME, the undersigned Notary Public, on this day personally appeared
of Affiliated Spartan Insurance Agencies,
Inc , being by me duly sworn on his/her oath deposed and said that he/she is duly qualified and
authorized in all respects to make this affidavit; and that every statement contained in the Manpower
Report is within his/her knowledge and true and correct.
SUBSCRIBED AND SWORN TO BEFORE ME on the day of
19 , to certify which witness my hand and official seal.
NOTARY PUBLIC, STATE OF TEXAS
Printed Name:
My Commission Expires: