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1998-247
NOTE Amended by Ordinance No 2001-306 ORDINANCE NO vl F -,R q- 7 AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A TAX ABATEMENT AGREEMENT WITH UNITED COPPER INDUSTRIES, INC SETTING FORTH ALL THE REQUIRED TERMS OF THE TAX ABATEMENT AGREEMENT IN ACCORDANCE WITH THE TERMS OF CHAPTER 312 OF THE TEXAS TAX CODE, SETTING FORTH THE VARIOUS CONDITIONS PRECEDENT TO UNITED COPPER RECEIVING THE TAX ABATEMENT, AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH UNITED COPPER INDUSTRIES TO PROVIDE ELECTRICAL SERVICES FOR A MINI- MUM PERIOD OF FIVE YEARS, PROVIDING FOR A SEVERABILITY CLAUSE, AND PROVIDING AN EFFECTIVE DATE WHEREAS, on the Yd day of February, 1998, after a public hearing duly held in accor- dance with §312 201 of the Act, the City Council passed Ordinance No 98-016 (the "Ordi- nance") establishing Reinvestment Zone No I, City of Denton, Texas as a commercial/industrial reinvestment zone for tax abatement (the "Zone"), as authorized by Title 3, Chapter 312, Sub- chapter B of the Texas Tax Code (the "Act'), and WHEREAS, on the 12`h day of December, 1997, United Copper Industries, Inc submit- ted an application for tax abatement with various attachments to the City concerning the contem- plated use of certain property located within the Zone, and WHEREAS, the City Council finds that the contemplated use of the premises and the contemplated improvements to the premises, as indicated by United Copper Industries, Inc are consistent with encouraging the development of the Zone in accordance with the purposes for its creation and are in compliance with the Denton Tax Abatement Policy, and WHEREAS, the City Council deems it in the public interest to enter into a Tax Abate- ment Agreement with United Copper Industries, Inc, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That the findings contained in the preambles to this ordinance are true and correct and are adopted as a part of the whole ordinance SECTION II. That the City Council finds and determines the following 1 That the contemplated use of the premises and the contemplated improvements of the prem- ises, as indicated by United Copper Industries, Inc are consistent with encouraging the de- velopment of the Zone in accordance with the purposes of its creation and are in compliance with the Denton Tax Abatement Policy 2 That the City Council finds that the improvements sought by United Copper Industries, Inc within the Zone are feasible and practical and would be a benefit to the land to be included in the Zone and to the City after the expiration of the Tax Abatement Agreement to be entered into with United Copper Industries, Inc That the City Council finds that the Tax Abatement Agreement contains all the terms which are mandrtonly required to be included in any tax abatement agreement under §312 205 of the Act 4 That, in accordance with Tex Tax Code §312 2041, the City Council finds that not later than the date on which the City Council considered this ordinance, and not later than the seventh day before the date the City enters into a Tax Abatement Agreement with United Copper In- dustries, Inc, that the City Manager, through the Director of Economic Development, who are hereby designated and authorized by the City Council to give such notice, delivered to the presiding officer of the Denton Independent School District and Denton County a written notice that the City intends to enter into this Tax Abatement Agreement with United Copper Industries, Inc, and that this notice included a copy of the proposed Tax Abatement Agree- ment in substantially the form of the Tax Abatement Agreement attached to this ordinance SECTION III That the Mayor, or in his absence, the Mayor Pro Tem, is hereby author- ized to execute a Tax Abatement Agreement with United Copper Industries, Inc, substantially in the form of the Tax Abatement Agreement which is attached to and made a part of this ordinance for all purposes as if written word for word herein Provided, however, that the Mayor shall exe- cute the Agreement simultaneously with the execution of similar tax abatement agreements with United Copper Industries, Inc executed by the Denton Independent School District and Denton County so that all these tax abatement agreements take effect at the same time SECTION IV That the Mayor, or in his absence, the Mayor Pro Tem is further author- ized to execute the attached contract between the City of Denton and United Copper Industries, Inc to provide exclusive electric service for a period of not less than five years, in substantially the form of the Electric Service Agreement, which is attached to and made a part of this ordi- nance for all purposes as if written word for word herein SECTION V That the City Council hereby instructs and authorizes the City Manager to inspect, audit, and evaluate the progress of United Copper Industries, Inc to determine if it has met all of the conditions of the attached Tax Abatement Agreement prior to the tax abatement going into effect SECTION VI That if any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, the City Council of the City of Denton hereby declares that they would have enacted such remaining portions despite any such validity SECTION VII That this ordinance shall become effective immediately upon its passage and approval Page 2 PASSED AND APPROVED this the _ day of 1998 � MAYOR FXI ATTEST JENNIFER WALTERS, CITY SECRETARY BY C APP VED A TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY \\CH LGL\VOLIAAercdkdept\LGL\our Dccumente\ rdmnnmW8\united copper agreement orddoc Page 3 STATE OF TEXAS § TAX ABATEMENT AGREEMENT BETWEEN COUNTY OF DENTON § THE CITY OF DENTON AND UNITED CITY OF DENTON § COPPER INDUSTRIES, INC This Tax Abatement Agreement (the "Agreement") is entered into by and between the City of Denton, Texas (the "City"), duly acting herein by and through its Mayor, and United Copper Industries, Inc , a Texas corporation (the "Owner"), a privately held corporation duly authorized and in good standing to do business in the State of Texas, duly acting herein by and through its authorized officers WHEREAS, the City has adopted a resolution stating that it elects to be eligible to par- ticipate in tax abatement and has adopted guidelines and criteria governing tax abatement agree- ments known as the Denton Tax Abatement Policy, and WHEREAS, on the 271h day of January, 1998, the City Council of Denton, Texas (the "City Council") adopted the Denton Tax Abatement Policy (the "Policy"), which is attached hereto and incorporated herein as Exhibit "A" and made a part of this Agreement for all pur- poses, and WHEREAS, the Policy constitutes appropriate "guidelines and cntena" governing tax abatement agreements to be entered into by the City as contemplated by Section 312 002 of the Texas Tax Code, as amended (the "Code"), and WHEREAS, on the P day of February, 1998, the City Council passed Ordinance No 98- 016 (the "Ordinance") establishing Reinvestment Zone No I, City of Denton, Texas, as a com- mercial/industrW reinvestment zone for tax abatement (the "Zone'), as authorized by Title 3, Chapter 312, Subchapter B of the Code (the "Act'), and WHEREAS, Owner owns or leases certain real property, more particularly described in Exhibit "B" attached hereto and incorporated herein by reference and made a part of this Agree- ment for all purposes (the "Premises") located entirely within the Zone, and WHEREAS, on the 12`h day of December, 1997, Owner submitted an application for tax abatement with various attachments to the City concerning the contemplated use of the Premises (the "Application for Tax Abatement'), attached hereto and incorporated herein as Exhibit "C" and made a part of this Agreement for all purposes, and WHEREAS, the City Council finds that the contemplated use of the Premises, the Con- templated Improvements (as hereinafter defined) to the Premises as set forth in this Agreement, and the other terms hereof are consistent with encouraging development of said Zone in accor- dance with the purposes for its creation and are in compliance with the Policy and the Ordinance and similar guidelines and criteria adopted by the City and all applicable law, and WHEREAS, the City Council finds that the terms of this Agreement, and the Premises and Contemplated Improvements, meet the applicable guidelines and criteria heretofore adopted by the City Council, which are set forth in the Policy, and WHEREAS, written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished by the City, in the manner and by the time pre- scribed by the Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located, NOW, THEREFORE, the City and Owner for and in consideration of the premises and the promises contained herein do hereby contract, covenant, and agree as follows I CONDITIONS OF ABATEMENT A A condition of the Abatement (defined below) is that, by January 31, 1999 (sub- ject to force maleure delays not to exceed 180 days), a capital investment that establishes an ad- ditional assessed property value of real property improvements, equipment, and other tangible and personal property in excess of the assessed property value for the Premises on January 1, Page 2 1998 (value) of at least $35,000,000, by January 31, 2000 a capital investment of at least $37,000,000, and by January 31, 2001 a capital investment of at least $40,400,000 be made with respect to construction and equipping of a building or buildings and other improvements to be constructed on the Premises which are described in the Application for Tax Abatement Owner agrees to build a building or buildings of approximately 373,000 square feet within the area de- scribed in Exhibit "B", substantially in accordance with Exhibit "D" as described in Section II(F) hereof, at value of new real property improvements, equipment, and other tangible personal property of at least $35,000,000 with respect to construction and equipping of the building or buildings or other improvements to be constructed on the Premises on or before January 1, 1999 (the "Contemplated Improvements") For the purposes of the immediately preceding sentence, capital investment with respect to construction and equipping the Contemplated Improvements shall include (1) costs related to the development and improvement of the real estate, including, without limitation, construction costs and design and engineering costs, (2) tangible personal property located on or at the Contemplated Improvements by Owner, excluding inventory and supplies The kind and location of the Contemplated Improvements is more particularly de- scribed in the Application for Tax Abatement For the purposes of this paragraph, the term "force majeure" shall mean any circumstance or any condition beyond the control of Owner, as set forth in Section XXII "Force Majeure" which makes it impossible to meet the above - mentioned thresholds Provided, however, should Owner fail to make a capital investment in the Contemplated Improvements that establishes a value of at least $35,000,000 on or before January 31, 2001 in accordance with the City's Tax Abatement Policy, the number of years of tax abate- ment will be reduced to coincide with the maximum years of abatement per the amount of the value established by the Policy For example, if the total value established by the capital invest- ment in the Contemplated Improvements is $34,000,000, the number of years of tax abatement Page 3 shall be reduced from six years to five years, in addition to the proportional reduction in abate- ment required under Sections I(C) and (F) hereof B A condition of the abatement is that the Contemplated Improvements be con- structed and the Premises be used substantially in accordance with the description of the project set forth in the Application for Tax Abatement C A condition of the abatement is that, in connection with the operation of the Con- templated Improvements, Owner shall employ a minimum of 250 full-time jobs and net a total annual payroll of $8,500,000 with an average of $34,000 per job over each of the six years of abatement following the beginning date defined in paragraph III(E) If force majeure conditions make it impossible for any condition in Section I to be met, Owner may elect to explain the rea- sons why such condition was not met and shall propose a recommended course of action with respect to such condition If the City Council finds that the failure to meet such condition was justified, the City Council may modify the requirements of this paragraph If the total employ- ment of the project is not 250 jobs and the annual payroll does not meet the threshold of $8,500,000 or the Owner does not achieve an assessed value of $35,000,000 for the Contem- plated Improvements by January 31, 1999, the tax abatement will be reduced by the percentage relative to the actual value of the Contemplated Improvements and the agreement value of the Contemplated Improvements, the actual number of full-time jobs, the agreed number of full-time jobs, the actual payroll, and the agreed payroll, in accordance with the formula set forth in para- graph I(F) For the purposes of making the calculation of full-time jobs, those employees who begin their employment with Owner after October 1, 1995 shall be included, to allow Owner to count employees who will be moved to the Contemplated Improvements in Denton from loca- tions outside the City of Denton, and whose jobs are moved to the Contemplated Improvements within the area described in Exhibit `B" within the Zone Page 4 D Owner covenants that as of January 1, 1998, there were no buildings, structures, equipment, personal property, or other improvements (defined below) on the Premises A con- dition of this abatement is that throughout the Term of the Abatement, the Contemplated Im- provements shall be operated and maintained for the purposes set forth herein so that the uses of the Premises shall be consistent with the general purpose of encouraging development or rede- velopment of the Zone, except as otherwise authorized or modified by this Agreement E The City shall have the right to terminate the abatement if the Owner does not oc- cupy or lease the Contemplated Improvements In the event of such termination which results in the Owner falling below one or more of the minimum threshold levels set forth in Section V(B) hereof, the Owner shall refund to the City all previous tax abatements and all tax abatements for future years shall be terminated F I£ the total Contemplated Improvements constructed on the project do not meet the threshold value of $35,000,000, or 250 full-time jobs are not employed, or the payroll does not reach $8,500,000 or any other threshold in Section I(C), the tax abatement will be reduced by the percentage relative to the actual value and the agreement value In the event that the Owner fails to meet two or more entena or thresholds, the tax abatement will be reduced by the largest percentage of non-compliance For example, if the total value of structures and improvements to the real estate and the personal property installed and equipped within the structures is $31,500,000 or 10% less and there are only 250 full-time jobs or 8% less, then the tax abatement shall be reduced by 10% or 2 5%, reducing the tax abatement from 25% to 22 5% for each year the Owner does not meet these thresholds If the abatement has already been granted, then Owner shall immediately, upon receiving notice from the City, remit the amount by which the tax abatement should be reduced with interest at six percent (6%) per annum from the time the Owner was not in compliance For example, in the example above, Owner would remit 2 5% of Page 5 the total abatement from the date the abatement was received and interest on the principal amount from the date the Owner was not in compliance G Simultaneously with the execution of this Agreement, the Owner shall enter into a long-term agreement with the City of Denton Municipal Utilities for the provision of electric service for a term of not less than five years, and shall maintain performance of its contractual obligations for the full period of the contract Provided, however, the sale of the City's entire electrical system, which by the terms of the agreement between Owner and City for electrical service causes a termination of the electrical services agreement, shall not constitute a default in performance of this Agreement which will result in a recapture of all or a part of the tax abate- ment H In consideration of the abatement granted herein Owner agrees to comply with all the terms and conditions set forth in this Agreement II GENERAL PROVISIONS A The City has concluded that it has adopted guidelines and criteria governing tax abatement agreements for the City to allow it to enter into this Agreement containing the terms set forth herein B The City has concluded that procedures followed by the City conform to the re- quirements of the Code and the Ordinance, and have been and will be undertaken in coordination with Owner's corporate, public employee, and business relations requirements C The Premises are not in an improvement project financed by tax increment bonds D Neither the Premises nor any of the Improvements covered by this Agreement are owned or leased by any member of the City Council, any member of the City Planning and Page 6 Zoning Commission of the City, or any member of the governing body of any taxing units join- ing in or adopting this Agreement E In the event of any conflict between the City zoning ordinances, or other City or- dinances or regulations, and this Agreement, such ordinances or regulations shall control F The building for Owner shall be constructed substantially as shown on the at- tached drawing submitted by Trammell Crow, which is attached hereto and incorporated as Ex- hibit "D" and made a part of this Agreement for all purposes Provided, however, nothing herein shall prevent Owner from making changes to the building as shown in Exhibit "D" as may be necessary to meet state and federal environmental laws and regulations III ABATEMENT TERMS AND CONDITIONS A In consideration of the Owner meeting all the terms and conditions of abatement set forth herein, the City hereby grants a tax abatement ("Abatement') (1) to Owner relative to the Premises and all improvements to the Premises (the "Improvements"), and (2) to Owner for the tangible personal property on the Premises excluding inventory and supplies, such Abate- ment to be subject to the following terms and conditions H The value of the Abatement on the Premises and the Improvements shall be the following portion of the increase in value of the Improvements on the premises over their value on January 1, 1998, the year in which this Agreement is executed in accordance with Section 312 204 of the Code Twenty-five percent (25%) of the increase in value from construction of any Improve- ments C The value of the Abatement on the tangible personal property on the Premises, excluding inventory and supplies, shall be the following portion of the increase in value of such Page 7 tangible personal property on the Premises over the value on January 1, 1998 in accordance with Section 312 204 of the Code Twenty-five percent (25%) of the increase in value of the tangible personal property on the Premises which is used by Owner in the operation of the Contemplated Improve- ments D Owner shall have the right to protest and contest any or all appraisals or assess- ments of the Premises and/or Improvements or any tangible personal property owned by Owner If Owner is successful in obtaining a reduction in taxes based upon such protest or contest after a tax abatement for that year has been granted, it shall immediately notify the City, through its City Manager E The term of the Abatement (the "Term") shall begin on January 1 of the year fol- lowing the calendar year in which a certificate of occupancy is issued by the City for the Im- provements (the "Beginning Date") and, unless sooner terminated as herein provided, shall end on the December 3I't immediately preceding the 6"' anniversary of the Beginning Date F If the value of the Improvements, the number of employees, or payroll require- ments are not met, the tax abatement will be reduced by a percentage relative to proposed and actual numbers as set forth in paragraph I(F) IV RECORDS AND EVALUATION OF PROJECT A The Owner shall provide access and authorize inspection of the property by City employees and allow sufficient inspection of financial information to insure that the improve- ments are made and the thresholds are met according to the specifications and conditions of this Agreement Such inspections shall be done in a way that will not interfere with Owner's busi- ness operations City shall annually (or such other times deemed appropriate by the City) evalu- Page 8 ate the Project to ensure compliance with this Agreement Owner shall provide information to the City on a form provided by the City for the evaluation The information shall include the following (i) the total number of employees who work on the premises, their total sala- nes, (11) an inventory listing the kind, number, and location of and the total value of all improvements to the property, including, without limitation, the value of all structures and all tangible personal property installed or lo- cated in the Premises B The City Manager shall make a decision and rule on the eligibility of the Project for tax abatement based on the information furnished each year by the Owner on or before August 1 of the taxable year and shall so notify Owner, the Joint Committee on Tax Abatement, and the City Council For the first taxable year, the payroll threshold will be considered to be met if there are at least 250 full-time employees of the Owner by July 31, 1999 and the average wage is $34,000 per employee If the Owner is dissatisfied with the City Manager's decision, it can appeal his decision to the City Council The City Council's decision on the matter shall be binding, final, and not appealable, except for arbitrary and capricious acts and actions, gross negligence or willful misconduct, and any appeal shall be under the substantial evidence rule, provided, however, that notwithstanding the foregoing, under no circumstances shall the City Manager or the City Council be authorized to terminate, reduce, or recapture the Abatement un- less the conditions of the Abatement are not satisfied within the time frames specified herein C During normal office hours throughout the Term of this Agreement, providing reasonable notice is given to Owner, the City shall have access to the Premises by City employ- ees for the purpose of inspecting the Premises and the Improvements to ensure that the Im- Page 9 provements are being made in accordance with the specifications and conditions of this Agree- ment and to verify that the conditions of this Agreement are being complied with, provided that such inspection shall not interfere with Owner's normal business operations D The Owner shall annually make a certification in writing to the City Council, the Commissioners Court of Denton County, and the Board of Trustees of the Denton Independent School District, on or before June 15` of each year this Agreement is in effect, except for the first year when Owner shall have until July 31, 1999 to make this certification, that certifies that the Owner is in compliance with each applicable term of this Agreement and any other tax abate- ment agreement it may have entered into with Denton County and the Denton Independent School District E That simultaneously with the execution of this Agreement, Owner is entering into similar tax abatement agreements with Denton County and the Denton Independent School Dis- trict Nothing in this Agreement shall preclude Denton County and the Denton Independent School District from entering into tax abatement agreements which contain different terms and conditions than this Agreement and different portions of abatement than shown in paragraph III(B) and (C) of this Agreement, in accordance with Section 312 206(c) of the Act, Chapter 312, Subchapter B, of the Act, and all other applicable laws V FAILURE TO MEET CONDITIONS A In the event that (i) the conditions in paragraphs I(A), (C), (F), and (G) are not met, or (n) Owner allows its ad valorem real property taxes with respect to the Premises or Im- provements, or its ad valorem taxes with respect to any tangible personal property, if any, owned by the Owner which is located in the Improvements, owed the City to become delinquent and fails to timely and properly follow the legal procedures for protest and/or contest of any such ad Page 10 valorem real property or tangible personal property taxes, or (in) any other conditions of the Abatement Agreement are not met, then a "Condition Failure" shall be deemed to have occurred (it being understood that a Condition Failure relating to any condition set forth in paragraphs I(A), (C), (F), and (G) shall not be deemed to occur merely because at a particular time it cannot be determined whether such condition will be met, but shall occur only if at a particular time it can be definitively determined that such condition will not be met) In the event that a Condition Failure occurs, the City shall give Owner written notice of such Condition Failure and if the Condition Failure has not been cured or satisfied within ninety (90) days of said written notice, the Abatement shall be reduced in accordance with paragraph I(F), and Owner shall remit the amount of the Abatement by which it was reduced plus interest from the time the Owner re- ceived the Abatement for each year the Owner is out of compliance Provided, however, that if such Condition Failure is not reasonably susceptible of cure or satisfaction within such ninety (90) day period and Owner has commenced and is pursuing the cure or satisfaction of same, then after first advising City Council of efforts to cure or satisfy same, Owner may utilize an addi- tional ninety (90) days Time in addition to the foregoing 180 days may be authorized by the City Council, and such authorization shall not be unreasonably withheld If a Condition Failure is not cured or satisfied after the expiration of the applicable notice and cure or satisfaction pen- ods, the Abatement shall be terminated with respect to the year in which notice of the Condition Failure is given and all future years It being understood that the Abatement with respect to any year prior to the year in which notice of the Condition Failure is given shall not be forfeited or recaptured except as indicated under Section V(B) hereof Notwithstanding any provision in this Agreement to the contrary, Owner shall refund to the City all tax abatements previously received with interest for the year in which the notice of Condition Failure is given Page 11 B If, however, the Owner fails to construct any structures or other improvements, or fails to install any equipment or other tangible personal property within the Premises by January 31, 1999, if the value of all improvements falls below the current minimum $5,000,000 threshold or if the Owner fails to employ at least 130 Jobs by July 31, 1999, or if the total employment within the term of this Agreement falls below 130, or the Owner fails to reach at least a payroll of $4,420,000 for any of the six years of abatement, which causes the amount of Abatement to be reduced to zero, or Owner fails to execute the contract with the City to provide electric service or fails to maintain performance of its contractual obligations for the full period of the contract, then this Agreement may be terminated by the City In this event, Owner shall refund to the City all tax abatements previously granted and received under this Agreement with interest on the amount to be refunded at six percent (6%) per annum Additionally, as set forth in Section I(A), failure to construct and place Contemplated Improvements on the Premises that have a value of at least $35,000,000 by January 31, 2001, shall cause the term of the abatement to be reduced in accordance with the City's Tax Abatement Policy C That in the event of a condition failure by Owner which is not cured or satisfied as set forth herein, in addition to a partial or total recapture of the tax abatement, the City may can- cel or modify this Agreement VI EFFECT OF SALE, ASSIGNMENT, OR LEASE OF PROPERTY A The Abatement with respect to the Project, including any tangible personal prop- erty located on the Project owned by Owner shall vest in Owner and shall be assignable, with City approval, which shall not be unreasonably withheld, to any individual, partnership, joint venture, corporation, trust or other entity (irrespective of whether or not such assignee is related to or affiliated with Owner) which acquires title to the Project Any assignee of Owner or any Page 12 assignee of a direct or indirect assignee of Owner shall be treated as "Owner" under this agree- ment No assignment shall require the consent of City if, following such assignment, the Owner continues to occupy and operate the Contemplated Improvements for the full term of this Agreement Nor shall the consent of the City be necessary if the assignee agrees to fully comply with the terms and conditions of this Agreement VII NOTICE All notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designated in writing, by certified mail postage pre- pare or by hand delivery OWNER Dean Brown, Vice President United Copper Industries, Inc P 0 Box 2617 Coppell, Texas 75019 CITY Ted Benavides, City Manager City of Denton 215 East McKinney Denton, Texas 76201 VIII CITY COUNCIL AUTHORIZATION This Agreement was authorized by the City Council by passage of an enabling ordinance at its meeting on the 18`h day of August, 1998, authorizing the Mayor to execute this Agreement on behalf of the City, a copy of which is attached hereto and incorporated herein as Exhibit "E" as if written word for word herein IX BOARD OF DIRECTORS AUTHORIZATION This Agreement was entered into by Owner, pursuant to authority granted by the Board of Directors of Owner, as authorized by corporate resolution to execute this Agreement on behalf of Owner, a certificate evidencing such resolution and consent is attached hereto and incorpo- rated herein as Exhibit "F" as if written word for word herein Page 13 X SEVERABIILTY In the event any section, subsection, paragraph, sentence, phrase or work 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, para- graph, sentence, phrase, or word In the event that (1) the term of the Abatement with respect to any property is longer than allowed by law, or (n) the Abatement applies to a broader classifica- tion of property than is allowed by law, then the Abatement shall be valid with respect to the classification of property abated hereunder, and the portion of the term, that is allowed by law XI 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 The certificate, which if requested will be addressed to the Owner, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists the nature of default and curative action, which should be undertaken to cure same), the remain- ing term of this Agreement, the levels and remaining term of the Abatement in effect, and such other matters reasonably requested by the party(ies) to receive the certificates XII OWNER STANDING Owner, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying or- dinances, resolutions, or City Council actions authorizing same and Owner shall be entitled to intervene in said litigation Page 14 XIII APPLICABLE LAW This Agreement shall be construed under the laws of the State of Texas Venue for any action under this Agreement shall be the State's District Court of Denton County, Texas This Agreement is performable in Denton County, Texas XIV RECORDATION OF AGREEMENT A certified copy of this Agreement in recordable form shall be recorded in the Deed Rec- ords of Denton County, Texas XV MUTUAL ASSISTANCE City and Owner agree to do all things necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out such terms and pro- visions Owner and City agree at any time, and from time to time, to execute any and all docu- ments reasonably requested by the other party to carry out the intent of this Agreement XVI ENTIRE AGREEMENT This instrument with the attached exhibits and the agreement to be executed between the parties for the provision of electric service to Owner by the City, contains the entire agreement between the parties with respect to the transaction contemplated in this Agreement XVII BINDING This Agreement shall be binding on the parties and the respective successors, assigns, heirs, and legal representatives Page 15 XVIII COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument XIX SECTION AND OTHER HEADINGS Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement XX NO JOINT VENTURE Nothing contained in this Agreement is intended by the parties to create a partnership or joint venture between the parties, and any implication to the contrary is hereby disavowed XXI AMENDMENT This Agreement may be modified by the parties hereto to include other provisions which could have ongmally been included in this Agreement or to delete provisions that were not originally necessary to this Agreement pursuant to the procedures set forth in Title 3, Chapter 312 of the Code XXII FORCE MAJEURE If, because of flood, fire, explosions, civil disturbances, strikes, war, acts of God, or other causes beyond the control of either Party, either Party is not able to perform any or all of its obli- gations under this Agreement, then the respective Party's obligations hereunder shall be sus- pended dunng such period but for no longer than such period of time when the party is unable to perform Page 16 That this Agreement was EXECUTED this I#h day o$, 1998, by duly authorized officials of the City and by United Copper Industries, a Texas corporation, simultane- ously with the execution of similar Tax Abatement Agreements between United Copper Indus- tries and the Denton Independent School District and Denton County CITY OF DENTON, TEXAS ATTEST JENNIFER WALTERS, CITY SECRETARY BY LL�' APP VED A TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY UNITED COPPER INDUSTRIES, INC ATTEST BY p_ OL4 Title Page 17 STATE OF TEXAS COUNTY OF DENTON Before me, the undersigned authority, a Notary Public in and for said State of Texas, on this day personally appeared Jack Miller, Mayor for the City of Denton, known to me to be the person Who signed and executed the foregoing instrument, and acknowledged to me that this in- strument was executed for the purposes and consideration therein expressed Given under my hand and seal of office this the leday o j °azQn_, 1998 �n,> "°°a�;t L �` � F .o.,p°/ JENNIFEI� K Vd�II i'4yI3F Notery PubI�C� ✓jfAktl Ai f@Bfl4 My Commilsi6A tMBift4 li�l�$$ STATE OF TEXAS COUNTY OF DENTON - My Commission Expires ------ Before me, the undersigned authont , a Notary Public in and for said State of Texas, on this day personally appeared , on behalf of United Copper In- dustries, Inc, known to me to be th of United Copper Industries, Inc and to be the person who signed and executed the foregoirfi instrument, and acknowledged to me that this instrument was executed for the purposes and consideration therein expressed Given under my hand and seal of office this the ✓— day of 1998 �a> "`°=hcState LTERS i TexasM 1219 98 Or &06 N ary Pu is in and for the S to of T xas My Commission Expires \\CH LGUV0LPjhwedWVa LGL\OurD UMMY\Convnw\98\united coppm W abmement convect doc Page 18 EXHIBIT a DENTON POLICY FOR TAX ABATEMENT GENERAL PURPOSE AND OBJECTIVES The City of Denton (City), the Denton Independent School District (DISD) and Denton County are committed to the promotion of high quality development in all parts of the city and to an ongoing improvement in the quality of life for its citizens Insofar as these objectives are generally served by the enhancement and expansion of the local economy, the City of Denton, DISD, and Denton County, will on a case -by -case basis, give consideration to providing tax abatement as a stimulation for economic development in Denton It is the policy of the City and DISD that said consideration will be provided in accordance with the procedures and criteria outlined in this document Nothing herein shall imply or suggest that the City, DISD or Denton County are under any obligation to provide tax abatement to any applicant All applicants shall be considered on a case -by -case basis Tax inducements, as described in this policy, will be considered for new, expanding and modernizing basic industries, corporate office headquarters and distribution centers II. CRITERIA Any request for a tax abatement shall be reviewed by the Joint Committee on Tax Abatement, said Committee being comprised of two elected officials from each of the taxing entities involved One additional staff person from each jurisdiction shall be appointed to serve as a nonvoti , ex officio member of the committee The Joint Committee on Tax Abatement serves as a recommending body to the taxing entities regarding whether economic development incentives should be offered in each individual case Their recommendation shall be based upon an evaluation of the following criteria which each applicant will be requested to address in narrative format History and Philosophy of the firm F %HABE=RMVSVQTA% ABATEMRMTA% ABATEMENT POLICY Aee 25 a) Nature of products and geographic penetration b) Financial statements for past five years or life of firm whichever is shorter c) Chronology of plant openings, closings, & relocations over past 15 years d) Record of mergers and financial restructunng dunng last five years e) Record of employment and training provided for handicapped and chronically unemployed 2 Project Specifications a) Provide plat of project including all roadways, land use and zoning within 500 feet of site Legal description of site is required b) Is the project a relocation or new facility to expand operations If relocation, give current location c) Project investment in real and personal property at the above site for each of the next ten years d) Project permanent employment for next ten years resulting from the new investment Indicate number of jobs that will be filled by people from outside the metroplex Include estimated average annual salary on new lobs e) What is the total current payroll and the projected payroll when project is completed f) Describe employment training requirements including provisions for training handicapped and chronically unemployed if applicable g) Project utility (gas, electricity, water, etc ) usage for each of next ten years h) Estimate the infrastructure (streets, sewer, water, etc ) requirements necessary to operate the new facility i) Estimate the annual operating budget for next ten years j) Will the occupants of the project be owner or lessees9 If lessees, are occupancy commitments already existing9 k) Give the name, address, and telephone number of contact person 26 F \SHAREMDEPMVSVC,TAX ABATEMBM\TAX ABATBMB f POLICY dec The community Impact of the project a) Project the value of real and personal property that will be added to the tax rolls b) Using current rates estimate the additional taxes that will be directly generated by the project without considering any proposed abatement for each of the affected taxing entities for each of the next ten years c) For each taxing entity indicate the amount of tax abatement requested for each of next ten years d) Estimate the increase in investment in other local businesses resulting from the project for the next ten years e) Estimate the increased housing needs in the area resulting from the project for ten years f) Estimate the increase in the tax rolls for each taxing entity for the next ten years g) Estimate the infrastructure construction that would be required because of the growth resulting indirectly from the project h) Provide the specific detail of any businesses/residents that will be displaced and assistance that will be available from the requesting entity I) Estimate the increase in students by grade level resulting from the project including the multiplier effect (indirect growth) for the next ten years Show the increase for each impacted school district j) Provide description of any historically sigmficant area included within the project's area If any, give detail of how the historically sigmftcant area will be preserved k) Provide information of any detrimental effect on existing businesses, recreational areas, and residential area 1) Provide details of any benefit to an area of the community targeted for revitalization/redevelopment III. VALUE OF INCENTIVES The criteria outlined in Section II will be used by the Joint Committee on Tax Abatement in determining whether or not it is in the best interests of the affected taxing entities to recommend that tax abatement be offered to a particular facility Specific considerations will include the degree to which the individual project furthers the goals and objectives of the community, as well as the relative impact of the project New, expanding and modernizing businesses will be eligible for abatement if the minimum F I HAREMDEPWVWMAX ABATEMEMMAX ABATBMRHr POLICY da 27 threshold, as described below is met Once a determination has been made that a tax abatement should be offered, the value and term of the abatement will be determined by referencing the following table TABLE 1 Establishes maximum length of abatement according to assessed real property value of improvements and personal property VALUE OF STRUCTURE AND PERSONAL PROPERTY MAXIMUM YEARS OF ABATEMENT MAXIMUM PERCENTAGE OF ABATEMENT 100 10 25% 80 9 25% 65 8 25% 50 7 25% 35 6 25% 20 5 25% 15 4 25% 10 3 25% 5 2 25% If an existing business is located within the boundaries of the participating jurisdictions and decides to expand or relocate within such boundaries, the actual value of the structure shall be multiplied by 125% prior to utilizing Table 1 If the expanding or relocating business is abandoning any property or improvements within the jurisdictions, the value of this abandoned property shall be subtracted from the new value figure pnor to multiplying the value by 125% The tax abatement shall not apply to any portion of the land value of the project Applicants agreeing to extend infrastructure improvements (streets and utilities) to improve other industrial sites which can be marketed by the Chamber of Commerce Economic Development Director may be eligible for a greater tax benefit than those described above by utilizing tax increment financing procedures The offering of such an inducement will be evaluated on a case -by -case basis dependent upon the applicant's ability to make available improved industrial sites F ISXARMDIWrMVSVC%TAX AJIATWaI MTAX ABATEMEW POLICY doe 28 Preliminary Application IV PROCEDURAL GUIDELINES Any person, organization or corporation desiring that the City or DISD consider providing tax abatement to encourage location or expansion of facilities within the limits of the jurisdictions shall be required to comply with the following procedural guidelines Nothing within these guidelines shall imply or suggest that either the City, or DISD, is under any obligation to provide tax abatement to any applicant A Applicant shall complete the attached "Application for Tax Abatement " B Applicant shall address all cntena outlined in Section II above in narrative form C Applicant shall prepare a map showing the precise location of the property and all roadways within 500 feet of the site D If the property is described by metes and bounds, a complete legal description shall be provided E Applicant shall complete all forms and information detailed in items A through D above and submit them to the City Manager, City of Denton, 215 E McKinney, Denton, TX 76201 AApoLcahon Review Sten F All Information in the application package detailed above will be reviewed for completeness and accuracy Additional information maybe requested as needed G The application will be distributed to the appropnate City and DISD departments for internal review and comments Additional information maybe requested as needed H Copies of the complete application package and staff comments will be provided to the Joint Committee on Tax Abatement P \SHARE"EP7VIVSVC\TAX ABATEW"TAX ABATEMn POLICY dx 29 Consideration of the Application I The Joint Committee on Tax Abatement will consider the application at a regular or called meeting(s) Additional information may be requested as needed J The recommendation of the Joint Committee on Tax Abatement will be forwarded, with all relevant materials, to the chief administrative office of each taxing entity K If the City Council of Denton decides to grant a tax abatement it shall consider a resolution calling a public hearing to consider establishment of a tax reinvestment zone in accordance with Section 312 201 of the Tax code and meeting one or more of the criteria of Section 312 202 of the Tax Code L The City Council of Denton shall hold the public hearing and determine whether the project is "feasible and practical and would be of benefit to the land to be included in the zone and municipality in accordance with Section 312 201 " Special consideration shall be given to policies noted in the Denton Development Plan when designating a tax reinvestment zone M The City Council of Denton may consider adoption of an ordinance designating the area described in the legal description of the proposed project as a commercial/industrial tax abatement zone. N The City Council may consider adoption of an ordinance or resolution approving the terms and conditions of a contract between the City and the applicant governing the provision of the tax abatement and the commitments of the applicant including all the terms required by Section 312 205 of the Tax Code and such other terms and conditions as the City Council may require Should the commitments subsequently not be satisfied, the tax abatement shall be null and void, and all abated taxes shall be paid immediately to the City of Denton and all other taxing jurisdictions participating in the tax abatement F NSHARBD\OWMVSVQTAX ABATB 4"TAX ABATBIAM POLICY dw 30 agreement Provisions to this effect shall be incorporated into the agreement O The governing bodies of the various taxing entities may consider ratification of and participation in the tax abatement agreement between the City of Denton and the applicant Any tax abatement agreement will address various issues, including, but not limited to, the following General description of the project, 2 Amount of the tax abatement and percent of value to be abated each year, 3 Method of calculating the value of the abatement, 4 Duration of the abatement, including commencement date and termination date, 5 Legal description of the property, 6 Kind, number, location and timetable of planned improvements, 7 Specific terms and conditions to be met by applicant; 8 The proposed use of the facility and nature of construction, 9 Contractual obligations in the event of default, violation of terns or conditions, delinquent taxes, recapture, administration and assignment Annual Evaluation Upon completion of construction, the Joint Committee on Tax Abatement shall annually evaluate each facility receiving abatement to insure compliance with the agreement and report possible violations of the agreement to the taxing entities F I AAEIAVII MVSVOTAX ABATEM"TAX ABATEWNT POLICY doe 31 Transferor Assignment A contract for tax abatement may be transferred or assigned by the ongmal applicant to a new owner upon the approval of the various taxing junsdutions after such a recommendation is made by the Joint Committee on Tax Abatement ABATEWE TAX ABATBMEM POLICY doe 32 ALL that certain lot, tract or parcel of land lying and being situated in the City and County of Denton, State of Texas, being part of the M. Forrest Survey, Abstract Number 417 and being more particularly described as follows: BEGINNING at the southwest corner of 90 6566 acre tract described as Tract III by Special Warranty deed conveyed to Albertson's Incorporated recorded in Volume 3205, Page 214 of the Real Property Records of Denton County, Texas, said point also lying on the north line of U.S. Highway 380; THENCE South a distance of 63 feet to the centerline of said U S Highway 380; THENCE Northeasterly along the centerline of U.S. Highway 380 a distance of 4,303 feet to a point for corner; THENCE North passing at 63 feet the north right-of-way line of U.S. Highway 380 and continuing along the jut line of a 28 acre tract, conveyed to D.C. Bullard, et us by deed recorded in Volume 432, Page 149 of the Deed Records of Denton County, Texas, continuing North and passing the northeast corner of said Bullard tract and continuing North to a point in the centerfim of Fbhtmp Road; THENCE Westerly and northwesterly along the ceuterhne courses of Fbhtrap Road a distance of 3,210 feet to a point for corner, said point being the intersection of the centerline of Fbhtrap Road and the centerline of the Union Pacific Railroad; THENCE Southwesterly along the couteriine of the Union Pacific Railroad a distance of 1,710 feet to a point for corner, THENCE South passing at 64 feet the most northerly northwest corner of said 90.6566 acre Albertson's tract and contiauhtg a total distance of 240 feet to a point for corner, said point being the northwest corner of a IA57 acre SAVE & EXCEPT tract described as Tract 11 in said Albertson's deed recorded in Volume 3205, Page 214 R.P.R.D.C.T.; THENCE i,Southeasterly along the northeast lice of said 1.457 acre tract a distance of 564 feet to a point for corner, said point being the southeast corner of said 1.457 acre tract; THENCE South ahHg the west Brie of a 2.114 acre tract described as Tract 1 in said Albertson's deed recorded its Volume 32059 Pap 214 R.P.R.D.C.T. a distance of 662 to the southwest corner of said 2.114 acre traces THENCE West a distance of 69 feet to the most southerly northwest corner of said 90.6566 acre Albertson's tract THENCE South a distance of 185 feet to the POINT OF BEGINNING and containing 163 acres of land. 33 4 ❑ v v vq O 0 � v v ° — [ o a 1° 4 0 r.-" o 0 op © o � b po ao � ° 9 moo_ r i UNITEd COPPER INdUSTRIES Application for Tax Abatement Preparedfor Proposed Denton Site December 12, 1997 35 �q UNREd Copp(R MUSTR1ES TABLE OF CONTENTS Section I EXECUTIVE SUMMARY Seuion Ii APPLICATION FOR TAX ABATEMENT Section III NARRATIVE SECTION OF APPLICATION Section IV PROPOSED BUILDING LAYOUT Section V AERIAL OF SITE Section VI LEGAL DESCRIPTION OF SITE 36 Trammell Crow Dallas/Fort Worth UNITfd Coppfit WORKS RKS a December 12 1997 We are pleased to have the opportunity to subrrut this application for tax abatements to your council Trammell Crow started working with United Copper during the third quarter of 1996 We successtully helped them secure a 110000 square foot distribution tacility in Coppell Halt of this tacrlity is Currently being used by one of their sister companies Cambndge-Lee Industries Cambndge-L-ee Industries is a distributor of copper tubing The balance of the warehouse is used by United Copper for distribution purposes Along with a variety of other US businesses, Cambndge-Lee and United Copper are owned by IUSA or United Industries a privately held diversified Mexican conglomerate The long term plan of United Industries is to develop a National Headquarters in North Texas We have secured the 91 acre site as a possible location for them to kick-off their US developments The first phase of this project will be to build the corporate headquarters for United Copper Industries their national distribution center and the integrated copper wire and cable manufa,tunng facthty We feel that this facility will serve as a flagship on the east side of Denton for future developments The building will be a showpiece which should act as a magnet for other developments in the area In addition to the lobs created and the tax dollars generated we feel this project will be viewed as a statement towards our willingness to develop future business with Mexico We are very excited about this project The economu incentives offered will be a key part of the over-all evaluation of where to locate this operation We look forward to working with you Sincerely, TRAMMEL C COMPANY f' Seth T Kelly Dave D Noble 37 Trammell Crow Dullac/Fort Worth n L a F1 0 LNITEd COPPER INdUSTR1ES i I Property Owner. APPLICATION FOR TAX ABATEMENT Albertson s Inc 250 ParkCenter Boulevard Boise Idaho 81726 Aim Mike Baldner Phone # 208 395 6695 Under contract for sale to Trammell Crow Company (Developer) 2200 Ross Avenue Suite 3700 Dallas, Texas 75201 Arm Seth T Kelly Phone # 214 979 6144 2 Property Owner's Representative: 3 Property Address: 4 Located within: 5 Description of Project: (SEE ABOVE) 2727 Geeshng Road (Estimate of street address) Denton, Texas 76208 City of Denton Denton County Approximately 91 acres located at the northwest corner of 180 and Geeshng The building will be approximately 420,000 square feet and shall face Geesling Road (See attached site plan) 6 Date projected for occupancy of project/initiation of operations: January 1999 38 Trammell Crow Dallas/Fort Worth I 1 0 L Nind COPPER INdusnias INARRATIVE QUESTION/ANSWER SECTION OF APPLICATION 1 I History and Philosophy of the firm. a) Nature of products and geographic penetration. The primary products to be manufactured at this facihty will be TYPE THHN conductor copper wire tot the commercial construction market and TYPE NM-B conductor copper wire for the residential construction market The faulity will have the capauty to produce 120 000 000 pounds of each wire type per year In addition to the manutactunng or these wires the company will complement their inventory with other related products that will be produced elsewhere The Company will deliver product to all 48 contiguous states b) Financial statements for the past five years or life of firm whichever is shorter Because the concern is privately held and has no desire to have the financial statements to be of pubhc. re(,ord, we would hke to request a private meeting to review the finanual condition of the entity 4 2 Project Specifications: a) Provide plat of project including all roadways, land use and zoning within 500 feet of the site. Legal description of the site is required. (SEE SECTIONS IV, V AND VI) b) Is the project a relocation or new facility to expand operations? If relocation, give current location. This is a proposed new facility United Copper currently has a 50,000 square foot distribution facthty located at L 110 Executive Drive, Suite 500, Coppell, Texas 75019 This facility was leased February I 1997 for a term of three years and six months United Copper has a subtenant prepared to move into this facthty when they move their distribution operations to Denton d IL a39 Trammell Crow Dallas/Fort Worth VOW- orrid Copoft INdusTRIEi L I Project investment in real and personal property at the above site for years 1, 5, and 10 Real Property Personal Property Y ear 1 $10 000 000 $27,102,000 Equipment $37,500 000 Inventory Year 5 (Same as above + inflation) Year 10 (Same as above + inflation) d) Project permanent employment for the next ten years resulting from the new investment Include estimate average annual salary on new jobs. Emolovment Average Salary Year 1 260 $34,000 Year 2 325 $36,000 Year 3 Year 4 390 455 $38,200 $40,000 Year 5 520 $42,900 Year 6 576 $45,500 C Year 7 628 $48,200 Year 8 680 $51,100 Year 9 732 $54,200 Year 10 800+ $57,450 e) What is the total current payroll and the projected payroll when the project is completedo Current payroll $3,100,000 at Distribution facility in Coppell Payroll at completion $8,840,000 per year ' f) Describe employment training requirements if applicable. The average worker will need to be highly trained in order to operate the state of the art ' production equipment to be install in this facility The company plans on working with local educational institutions to help supply them with this training t I 40 Trammell Crow Dallas/Fort Worth LmiTEd COPOR MUSTRIES 4 _) Project utility Igas, electricity, water, etc ) usage for years 1, 5 and 10 Gas Electnc Year t 204 trulhon cu/tt/year 14 4 million kw/hrs we do not expect the utility consumption to increase until future production tacilities are built on the site There are no special water requirements y h) Estimate the infrastructure (streets, sewer, water, etc ) requirements necessary to operate the new facility 14 It will be necessary to bring both water and sewer lines to the site Additionally Geeslmg Road will need to be widened and paved 14 t) Will the occupants of the project be owner or lessees' If lessees, are occupancy commitments already existing? It is undecided at this time �) Give the name, address, and telephone number of the contact person Mr Dean Brown United Copper Industries t 110 Executive Drive Suite 500 Coppell, Texas 75019 PH 972 3916979 Mr Seth T Kelly (Project Coordinator) Trammell Crow Company 2200 Ross Avenue Suite 3700 Dallas, Texas 75201 PH 214 979 6144 Mr Dave Noble (Development Coordinator) Trammell Crow Company 2200 Ross Avenue Suite 3700 Dallas, Texas 75201 PH 214 979 6582 10 0 41 Trammell Crow DallaTlFort Worth I Coppu t IWUSTRIES 3 Che community umpact of the project (SEE EXECUTIVE SUMMARY) 42 Trammell Crow Dallas/Fort Worth r ® SVX31 NO1N30 -,uniOb� idlll1Snam ' MY•+�++q b r � a rn.�rnw�.nw��h��. OYOY EMIlJ72p IV C 1 1 wo q� 1 1 I I : II Ii 111d; 43 W Nk r M / �' � � F ' � ♦ � � ,' � . 1 _ � � . ,: � % . t ,r � ( , � � � /� �� �!'' ��t �� — � " f' �a: � '. � .+ C — '+.. M . � 1� � ' ' Y�— — _ s=.--- �' � �` +�. i +� �� .1 t C t, I v; j � � �: f �; , �+ -� �' r' K l r � ' �e�t � �� �� �� 1 #� 1 � L �. �, , '�� �: .' ' l ' �' ` � .� . 1 ,f a y r .� >�. i 1 � � `. � , , �- t. �� r ., ;, t: ,��, ,4�� sr �, s � iq 1 ,, a � � , ,,. ' x 1 :1, � �i �, �� 1., t a ` r �:�- t a U � A n N Sj y ; � • < LS pp w p J C H � I d1 N o LL� Si 6 O a ea xm SI A la ggR � N U �T� d 71 C a w E OK r] a "i U N 45 SCHEDUIE_2 46 SCHEDL-LE I to Contract of Sale Tract I �11 that terrain tract or parcel of land situated in the MOREAU FORREST SURVEY, .ABSTRACT NO 417, Denton County, Texas, being part of a certain (called) 3 465 acre tract deeded by Margsam Investment Co , Inc to James C Payne on the 4th day of February, 1965 and recorded in Volume 522, Page 501, Deed Records, Denton County, Texas, and being more h,lly described as follows 1 BEGINNING at the Northeast comer of said 3 465 acre tract, THENCE South 00 deg 59 min 25 sec West, along and near a fence on the East boundary line of said 3 465 acre tract, a distance of 696 90 feet to an iron pin, THENCE South 85 deg 13 min 12 sec West, along a fence a distance of 130 67 feet to a point, TRICE North 00 deg 59 min 25 sec East, a distance of 661 89 feet to a point in the Southwest right-of-way of an easement to Texas Municipal Power Agency recorded in Volume 1167, Page 260, Deed Records of Denton County, Texas, THENCE North 38 deg 18 min 38 sec West, along said easement right-of-way a distance of 57 46 feet to a point in the North boundary line of said 3 465 acre tract, THENCE North 89 deg 43 min 16 sec East, along a fence a distance of 166 44 feet to the POINT OF BEGINNING, and contauung 2 114 acres of land, more or less Tract II LOT 111 of the MARG-SAM SUBDIVISION, an Addition to the City of Denton, Texas, according to the Replat thereof recorded in Cabinet H, Page 237, Plat Records, Denton County, Texas Tract III All that certain tract or parcel of land situated in the M FORREST SURVEY, ABSTRACT NO 417 and the T H LIVING SURVEY, ABSTRACT NO 729, Denton County, Texas, being all Of TRACT 2 of the MARG-SAM SUBDIVISION, an Addition to the City of Denton, Texas, according to the plat thereof recorded in Volume 11, Page 25, Plat Records, Denton County, Texas, and being more fully described as follows 47 BEGDTN-LNG at a tound iron pin on the south nght-of-way of the Texas and Pacific Railroad at its ncersecuon with the middle of Nhngo Road, said corner being the North Northeast corner of said Tract'- ui the T H Living Survey, I =CE South 27 deg 35 min 18 sec East in lingo Road past the South boundary Lune of the T H La�uig Sun ev, which is the North boundary Line of the M Forrest Survey and continuing a distance or 310 97 feet to an iron pin at a turn in ?vLingo Road, THE,4CE South 83 deg 15 min 31 sec East in 3Iingo Road a distance of 776 97 feet to a railroad spike in the middle of Geesling Road and the East Northeast corner of Tract 2, THENCE South 02 deg 19 min 32 sec West in Geesling Road a distance of 1456 80 feet to an iron pin at the beginning of a flare of U S Highway 380, THENCE South 41 deg 54 min 15 sec West a distance of 156 52 feet to a right-of-way monument at the end of said flare, THENCE South 80 deg 37 min 58 sec West with the North right-of-way of U S Highway 380 along and near a fence a distance of 847 97 feet to a nght-of-way monument, THENCE South 74 deg 47 min 24 sec West with the North boundary Line of said Highway a E distance of 101 06 feet to a right-of-way monument, THENCE South 80 deg 38 min 00 sec West with the North boundary line of said Highway a distance of 1140 23 feet to a fence corner at the South Southwest comer of Tract 2 and the Southeast corner of tract described in a Deed from James C Payne, Sr , et al to Paul L Lubbers, et ux, and recorded in Volume 604, Page 351, Deed Records of Denton County, THENCE North 00 deg 49 min 39 sec East with said fence a distance of 259 11 feet to a fence corner at the Southwest corner of a 3 465 acre tract described in a Deed from Margsam Investment Company, Inc to James C Payne, and recorded in Volume 522, Page 501, Deed Records of Denton County, THENCE North 85 deg 13 min 12 sec East with a fence a distance of 199 71 feet to a fence comer at the Southeast comer of said 3 465 acre tract, THENCE North 00 deg 59 min 25 sec East with a fence a distance of 696 91 feet to a fence corner at the Northeast corner of said 3 465 acre tract, THENCE South 89 deg 43 min 16 sec West along and near a fence a distance of 779 34 feet to an iron pin at the Southeast corner of dedicated Mary Lee Road, THENCE North 00 deg 45 min 17 sec East a distance of 70 0 feet to an iron pin at the Northeast comer of Mary Lee Road on the South boundary Line of Tract 1 of Marg-Sam Subdivision as shown on the plat recorded in Volume 11, Page 25, Plat Records, Denton County, 48 wrr&, It TT-,:FNCE �ordi 89 deg �0 min 25 sec East with a fence a distance of 294 48 feet to an iron pin at the Southeast corner of Tract 1, THENCE N4orth 00 deg 37 min 05 sec East along and near a fence a distance of 504 31 feet to an Lron pin on the South nght-of-way of the T & P Railroad, TH&vCE Northeasterly with the South right-of-way of the T & P Railroad around a curve to the left having a central angle of 10 deg 09 min 33 sec, a chord of North 65 deg 37 min 34 sec East 441 58 feet, a radius of 2493 69 feet, and an arc distance of 442 16 feet to the end of said curve, THENCE North 63 deg 32 min 48 sec East with the South boundary line of said railroad 1294 50 feet to the POINT OF BEGINNING, containing 90 6566 acres of land, more or less SAVE AND EXCEPT THE FOLLOWING THREE PARCELS OF LAND SAVE AND EXCEPT TRACT I All that certain tract or parcel of land situated in the MOREAU FOREST SURVEY, ABSTRACT NO 417, Denton County, Texas, being a part of a certain (called) 90 4 acre Tract lI of MARG- SAM SUBDIVISION in the Moreau Forrest Survey, recorded in Volume 11, Page 25, Plat Records of said County, and being more fully described as follows BEGINNING at the Southeast comer of Tract I of said Marg-Sam Subdivision, also being the Southeast corner of a called 5 0 acre tract deeded by J R Neblett, et ux, to Safety-Kleen Corporation on the 27th day of September, 1974 and recorded in Volume 724, Page 190, Deed Records of Denton County, Texas, MTHENCE South 00 deg 37 mm 05 sec West a distance of 70 25 feet to a point in the North boundary line of a called 4 0 acre tract deeded by J C Payne, et ux, to Safety-Kleen Corporation on the 24th day of January, 1979 and recorded in Volume 934, Page 798, Deed Records of Denton, County, Texas, THENCE South 89 deg 43 min 25 sec West, along the North boundary line of said 4 0 acre tract a distance of 294.60 feet to the Southeast comer of Mary Lee Road (dedicated portion), THENCE North 00 deg 45 min 17 sec East, a distance of 70 01 feet to the Northeast comer of Mary Lee Road (dedicated portion), THENCE North 89 deg 40 min 34 sec East, a distance of 294 44 feet to the POINT OF BEGINNING and containing 0 474 acres of land, more or less J Is 49 4 SAVE & EXCEPT TRACT 11 all that certain tract or parcel of land situated in the MOREAU FORREST SURVEY, ABSTRACT NO 417, Denton County, Texas, being a part of a certain (called) 90 4 acre Tract II of NIARG-SAM SUBDIVISION in the Moreau Forrest Survey, recorded in Volume 11, Page 25, Plat Records of said County, and being more fully described as follows COMMENCING at the Northeast corner of Tract I of said Marg-Sam Subdivision, THENCE South 00 deg 37 min 05 sec West along the East boundary litre of said Tract I and the Northern West boundary line of said Tract 11 a distance of 175 59 feet to a point in the Southwest M nght-of--way of an easement to TMPA, recorded in Volume 1181, Page 955, Deed Records and at the POINT OF BEGINNING, THENCE South 38 deg 18 min 38 sec East, along said easement right-of-way a distance of 506 44 feet to a point in the North boundary line of a called 3 465 acre tract deeded by Margsam Investment Co , Inc , to J C Payne on the 4th day of February, 1965 and recorded in Volume 522, Page 501, Deed Records, Denton County, Texas, THENCE South 89 deg 43 min 25 sec West, passing at 43 80 feet the Northeast comer of a called 4 0 acre tract to Safety-Sleen Corporation, recorded in Volume 934, Page 798, Deed Records Denton County, Texas, a total distance of 318 26 feet to a point, THENCE North 00 deg 37 min 05 sec East, passing at 70 25 feet the Southeast comer of said Tract I, a total distance of 398 94 feet to the POINT OF BEGINNING and containing 1 457 acres of land, more or less 4 SAVE AND EXCEPT Legal Land Description for Parcel 17 BEING 3,382 square feet or 0 0776 acres of land, more or less, situated in the Moreau Forrest Survey, Abstract Number 417, the City of Denton, Denton County, Texas, and being a part of Tract 2 of the Marg-Sam Subdivision, an addition to the City of Denton, Texas, as recorded in Volume 11, Page 25, Plat Records of Denton County, Texas, and being a part of the land conveyed to Alpha Beta Company, a Delaware corporation, by deed as recorded in Volume 1542, Page 149, Deed Records of Denton County, Texas, said 3,382 square feet or 0 0776 acres of land being more particularly described by metes and bounds as follows COMMENCING at an iron rod found being the southwest corner of Tract 2 of said Marg-Sam Subdivision and the southeast corner of a tract of land conveyed to Paul L Lubbers and wife, Virginia L Lubbers, by deed as recorded in Volume 604, Page 351, Deed Records of Denton County, Texas, and being in the existing northern right of way line of U S 380, 4 50 4 THENCE North 80 degrees 43 minutes 02 seconds East along the existing northern right of way line of U S 380 for a distance of 468 35 feet to an iron rod set in the new northern right of way lute of U S 380, at the POINT OF BEGINNING, (1) THENCE North 74 degrees 16 minutes 15 seconds East along the new northern right of way Line of U S 380 for a distance of 100 64 feet to an iron rod set at an angle point, (2) THENCE North 80 degrees 43 minutes 55 seconds East along the new northern right of way line of U S 380 for a distance of 200 00 feet to an iron rod set at an angle point, (3) THENCE North 87 degrees 08 minutes 05 seconds East along the new northern right of way line of U S 380 for a distance of 100 63 feet to an iron rod set in the existing northern right of way Line of U S 380, (4) THENCE South 80 degrees 43 Minutes 02 seconds West along the existing northem right of way line of U S 380 for a distance of 400 00 feet to the POINT OF BEGINNING, and containing an area of 3,382 square feet or 0 0776 acres of land, more or less M d d boo 51 SCHEDULE 52 SCHEDULE_ IcARC:L . t "` Lo': 1, 2 and 3 of SOUTHQIDG"c 'V'LLAGE SHOPc `IG CENTER, an ZQ a ReC av OT on tc t^e Cty or Denton, Texas, according to the plat tne-eor dd - recorded 39 CaoireC E, Sl,ce _, Plat Records, Denton County, Texas PARCc- I' (E4SE4EN- ESTATES) TRACT A. Be ng a tract- or parce o" land containing 6.0000 acres, situate: n the John McGowan Survey, Abst"ac: No 797, Denton Court/, Texas, being a :art of that ce•tain (called) 4.900 ac"e tract deeded by Robert Glen Nichols.--, at ux, to John, Porter on the 27th day of May, 1966, and recorded in Volume 538, Page 538, D.0 D.R., same being out of a certain 18.712 ac-s tract, as :e" plat of Nash Corporation, Consulting Engineers, in Denton., Texas, dated ._ne 3, 1983, said 6.0200 acres being sere particularly described by metes arc :curds as follows: COMMENCING at the Nort-west corner of said 4 900 ac-s tract, sari oeing on theIP THENCE, South 47 degrass 27 minutes 00 seconds East, continuing along said Southwest R.O.W. line, a distance of 80.00 feet to a point of it-e•section of said Southwest R.O.W. i -e with the Easterly R 0 'W line of said Ridgeway ive, same being the -nest Northerly corner of a ce-:air 0.772 ac-s tract (Lc: Block I of the D_nning Subd �:scn), THENCE, Sc.th 47 degrees :7 minutes 00 seconds East, continuing a Ong said Seut'-west R 3 W. line, a distance of 239 50 feet to an angle port, � Southwest R.O.W. line or Interstate Highway No. 35E, and being a so an the East line of J W Erwin Subdivision (recorded in Volume 337, Pace 350, D,C D.R.); THENCE, South 39 degrees 02 minutes 00 seconds East, along said Southwest R.O.W. tine, a distance of 68.60 feet to an angle point, THENCE, South 47 degrees 27 minutes 00 seconds East, continuing along said Southwest R.O.W. line, a distance of 34.20 feet to a point, same oe:ng the most Easterly corner of a certain 0.127 acre tract and also beer; the point of intersection of said Southwest R.O.W. line with the Westerly R.0 d. line of Ridgeway Drive (based on a width of 80 feet); THENCE. South 53 degrees 17 minutes 26 seconds E3s:, continuing a Ong said Southwest R 3 W It re, a :.stance of 452.34 feet to an angle po -:, THENCE, South 47 degrees :7 minutes 01 seconds East, continuing along said Sou:^bast c O.W line, a utstance of 48 17 feet to ire most Norte-ly corner arc cC:NT OF BEGINNING :- the tract herein desc"ibed, Thc"NCE, SOLtn 47 degrees 27 minutes 01 seconds East, continuing 3 drg said 53 0 W 1 -e. a distance of 331 32 fee_ to a point for the most Easterly corner ire tract ^e-e n described, HENCE' South 44 degrees 43 minutes 54 seconds 'West, departing said Southwest R 0 4 lie, a distancs of 361.07 feet to a pc,nt for corner, TrENCE, North 45 degrees 16 minutes 06 secords 'West, a distance or 9 08 feet to a Po rt for co-ner, 7JP1ICE, Soutti 44 -egress 43 m rutes 54 sec0ncs 'West, a distance or 172 00 rest to a paint for corner, 1 THENCE, South 00 degrees 16 minutes 06 seconds East, a distance c- 11.21 feet to a paint for corner; THENCE, South 44 degrees 43 minutes 54 seconds West, a distance 0- 110 00 feet to a point for corner, THENCE, South 00 degrees 16 minutes 06 seconds East, a distance or 40.75 feet to a point for cc-ner; THENCE, South 89 degrees 43 minutes 54 seconds West, a distance c= 250 94 feet to a point for the most Southeast Southwest corner of the tract herein described; THENCE, North 00 degrees 53 minutes 08 seconds West, a distance or 446 39 feet to a point on the South line of said 4.900 acre tract, THENCE, North 89 degrees 17 minutes 08 seconds West, along said South line, a distance of 185.18 feet to a point an the East R.O.W. line of said Ridgeway Drive, being the most Westerly Southwest corner of the tract herein described; THENCE. North 00 degrees 05 minutes 14 seconds West, along said East R.O.W. line, a distance of 45.21 feet to a point for corner; THENCE, North 89 degrees 54 minutes 46 seconds East, departing sa.d East R 0 W. line, a distance of 211.74 feet to a point for corner; Tn"e?ICE. South 45 degrees 05 minutes 14 seconds East, a distance or 30 00 feet to a paint for corner; 7iVICE. S4.th 00 degrees 05 minutes 14 seconds East, a distance cr 226.07 feet to a po ror c--ner; T-ENCE, North 44 eegrees 43 minutes 54 seconds East, a distance cr 290 00 feet :o a po,-t ror co-ner, THENCE, Ncr:h 45 eegrees 16 minutes 06 seconds Dies:, a distance cr 37.03 feet to a pc,n: for corner, THENCE, North 44 degrees 43 minutes 54 seconds East, a distance c` 348.46 feet to the PC'S, OF BEGINNING, contairing 41thin these metes and bounds, 6.0000 acres (24.-,360 s(;-are feet) of land, -tore o- less 54 i4aC' 3' 3e ;g a root or parcel or lard ccrta,ning 5 4:23 ac-es situated i- the John McGowan `a."+ey. Abstract NO 797, Derton Ccurcy, Texas, be ng a :art of that certain (ca,led) 4 900 acre tract deeded by Rcoert Glen Ntcholscr, at ux, to John Portz" on the 2-tn day of May, 1966. and recored in Volume E:d, D C D.R , some being out. of a certain 18 712 ac-e tract, as pe- at of Nasa Carporat cr, Consulting Engineers n Denton, Teas, dated June 1^83, said 6 4303 ac-e tract being acre par:,cularly describes by metes arc ccunds as follows: COMMENC:NC at the Northerly car-er o- said 4 900 ac-e tact, same being on the Southwest R 0 '1, line c- interstate uighway No 35E and also be -g on the East boundary l na of the J W. Erwin Suod,vision (recored in Volume ::7, Page 350, D.C.D R.), THENCE, South 39 degrees 02 minutes 00 seconds East, leaving saic East boundary line of J.W. E^win Subdivision and along said Southwest R 0 W line of Interstate Highway No. 35E, same being the North boundary lire or said 4 900 acre tract, a distance of 68.60 feet to an angle point, THENCE, South 47 degrees 27 minutes 00 seconds East, continuing a crg said Southwest R.O.W. line, same being the North boundary line of sa,c 4 900 acre tract, a distance of 34.20 feet to a point, same being the most Easterly corner of a certain 0 127 acre tract and also being the point er intersection of said Southwest R O.W. line with the Westerly R 0 W. line of Ricgeway Drive (based on a width of $0.00 feet); THENCE, South 47 degrees 27 minutes 00 seconds East, continuing along said Southwest R.O.W. line, same being the North boundary line of saic 4.900 acre tract, a distance of 80.00 feet to a point of intersection of said Southwest R.O.W. line with the Easterly R.O.W. line or Ridgeway Drive, same being the most Northerly corner of a certain 0.772 acre tract (Lot 1, Block 1 of the Dunning' Sk.Cdlvislon) , THENCE, Sck.:`t 47 degrees 27 minutes 00 seconds East, continuing along said Southwest R 3.W. line, same being the North boundary line of sake 4 900 acre tract, a c•stancs of 2^o�',.ZO feet to the POINT OF SE:,NNING of the tract herein descrioed, 7,ENCE, Sc,-m. 47 degrees 27 minutes 00 seconds East, continuing along said Southwest R 0 'W line, same being the North bouneary line of laic 4 900 acre tract, a c stance of 30 :Z feet to the Northeast cc--er of said a 909 acre .-act, sage ':e;ng a co^ner of the tract herein des: -.bed; THENCE, Sc..:h 53 degrees 47 minutes 25 seccrds East, continuing a cng said Southwest i O W. line, a distance of "Cl 34 feat to a corner of t-e tact herein Ges:-.oed; THENCE, Sc_:- 47 caSrees 27 minutes 0: secordo East, continuing a cng said 55 I rSouthwest R 0 W 1 ne, : distarce or 48 17 feet to the most Easterly corner of the tract nerein eesc- :ad; TiENC_, Sc_th 44 :agrees 43 minutes 54 seconds 'West, leaving sa,o Southwest R 0 'W line, a distance of 348.46 feet to an interior corner of -tie tract herein desc^iced, THENCE, SoutH 45 cegrees 15 minutes 06 secores East, a distance or 37 00 feet to a cor-er of tre tract herein described, THENCE. South 44 degrees 43 minutes 54 secords West, a distance o- 290 00 feet to the most Southerly corner of the tract he^ein described, THENCE, North 00 degrees 05 minutes 14 secones West, a distance or 226,07 feet to an interior corner o- the tract herein describe:, THENCE, North 45 degrees 05 minutes 14 seconds West, a distance or 30,00 feet to an interior corner c- the tract herein desc^ibec, THENCE, South 89 degrees 54 minutes 46 seconds Wes:, a distance c- 211,74 feet to a point on the East R O.W. line of Ridgeway Drive, same beinc the most Westerly Southwest corner of the tract herein described; THENCE, North 00 degrees 05 minutes 14 seconds West, along said Easterly R.O.W. line of Ridgeway Drive, a distance of 464.91 feet to the point of curve of a curve to the right having a central angle of 42 degrees 38 minutes 00 seconds, a radius of 329,71 feet and a length distance of 245.334 reet; THENCE, in a Northerly direction, continuing along said Easterly R 0 W. line of Ridgeway Drive, following said curve to the right, a length distance of 20.334 feet to a point on the are of said curve to the right, same being the most Westerly Northwest corner of the tract herein described; THENCE, South 71 degrees 13 minutes 16 seconds East, leaving said Easterly R.O.W. line of Ridgeway Orive and along the South boundary line of said 2.772 acre tract, a distance of 144.11 feet to an interior corner of tre tract herein described; THENCE, North,Idegress 24 minutes 07 seconds East, along the E=sterly boundary l ne ;aid 0.772 acre tract, a distance of 150.01 fee: to a point an :he Sou:hw i.O.W, i me of said interstate Highway No 35E, same being the mast Eastarly corne- of said 0.772 acre tract, and also bein; the POINT OF r 9EGINN:NG c' the tract -e-ein desc-ibed, containing within these .etes and r ' bounds 6,4333 acres (26:,_05 square feet) of land, more or less TRACT C. 9e,ng a tract or parce or land ccnta nirg 5 2971 acres of land, s.tuated in the John Mc3owar Survey, Abstact No. 797, Denton Ccunty, Texas, being a part Of that ce••ain (callee' 4 900 acre tract deeded by Robert Glen N cholson at ux, to John Porte- on =- 27th day or ray, 1.965, anc recorded in ,41ume 538, 0 56 cage $38, D C.D R., sc•e being out or a certain 12 712 acre tract, as per plat of Nash Corocration, Co -suiting Eng,meers in Denton, Texas, data, June 3, 1983, sa,d 5.2971 ac,e Tact be,rg more par*ic.lar'v desc-ibed cy notes and :curds as rollows- COMMENCING at t`e Nc-t-arty corne- of said 4 900 ac-e tract, sane oe•ng on the Southwest R,O 4 line rr interstate Highway No 3EE are also be• c on the east boundary tine or the . 4 E^win Subdivision (-ec:-dec in Vol--e :J7, Page 350. D C D R.;, THENCE, South 39 deg -ass 02 minutes 00 seconds East, leaving sa c ;ast bourdary line of J.W E-ain Subdivision and along sa,d Southwest R O d l,ne of Interstate Highway CEE, same being the North bo.rcary lire 07 sa 0 4.900 acre tract, a distance of 68.60 feet to an angle point, THENCE, South 47 degrees 27 minutes 00 seconds East, continuing aicng said Southwest R.O.W. line, same being the North boundary l,ne of saic 4 900 acre tract, a distance of 34.20 feet to a point, same be rig the most -Easterly comer of a certain 0 ::7 acre tract and also beinc the point or intersection of said Southwest R.O.W. line with the Westerly R.0 J. line of R cgeway Drive (based an a width of 80.00 feet); THENCE, South 47 degrees 27 minutes 00 seconds East, continuing aicng said Southwest R.O.W. line, same being the North bounda-+ line of so o 4.900 acre tract, a distance of 80.00 feet to a point of inte^section of saic Southwest R.O.W. line with the Easterly R.O.W. line of said Ridgeway Drive, same being the most Northerly corner of a certain 1.772 acre tract (Lot 1, 8lcc� 1 of the Dunning Subdivision) as recorded in Cabinet "C", Pages 355 and 356, D.C.P.R ; THENCE, South 47 degraes 27 minutes 00 seconds East, continuing along said Southwest R.O.W. line, same being the North boundary line of said 4.900 acre tract, a distance of 222.33 feet to an angle point, same being the Northeast corner of said 4.900 acre tract; THENCE, South 53 degrees 47 minutes 26 seconds East, continuing along said Southwest R.O.W. line, a distance of 452 34 feet to an angle point; THENCE, South Al degrees 27 minutes 01 seconds East, continuing along said Southwest R. Line a distance of 379.49 feet to tre POINT OF 8EGINNING of the tract h e-•:sd; ThENCE, South 47 digress 27 minutes 01 seconds East, continuirg alorg said Southwest R.O.W. tine a -.stance of 348.61 feet t0 a point for corner of the tract hsre,n describes; THENCE, South 24 digress =8 minutes 43 seconds East, a distance :r 85.19 feet to an irate -,or corns, :' the tract ne^sin described, same being on the West R O.W lire of a 50 4:-t road easene"t (recorded it Volume 333, Page 19, 0 C.0 R.), THENCE, Scu•h 00 deg -its =3 minutes 21 seccrds East. along the West R d.W. line of said 50 foot -sac R.O.W. easement, a dista-ta of 184.53 'set to a point for tit Southeast ...rer of .^e tract Hereir-escribed. 57 to 7}54CE, South 89 oegrees 43 m nutes 54 secones West, a distance of 752 29 feet to the lost Southwesta•ly corner of the tract herein described, THENCE, North 00 degrees 15 minutes 06 seconds Wes:, a distance of 40.76 feet to a corner of the a act herein described, Tr'ENCE, North 44 degrees 43 minutes 54 secones East, a distance or 112 00 feet to an 1,tallor cor^ems or t'ie tract herein descricec, THENCE, North 00 degrees 16 minutes 06 seconds West, a distance o- _1 3- reet to a corner of the tract herein described, THENCE, North 44 degrees 43 minutes 54 seconds East, herein a distance :r 170 00 feet to a corner of the tract described, THENCE, South 45 degrees 15 minutes 06 seconds East, a distance or 9 28 feet to an interior corner o^ the tract herein describes, THENCE, North 44 degrees 43 minutes 54 secones East, a distance o 36: 07 feet to a point on the Soutiwest R.O.W line of said Irta-state Highway No 35E, same being the POINT OF 6EGINNING of the tract here— described, containing within these metes arc bounds 5.2971 acres (230.744 square fee:;, of land, more or less. 1 58 �FNT BY 4-20-98 , 3 30PM-9403491_n �FIR5T SOM lW}5T COMPANY Celebruling W Yeeirs n/ tiivvt<i Steven A Adeine, C P A PYlNew April 20, 1998 Mayor and City Counwl City of Denton 215 Fast McKinney Denton, Tom 72601 RL+ IMnw)Cam 1NDuffmn;AiN( ladies and Gentleman, You have roiprorted that we na xletako a lbaitad mvww and eadysns of Utilities United Copper Induetrnes, ]no ("United Cripper" or the "Company"I a Tinian corporation, and provide you with our opinion of the financial condition of the Compttiry as aich Males to the granting of a tax abatemnt to United Copper relowdori of a dieWbulion 8tcilily and oonainjimon of a now ttienufackning facility within the City This evaluation is to assist the City m the completion of a mqumod financial evaluation of the applicant for the abatement as required by the City's policy is Tax Abatements, Shwa audited finsnciel stattmeits aronot Ye avatWa % we SSW for and niicoived sheiastive dooumadrbhom to demonstrate that the company has whwwyithal to operate as mpresuntet, such TnMW elf hicludo evidence that signiiiceit funds have ahwcd , been c>owAad on the project, We were peesected evldonee that lend had been pinchased and equipment wdemd. We also vtshW the ewe facilities which hwwd largo invaftl s of copper wvmg and products that was mrportod to be the property of the Company Addntronally, we il*xvu wed the general manager. and administrative mantle' of the Company w valdate the existence of an ongoing cancan A summary of the documents that wo noviewed for this analysis is as follows. (i) United Copper's Application for Tax Abatement (11) an unaudited bWw= abaft and nieane statement for the Compmy fbr the calendar year eraNmg Damuba 31, 1997 aid fcrimuary and Fdrawy of 199g, (a) a dascr3ptim oPlUSA IridlwtrmeUmdw ofMextoo (lUSA) go peFew ofUmted COW (tv) an usmalit etimmary income statements, balance shorts and financial ration for [USA for the fiscal years cadmg September 30, 1994 tiuragh 1996, slid the fart nine months of 1997 of W&N (v) a copy of the closing dowanuits of 91 235 excess of lad by rVieWport Wrath Real Batasf invastrtterffi Nil bin[ W Pmtaeshtp (dw "Davelopci") and their assignment of the pmparV to United Copper, and 1MVIjSrMI.'Ni HANKWt4ti1N L, 1946 1700PacQRc Ante • Suite 5W - DolkA lippar 75201-4657.714-953-40314 • 800-6'+a-1791 • hAX7/f 955- W$0 59 SENT BY 4-20-98 3 30PM-9403497239 x v t President sail Hoard of Mroctors Trinity River Authority June 26, 1997 (vi) copies of invoices for five pieces of equipment by IUSA for delivery to the facilities in Denton, 1 ow United Copper's bnamasa plan is to produce and distribute copper won for the mmmercial and residential construction markets in the 48 mmrguuus States within the United States, Additionally, the (,ompany will distribute related producw, produced at other locations, Poem the Denton, Texas facility The Company is financed by an equdy mtuest of [USA Industries Umdas of Mcxrm (IUSA) the parent of United Copper Addrhonally, IUSA finances the inventory and warkmg capital of the Company Though we have not revwwed any sudded finencwl statement t of fie Comparry we hirvo reviewed unaudited infmmatim of Ore Company Ilse Company is currently being audited by Delohne & Tohx he Ihat Audited sliarkt be completed by the end ofApnl 199& For the purpose of this Itmlted review and analyi ns, we have eunnined the documents described above mad based* twin prwide you with our opinion mgardmg the financed condition of the Company as retailing to tns pe ixwd tax abahmmrt. While we have no mom to believe othawnsn, we have relied upon the *Mminitts and to be factual and accurate and containing no omsaomu or miauaopnmrts of any material fact. We have father assumed that Oise has not been my ma oriel adverse donge in the bumeas condition, finances or prospects for tho Company subsequent to the dale of ter, haeyoing materials, We haw visited the Wain flrodidre in Cappd, low and have we antuavwwW the numagathml and mdepeMont accounlanls of the Company, The opium mipreasd berein Is bead on the financial position ofthe Company at February 28,1998 Some of the major factors we have considered in our analysis are set out below 1 7110 Company was us cuMMdy operating m Coppell, I ease as a distribution company 2 IUSA, due Perim company, wMW to have m-mum of $481 6 mrilion and S754 7 million in 1994 aid 1996, t0spe lively, and $615 mention in the Hest nine months of 1997, 3, IUSA sported to have rovanes of $(1219) minuu and $287 million in 1994 and 1996, respectively, and $26.6 million lit the finitnine months of 1997, 4 IUSA repotted aescta of$743 million in 1994 and $960 million on September 30,1998, 5 NSA ropoatmd working capital of $203 millkha m 1994 and $255 million on September 30,1997, 6 Urni od Copper repotted net l"=m of S809 thousand in 1997 lihxu soles of $43 8 million, 7 In the first WX mondis of 1998 United Capper reported a kxm of $194,000 on revenues of $64 million, At your request, our opman ie bard solely upon the tbropo»ng Imnted m war and walysw as of February 28, 199% and upon the business and narI coliditu s as they existed at that Lirm Adddwndy, our Mink" does rapt take into account or consider futsio or anticipated changes in owrehrmo, businew or market co dhoti and that potential offaca an the Conparys fimmo ability to meet der obbgabons under C. SENT BY 4-20-98 3 30PM-9403497239 z 4 + President and Board of Directors Trinity River Authority June 26, 1997 the agraemopt It is cur opinion dwt as of Febnxry 28, 1998, the financial rmo-, tls of the Company am auffrelont t0 PMVWe reasonable assuranracflan all obligations of the tax abetcmatrt agreement wilt be met 111c opinion sct f nth in Ihrs letter is solely for the beneflt of the City and may not bo mlied upon in any manner whatsoever by any odor person W"hrnn prior written cMsent this Ictter may not be quoted inwhole or in part or otherwise refb red to in any document or other relm Wry truly Y` ^ FIRST 40Un-IWESTCoMFANy By .,& 4 f -e Steven A Adams, CFA Principal MC :il - -- --- -`— -- DETENTION POND 1 r' I 1 I 1 I 1 1 1 I I I I I 1 I I 4 RIRH I I I I LANE_L-_-----Q-_--___-_-�� i II I I L, li I I I I i I 'I I I I I 1 I 1 I I I I I I WIRE & CABLE - MANWFACTURINC3_ _ ----1-------I- I I I / 1111111111M ,a I _ 1 - r 0 , / I I 1 44 IRH L/v4H I I 1 J rN 74049147" E Mit 4 oa _ - Lww IT• I II �•� 24 FIRE L ---------t--------------- T- - - - r I I I / I 90 LGNE STAR GAS EASEMENt _ / ' yq• �ZG1 UT AITV EASE __-- =�a" pn toy 62 I � W I I I II I Ili I I I I, II II III I � .I I I I'I I I I� I I III II I II II I I I I I I I �I I 1 I li E , I EXHIBIT E ORDINANCENO "IQ -AL) AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A TAX ABATEMENT AGREEMENT WITH UNITED COPPER INDUSTRIES INC SETTING FORTH ALL THE REQUIRED TERMS OF THE TAX ABATEMENT AGREEMENT IN ACCORDANCE WITH THE TERMS OF CHAPTER 312 OF THE TEXAS TAX CODE, SETTING FORTH THE VARIOUS CONDITIONS PRECEDENT TO UNITED COPPER RECEIVING THE TAX ABATEMENT, AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH UNITED COPPER INDUSTRIES TO PROVIDE ELECTRICAL SERVICES FOR A MINI- MUM PERIOD OF FIVE YEARS, PROVIDING FOR A SEVERABILITY CLAUSE, AND PROVIDING AN EFFECTIVE DATE WHEREAS, on the P day of February, 1998, after a public hearing duly held in accor- dance with §312 201 of the Act, the City Council passed Ordinance No 98-016 (the "Ordi- nance") establishing Reinvestment Zone No I, City of Denton, Texas as a commercial/industrial reinvestment zone for tax abatement (the "Zone"), as authorized by Title 3, Chapter 312, Sub- chapter B of the Texas Tax Code (the "Act'), and WHEREAS, on the 12`h day of December, 1997, United Copper Industries, Inc submit- ted an application for tax abatement with various attachments to the City concerning the contem- plated use of certain property located within the Zone, and WHEREAS, the City Council finds that the contemplated use of the premises and the contemplated improvements to the premises, as indicated by United Copper Industries, Inc are consistent with encouraging the development of the Zone in accordance with the purposes for its creation and are in compliance with the Denton Tax Abatement Policy, and WHEREAS, the City Council deems it in the public interest to enter into a Tax Abate- ment Agreement with United Copper Industries, Inc , NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That the findings contained in the preambles to this ordinance are true and correct and are adopted as a part of the whole ordinance SECTION II. That the City Council finds and determines the following 1 That the contemplated use of the premises and the contemplated improvements of the prem- ises, as indicated by United Copper Industries, Inc are consistent with encouraging the de- velopment of the Zone in accordance with the purposes of its creation and are in compliance with the Denton Tax Abatement Policy 2 That the City Council finds that the improvements sought by United Copper Industries, Inc within the Zone are feasible and practical and would be a benefit to the land to be included in the Zone and to the City alter the expiration of the Tax Abatement Agreement to be entered into with United Copper Industries, Inc 63 3 That the City Council finds that the Tax Abatement Agreement contains all the terms which are manditonly required to be included in any tax abatement agreement under §312 205 of the Act 4 That, in accordance with Tex Tax Code §312 2041, the City Council finds that not later than the date on which the City Council considered this ordinance, and not later than the seventh day before the date the City enters into a Tax Abatement Agreement with United Copper In- dustries, Inc , that the City Manager, through the Director of Economic Development, who are hereby designated and authorized by the City Council to give such notice, delivered to the presiding officer of the Denton Independent School District and Denton County a written notice that the City intends to enter into this Tax Abatement Agreement with United Copper Industries, Inc , and that this notice included a copy of the proposed Tax Abatement Agree- ment in substantially the form of the Tax Abatement Agreement attached to this ordinance SECTION III, That the Mayor, or in his absence, the Mayor Pro Tem, is hereby author- ized to execute a Tax Abatement Agreement with United Copper Industries, Inc , substantially in the form of the Tax Abatement Agreement which is attached to and made a part of this ordinance for all purposes as if written word for word herein Provided, however, that the Mayor shall exe- cute the Agreement simultaneously with the execution of similar tax abatement agreements with United Copper Industries, Inc executed by the Denton Independent School District and Denton County so that all these tax abatement agreements take effect at the same time SECTION IV, That the Mayor, or in his absence, the Mayor Pro Tern is further author- ized to execute the attached contract between the City of Denton and United Copper Industries, Inc to provide exclusive electric service for a period of not less than five years, in substantially the form of the Electric Service Agreement, which is attached to and made a part of this ordi- nance for all purposes as if written word for word herein SECTION V That the City Council hereby instructs and authorizes the City Manager to inspect, audit, and evaluate the progress of United Copper Industries, Inc to determine if it has met all of the conditions of the attached Tax Abatement Agreement prior to the tax abatement going into effect SECTION VI. That if any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, the City Council of the City of Denton hereby declares that they would have enacted such remaining portions despite any such validity SECTION VII. That this ordinance shall become effective immediately upon its passage and approval 64 PASSED AND APPROVED this the /?IL) day of 0 1998 ATTEST JENNIFER WALTERS, CITY SECRETARY BY PP VED AS TO LEGAL FORM ERBERT L PROUTY, CITY ATTORNEY BY AW� , - JACI LER, MAYOR \TH LGL\VOLINhredWkp%LOL\Our Documenn\Ordinnnm%$NuniWdcapperyree 10rdd 65 EXHIBIT F UNANIMOUS CONSENT IN LIEU OF SPECIAL MEETING OF BOARD OF DIRECTORS OF UNITED COPPER INDUSTRIES, INC. The undersigned, constituting all of the members of the Board of Directors of United Copper Industries, Inc. a Texas corporation (the "Corporation"), hereby - unanimously adopt the following resolutions to the same extent and to have the same force and effect as if adopted by unanimous vote of the directors at a duly convened meeting, all in accordance with the Texas Business Corporation Act : RESOLVED, that J. Dean Brown, as Secretary and General Manager of the Cor- poration, is hereby authorised to execute and deliver on behalf of the Corporation - certain Tax Abatement Agreements individually between The City of Denton, Denton -- County and the Denton Independent School Distract and the Corporation on such terms as J. Dean Brown deems acceptable. EXECUTED to be effective as of the loth day of September 1998. CONSTITUTING ALL THE MEMBERS OF TRF BOARD OF DIRECTORS OF UNITED COPPFR INDUSTRIES, INC. Filed for Record in: DENTON COUNTY, TX HONORABLE TIM HODGES/COUNTY CLERK On Dec 30 1998 At 11:21am Doc/Mum : 98-R0117559 Doc/Type : AGR Recording: 125.00 Doc/Mgmt 6.00 Receipt q: 46298 Deputy - SHELLCY STATE OF TEXAS § COUNTY OF DENTON § ELECTRIC SERVICEAGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND UNITED COPPER INDUSTRIES, INC THIS AGREEMENT is made and entered into by and between the City of Denton, Texas, a Texas municipal corporation ("DENTON"), and United Copper Industries, Inc , a Texas Corporation ("UCI"), each party acting herein by and through their respective duly -authorized governing bodies, officers and representatives WHEREAS, DENTON and UCI intend to execute a "Tax Abatement Agreement Between The City of Denton and United Copper Industries" ("Tax Abatement Agreement") on this date, which among other things, provides for an ad valorem tax abatement under the terms and conditions set forth in the Tax Abatement Agreement, and which Tax Abatement Agreement will result in economic benefits flowing to DENTON by reason of UCI establishing its plant in Denton, and WHEREAS, Paragraph I F of the Tax Abatement Agreement provides that DENTON and UCI enter into a long-term agreement for the provision of electric service for a term of no less than five (5) years, simultaneously, on the date of execution of the Tax Abatement Agreement, and DENTON and UCI desire to enter into this Agreement and the Tax Abatement Agreement simultaneously WHEREAS, UCI requires electric energy for the operation of its plant facility, including, but not limited to the approximate 300,000 square foot building or buildings described in the Tax Abatement Agreement and in Exhibit "D" to that Agreement, located at the Northwest corner of the intersection of U S Highway 380 at Geesling Road, in the City of Denton, Texas ("Plant"), to be constructed, and its equipment and other improvements to be constructed on the premises which will be owned or leased by UCI, and UCI has provided DENTON with evidence that the cost and reliability of electric service is critical to the successful operation of its Plant, and WHEREAS, UCI believes that it is in its best interest to receive electric service under the terms and conditions of this Agreement, and DENTON is willing to enter into a long-term Agreement with UCI to provide all the requirements of power and energy which are required for UCI's operation of its Plant, NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the amounts to be paid to DENTON hereunder, the benefits conferred to DENTON and UCI hereby, and other good and valuable considerations, DENTON and UCI hereby AGREE as follows I TERM OF AGREEMENT A UCI and DENTON hereby agree to a seven (7) year electric service agreement This Agreement will commence effective , 1998, simultaneously with the execution, of the Tax Abatement Agreement urmg the first five (5) years of the term of this Agreement, DENTON agrees to provide all electric service needs (within the City of Denton or outside the city limits where currently being supplied by Denton) of UCI, and UCI agrees and covenants to unconditionally remain as an electric service customer of DENTON, and to purchase all of its electric power and energy requirements exclusively from DENTON B Upon the expiration of the first five (5) years of the term of this Agreement, for the remaining two (2) years of this Agreement, UCI shall have the option to select another electric service provider to provide for its needs, PROVIDED, HOWEVER, DENTON shall retain a right of first refusal to match any and all such bona -fide offer(s) from such other electric service provider(s), and thereby retain UCI as DENTON's electric service customer for the remaining two (2) year term of this Agreement For purposes of the operation of this sub -paragraph, the term "bona -fide offer" is a proposed offer or agreement in writing, dated, and signed by a duly - authorized officer or representative of another electric service provider and UCI UCI shall notify DENTON of any and all such bona -fide offers, in writing, signed by a duly -authorized officer of UCI The written request and notification shall provide that DENTON have no less than forty-five (45) days to evaluate the offer or agreement in order to exercise its right of first refusal, and which written offer or agreement communicated by UCI to DENTON shall state that the offer or agreement received from such other electric service provider is bona -fide, is in full force and effect, and that UCI is ready to take action to approve the offer or proposed agreement PROVIDED, HOWEVER in the event that UCI and another electric service provider who has executed a bona -fide written offer to UCI, have entered into a written confidentiality agreement, then UCI's obligation to DENTON under this subparagraph shall consist of notifying DENTON, in writing, that UCI has received a better offer respecting electric service rates, and will provide DENTON with as much information as it lawfully can under the terms of the confidentiality agreement UCI will utilize its best efforts to negotiate an agreement which will allow UCI to inform DENTON of the basic terms of the competing offer The written notice shall provide that DENTON has no less than forty-five (45) days to respond to UCI by either making a written offer to UCI in efforts to better the unknown competing electric service provider's offer, or responding that DENTON will not make an offer, thereby extinguishing its right of first refusal arising under this subparagraph C Upon expiration of this Agreement, UCI may take electric service from DENTON under any then effective utility service rate or contract Upon termination of this Agreement, UCI may also, at its option, elect to take all or a portion of its electric service requirements from an electric service provider other than DENTON D In light of the uncertainties created by the possibility of comprehensive electric deregulation legislation being passed into law and impacting upon DENTON, in the event that DENTON should sell or otherwise dispose of its entire electric system (generation, transmission, Electric Service Agreement — Page 2 and distribution) during the term of this Agreement, then this Agreement, at the sole discretion of UCI, canbe terminated on the date of such sale or disposition Any termination of this Agreement arising under this subparagraph shall not be considered as an act of default by UCI under Article VIII herembelow, or otherwise, and likewise, shall not be considered as an act of default by DENTON under Article IX herembelow, or otherwise II CONDITIONS OF SERVICE A DENTON agrees to use reasonable diligence to sell and deliver to UCI all power and energy which is required for UCI's Plant for the term of this Agreement Electricity provided by DENTON shall be delivered to UCI at a point on UCI's Plant premises Service will be nominal 13,200 volts, three-phase, and 60 Hertz per second B UCI agrees that electrical energy provided by DENTON may have reasonable variation in frequency and voltage within applicable American National Standards Institute ("ANSI") Guidelines To the extent that damage to UCI's equipment is sustained during the term of this Agreement, which damage is proximately caused by a fluctuation in voltage over and above the applicable ANSI Guidelines percentage, and not caused by an Electric Reliability Council of Texas ("ERCOT") transmission grid problem beyond Denton's control, DENTON shall be responsible for the reasonable cost to repair such damage C UCI agrees that it will diligently exercise its responsibility to limit harmonic flow into the DENTON electric distribution system In particular, distorted current injected by UCI into DENTON's electric distribution system shall be limited to values, in percent of fundamental, as set forth in the Harmonic Order table and other provisions contained in Institute of Electric and Electronic Engineers ("IEEE") Standard 519 (1992), which harmonic current levels allowed are based on the size of the load with respect to the size of the power system to which the load is connected To the extent that damage to DENTON's electric distribution system equipment is sustained, which is proximately caused by distorted current injected by UCI into DENTON's electric distribution system, at levels exceeding the permitted harmonic current level as set forth in IEEE Standard 519 (1992), then UCI shall be responsible for the reasonable cost to repair such damage D DENTON shall be obligated to provide an alternate power source to the UCI premises under this Agreement E During the term of this Agreement, DENTON shall be the sole source of electric service to UCI's Plant UCI shall not construct, obtain, or utilize any facilities of, or enter into any agreement for electric service to its Plant with any supplier of electric energy other than DENTON Electricity delivered by DENTON under this Agreement shall not be resold or redistributed by UCI to any third party Electric Service Agreement — Page 3 F UCI agrees to take and use all electricity exclusively for the operation of its Plant during the period of this Agreement UCI agrees to notify and discuss with DENTON, any changes in motor size or equipment, and operating characteristics, prior to making a change at UCI's Plant III APPLICABLE RATE A The rate(s) charged respecting the electric services provided by DENTON to UCI pursuant to this Agreement shall be the General Service Large (Schedule GSL), General Service Small (Schedule GSS), and/or The General Service Time of Use (Schedule TGS) rate(s) depending upon UCI's minimum demand for electric service Additionally, the Industrial/Economic Development Rider rate (Schedule IDR) shall be effective and applicable to UCI, as UCI shall receive electric service hereunder, pursuant to rate Schedules GSL, GSS and/or TGS The rate schedules in effect for purposes of this Agreement are those rate schedules in effect on October 1, 1997, and as said rate schedules may be thereafter amended during the term of this Agreement B The terms of the rates provided for in Article III A above are expressly subject to any stranded cost recovery provision of the laws of the State of Texas, as they may now exist, or as amended or hereafter enacted in the future IV BILLING AND PAYMENT FOR ELECTRIC SERVICE A DENTON shall render to UCI monthly bills for the electric service provided pursuant to this Agreement Billing periods will be approximately thirty (30) days in length DENTON intends to read UCI's meter on the last working day of each month, and intends to issue billing to UCI on the second working day of the month next following B The due date for the payment of each monthly bill issued by DENTON to UCI for electric service hereunder shall be fifteen (15) days after the issuance of each monthly bill C DENTON and UCI agree that DENTON's provision of electric service to UCI hereunder, is further subject to the provisions of Chapter 26 of the Code of Ordinances of the City of Denton, Texas, as amended In the event of any conflict between the provisions of this Agreement and the provisions of said Chapter 26, the provisions of this Agreement shall govern V METERING A Service at UCI shall be metered at the 13,200 volt delivery point by means of meter(s) furnished and installed by DENTON DENTON shall have the right to locate, operate, and maintain a meter and meter disconnect switches at or near the point of delivery The meter readings shall be conclusive as to the quantity of power and energy taken by UCI, unless upon Electric Service Agreement - Page 4 tests, as provided in Subparagraph B herembelow, the meter is found to be outside the accuracy standards presently in force, as established by the American National Standards Institute B UCI may request and witness a test of a meter during DENTON's normal working hours at a time mutually convenient to UCI and DENTON in order to check the accuracy of the meter The test shall generally be made at the meter at its installed location, but may be made at a meter test laboratory selected by DENTON UCI shall pay the cost of such test if the meter has been previously tested at UCI's request within the previous twelve (12) month period, and the meter is found to be within the accuracy standards set forth in the preceding paragraph If, as a result of a meter test, the meter is found to be outside the accuracy standard set forth above, DENTON shall promptly render corrected bills accordingly VI CONTINUITY OF SERVICE/FORCE MAJEURE A DENTON shall use reasonable diligence to provide UCI constant and uninterrupted electric power under this Agreement However, DENTON shall not be liable for any damages, costs or losses, if electric power or service should fail or be interrupted, suspended, curtailed, become defective, or be reduced through an act of God, governmental authority, action of the elements, public enemy, accident, strikes, labor trouble, breakdown of equipment, by ERCOT transmission grid problem, or any cause beyond the reasonable control of DENTON Following any such event, DENTON shall use its best efforts to restore service to UCI as promptly as reasonably practicable, after considering the public health and safety issues affecting the citizens of Denton In no event shall DENTON be liable to UCI for consequential damages B All maintenance, repair or upgrades that will effect the electric service to the UCI facility shall be performed at a mutually agreed -upon time VII WARRANTIES ANY WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE THE ELECTRIC SERVICE PROVIDED UNDER THIS AGREEMENT IS BEING SOLD "AS IS" UCI AGREES THAT DENTON SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR THE LOSS OF PROFIT OR REVENUE ARISING FROM THE PROVISIONS OF ELECTRIC SERVICE UNDER THIS AGREEMENT, EVEN IF DENTON HAS BEEN ADVISED OF SUCH POSSIBILITY Electric Service Agreement — Page 5 VIII DEFAULT BY UCI A It shall be an act of default for UCI to fail to pay any monthly bill issued by DENTON to UCI for electric service provided to UCI hereunder within thirty (30) days after its issuance by DENTON B It shall be an act of default of UCI, should UCI fail to materially comply with any other provision of this Agreement respecting non -monetary defaults, as set forth in this paragraph In the event of a claimed default, DENTON shall issue a written notice of default to UCI specifically describing the alleged default and stating the action which DENTON is requesting of UCI to wholly cure such default If said act or omission complained of by DENTON is not wholly cured within thirty (30) days after issuance of the written notice of default, then UCI shall be deemed to be in default of this Agreement Furthermore, any termination of this Agreement arising under the provisions of Article I D heremabove, shall not be considered as an act of default by UCI C Any default committed by UCI in the performance and completion of this Electric Service Agreement shall also constitute a default by UCI of the Tax Abatement Agreement executed by UCI and DENTON on this date D DENTON shall have the right to specifically enforce this Agreement in the event of default by UCI, to the extent permitted by law IX DEFAULT BY CITY A It shall be an act of default of DENTON, if DENTON fails to materially comply with any provision of this Agreement and fails to cure or remedy said alleged default as set forth in this paragraph UCI shall issue a written notice of default to DENTON specifically describing the alleged default and stating the action which UCI is requesting of DENTON to wholly cure such default If said act or omission complained of by UCI is not wholly cured within thirty (30) days after the issuance of the written notice of default, then DENTON shall be deemed to be in default of this Agreement Furthermore, in the event that DENTON should sell or otherwise dispose of its entire electric system during the term of this Agreement, that shall not constitute an act of default of this Agreement B UCI shall have the right to specifically enforce this Agreement in the event of default by DENTON, to the extent permitted by law X TERMINATION In the event that a party hereto has defaulted in the performance of this Agreement as provided for in Articles VIII or IX hereinabove, the non -defaulting party shall have the option of Electric Service Agreement — Page 6 terminating this Agreement once it has provided defaulting party with a further written notice of its intention to terminate this Agreement, if the default(s) in question have not been cured within thirty (30) days from the date that such further written notice is issued by the non -defaulting party XI MEDIATION AND ALTERNATE DISPUTE RESOLUTION The parties agree that if a dispute arises under this Agreement, that they will, in good faith, attempt to resolve the same in a reasonable, expedient manner The parties may agree to settle any dispute under this Agreement by submitting said dispute to mediation No mediation arising out of, or relating to, this Agreement involving one party's disagreement, may include the other party to the disagreement without the other party's approval In the event that the parties agree that mediation is appropriate, they each agree to expedite the mediation process, and further agree to be each responsible for one-half of all mediation fees and expenses incurred XII NOTICES Any notice required or desired to be given from one party to the other party to this Agreement shall be in writing and shall be given and shall be deemed to have been served and received (whether actually received or not) if (1) delivered in person to the address set forth below, (2) deposited in an official depository under the regular care and custody of the United States Postal Service located within the confines of the United States of America, and sent by Certified Mail, Return Receipt Requested, and addressed to such party at the address hereinafter specified, or (3) delivered to such party by courier-receipted delivery Either party may designate another address, within the confines of the United States of America, for notice, but until such time as written notice of such change is actually received by the other party, the last address of such party designated for notice, shall remain such party's address for notice United Copper Industries, Inc J Dean Brown, General Manager P O Box 2617 1110 Executive Drive, Suite 500 Coppell, Texas 75019 City of Denton, Texas Attn City Manager 215 E McKinney Denton, Texas 76201 XIII ASSIGNABILITY Neither party shall have the right to assign that party's interest in this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld PROVIDED HOWEVER, the parties agree that in the event UCI sells or otherwise disposes of all or a part of its Plant Facilities, that this Agreement shall be assignable to UCI's transferee, conditioned upon UCI not being in default in the performance of this Agreement, at the time of Electric Service Agreement — Page 7 transfer, and upon the transferee expressly assuming this Agreement and all obligations owing to DENTON under this Agreement, in writing XIV ENTIRE CONTRACT/MODIFICATION The parties understand and agree that this Agreement contains the entire Agreement between the parties and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter of this Agreement No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist This Agreement is subject to modification, waiver, addition, or deletion, only by means of a written document duly executed by both parties hereto XV RELATIONSHIP OF THE PARTIES Nothing contained in this Agreement shall be deemed or construed by the parties hereto, or by any third party, to create the relationship principal and agent, or of partnership, or of joint venture, or of any association whatsoever between the parties, it being expressly understood and agreed that no provision contained in this Agreement, nor any act or acts of the parties, constitute a relationship, other than the relationship of independent parties contracting with each other solely for the purpose of effecting the provisions of this Agreement XVI SEVERABILITY If any term or provision of this Agreement is held to be illegal, invalid, or unenforceable, the legality, validity, or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of such illegal, invalid, or unenforceable term or provision, there shall be added automatically to this Agreement, a legal, valid, or enforceable term or provision, as similar as possible to the term or provision declared illegal, invalid, or unenforceable XVII GOVERNING LAWNENUE The parties expressly agree that this Agreement is governed by, and will be construed and enforced in accordance with laws of the State of Texas The provisions and obligations of this Agreement are performable in Denton County, Texas Venue of any suit or cause of action arising under this Agreement shall lie exclusively in Denton County, Texas XVIII BINDING EFFECT Except as limited herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns Electric Service Agreement — Page 8 XIX PARAGRAPH HEADINGS The paragraph headings contained in this Agreement are for convenience only and shall no way enlarge or limit the scope or meaning of the various and several paragraphs hereof XX CONSTRUCTION Both parties have participated in the negotiation and preparation of this Agreement, and this Agreement shall not be construed either more or less strongly against or for either party XXI GENDER Within this Agreement, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires XXII COUNTERPARTS This Agreement is executed in two identical counterparts, each of which shall be deemed an original for all purposes IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be execute by and thr ugh their re pective governing bodies and duly au honzed of/f_icers,' o'� this the day o£ l�„l1998, to be effective as of ,—, 1998 CITY OF DENTON, TEXAS A Municipal Corporation By JACKIv, F� LF, , MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY Electric Service Agreement — Page 9 APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY (w r UNITED COPPER INDUSTRIES, INC A Texas Corporation ATTEST doc Electric Service Agreement — Page 10 CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON I, the undersigned City Secretary of the City of Denton, Texas, (the "City") DO HEREBY CERTIFY that according to the records of the City of which I am custodian, that the attached is a true and accurate copy of a tax abatement agreement between the City of Denton and United Copper Industries, Inc as approved by the City of Denton City Council on September 14, 1998 TO CERTIFY WHICH, witness my official signature and the seal of said City, this the 16th day of December, 1998 A-� CI SEC ARY CI OF DENTON, TEXAS CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON I, the undersigned City Secretary of the City of Denton, Texas, (the "City") DO HEREBY CERTIFY that according to the records of the City of which I am custodian, that the attached is a true and accurate copy of a tax abatement agreement between the City of Denton and United Copper hidustnes, Inc as approved by the City of Denton City Council on September 14, 1998 TO CERTIFY WHICH, witness my official signature and the seal of said City, this the 16th day of December, 1998 C CI SECRE ARY Cl OF DE TON, TEXAS 4 24 6 01120 STATE OF TEXAS § TAX ABATEMENT AGREEMENT BETWEEN COUNTY OF DENTON § THE CITY OF DENTON AND UNITED CITY OF DENTON § COPPER INDUSTRIES, INC This Tax Abatement Agreement (the "Agreement') is entered into by and between the City of Denton, Texas (the "City"), duly acting herein by and through its Mayor, and United Copper Industries, Inc, a Texas corporation (the "Owner"), a privately held corporation duly authorized and in good standing to do business in the State of Texas, duly acting herein by and through its authorized officers WHEREAS, the City has adopted a resolution stating that it elects to be eligible to par- ticipate in tax abatement and has adopted guidelines and criteria governing tax abatement agree- ments known as the Denton Tax Abatement Policy, and WHEREAS, on the 27`h day of January, 1998, the City Council of Denton, Texas (the "City Council") adopted the Denton Tax Abatement Policy (the "Policy"), which is attached hereto and incorporated herein as Exhibit "A" and made a part of this Agreement for all pur- poses, and WHEREAS, the Policy constitutes appropriate "guidelines and criteria" governing tax abatement agreements to be entered into by the City as contemplated by Section 312 002 of the Texas Tax Code, as amended (the "Code"), and WHEREAS, on the P day of February, 1998, the City Council passed Ordinance No 98- 016 (the "Ordinance") establishing Reinvestment Zone No I, City of Denton, Texas, as a com- mercial/industrial reinvestment zone for tax abatement (the "Zone"), as authorized by Title 3, Chapter 312, Subchapter B of the Code (the "Act'), and WHEREAS, Owner owns or leases certain real property, more particularly described in Exhibit `B" attached hereto and incorporated herein by reference and made a part of this Agree- ment for all purposes (the "Premises") located entirely within the Zone, and 4246 01121 WHEREAS, on the 121h day of December, 1997, Owner submitted an application for tax abatement with various attachments to the City concerning the contemplated use of the Premises (the "Application for Tax Abatement'), attached hereto and incorporated herein as Exhibit "C" and made a part of this Agreement for all purposes, and WHEREAS, the City Council finds that the contemplated use of the Premises, the Con- templated Improvements (as hereinafter defined) to the Premises as set forth in this Agreement, and the other terms hereof are consistent with encouraging development of said Zone in accor- dance with the purposes for its creation and are in compliance with the Policy and the Ordinance and similar guidelines and criteria adopted by the City and all applicable law, and WHEREAS, the City Council finds that the terms of this Agreement, and the Premises and Contemplated Improvements, meet the applicable guidelines and criteria heretofore adopted by the City Council, which are set forth in the Policy, and WHEREAS, written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished by the City, in the manner and by the time pre- scribed by the Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located, NOW, THEREFORE, the City and Owner for and in consideration of the premises and the promises contained herein do hereby contract, covenant, and agree as follows I CONDITIONS OF ABATEMENT A A condition of the Abatement (defined below) is that, by January 31, 1999 (sub- ject to force maleure delays not to exceed 180 days), a capital investment that establishes an ad- ditional assessed property value of real property improvements, equipment, and other tangible and personal property in excess of the assessed property value for the Premises on January 1, Page 2 4246 01122 1998 (value) of at least $35,000,000, by January 31, 2000 a capital investment of at least $37,000,000, and by January 31, 2001 a capital investment of at least $40,400,000 be made with respect to construction and equipping of a building or buildings and other improvements to be constructed on the Premises which are described in the Application for Tax Abatement Owner agrees to build a building or buildings of approximately 373,000 square feet within the area de- scribed in Exhibit "B", substantially in accordance with Exhibit "D" as described in Section II(F) hereof, at value of new real property improvements, equipment, and other tangible personal property of at least $35,000,000 with respect to construction and equipping of the building or buildings or other improvements to be constructed on the Premises on or before January 1, 1999 (the "Contemplated Improvements") For the purposes of the immediately preceding sentence, capital investment with respect to construction and equipping the Contemplated Improvements shall include (1) costs related to the development and improvement of the real estate, including, without limitation, construction costs and design and engineering costs, (2) tangible personal property located on or at the Contemplated Improvements by Owner, excluding inventory and supplies The kind and location of the Contemplated Improvements is more particularly de- scribed in the Application for Tax Abatement For the purposes of this paragraph, the term "force majeure" shall mean any circumstance or any condition beyond the control of Owner, as set forth in Section XXII "Force Majeure" which makes it impossible to meet the above - mentioned thresholds Provided, however, should Owner fail to make a capital investment in the Contemplated Improvements that establishes a value of at least $35,000,000 on or before January 31, 2001 in accordance with the City's Tax Abatement Policy, the number of years of tax abate- ment will be reduced to coincide with the maximum years of abatement per the amount of the value established by the Policy For example, if the total value established by the capital invest- ment in the Contemplated Improvements is $34,000,000, the number of years of tax abatement Page 3 424& 01123 shall be reduced from six years to five years, in addition to the proportional reduction in abate- ment required under Sections I(C) and (F) hereof B A condition of the abatement is that the Contemplated Improvements be con- structed and the Premises be used substantially in accordance with the description of the project set forth in the Application for Tax Abatement C A condition of the abatement is that, in connection with the operation of the Con- templated Improvements, Owner shall employ a minimum of 250 full-time jobs and net a total annual payroll of $8,500,000 with an average of $34,000 per job over each of the six years of abatement following the beginning date defined in paragraph III(E) If force maleure conditions make it impossible for any condition in Section I to be met, Owner may elect to explain the rea- sons why such condition was not met and shall propose a recommended course of action with respect to such condition If the City Council finds that the failure to meet such condition was justified, the City Council may modify the requirements of this paragraph If the total employ- ment of the project is not 250 jobs and the annual payroll does not meet the threshold of $8,500,000 or the Owner does not achieve an assessed value of $35,000,000 for the Contem- plated Improvements by January 31, 1999, the tax abatement will be reduced by the percentage relative to the actual value of the Contemplated Improvements and the agreement value of the Contemplated Improvements, the actual number of full-time lobs, the agreed number of full-time jobs, the actual payroll, and the agreed payroll, in accordance with the formula set forth in para- graph I(F) For the purposes of making the calculation of full-time jobs, those employees who begin their employment with Owner after October 1, 1995 shall be included, to allow Owner to count employees who will be moved to the Contemplated Improvements in Denton from loca- tions outside the City of Denton, and whose jobs are moved to the Contemplated Improvements within the area described in Exhibit `B" within the Zone Page 4 14246 l) 1 1 24 D Owner covenants that as of January 1, 1998, there were no buildings, structures, equipment, personal property, or other improvements (defined below) on the Premises A con- dition of this abatement is that throughout the Term of the Abatement, the Contemplated Im- provements shall be operated and maintained for the purposes set forth herein so that the uses of the Premises shall be consistent with the general purpose of encouraging development or rede- velopment of the Zone, except as otherwise authorized or modified by this Agreement E The City shall have the right to terminate the abatement if the Owner does not oc- cupy or lease the Contemplated Improvements In the event of such termination which results in the Owner falling below one or more of the minimum threshold levels set forth in Section V(B) hereof, the Owner shall refund to the City all previous tax abatements and all tax abatements for future years shall be terminated F If the total Contemplated Improvements constructed on the project do not meet the threshold value of $35,000,000, or 250 full-time lobs are not employed, or the payroll does not reach $8,500,000 or any other threshold in Section I(C), the tax abatement will be reduced by the percentage relative to the actual value and the agreement value In the event that the Owner fails to meet two or more criteria or thresholds, the tax abatement will be reduced by the largest percentage of non-compliance For example, if the total value of structures and improvements to the real estate and the personal property installed and equipped within the structures is $31,500,000 or 10% less and there are only 250 full-time jobs or 8% less, then the tax abatement shall be reduced by 10% or 2 5%, reducing the tax abatement from 25% to 22 5% for each year the Owner does not meet these thresholds If the abatement has already been granted, then Owner shall immediately, upon receiving notice from the City, remit the amount by which the tax abatement should be reduced with interest at six percent (6%) per annum from the time the Owner was not in compliance For example, in the example above, Owner would remit 2 5% of Page 5 42L16 U 1 125 the total abatement from the date the abatement was received and interest on the principal amount from the date the Owner was not in compliance G Simultaneously with the execution of this Agreement, the Owner shall enter into a long-term agreement with the City of Denton Municipal Utilities for the provision of electric service for a term of not less than five years, and shall maintain performance of its contractual obligations for the full period of the contract Provided, however, the sale of the City's entire electrical system, which by the terms of the agreement between Owner and City for electrical service causes a termination of the electrical services agreement, shall not constitute a default in performance of this Agreement which will result in a recapture of all or a part of the tax abate- ment H In consideration of the abatement granted herein Owner agrees to comply with all the terms and conditions set forth in this Agreement II GENERAL PROVISIONS A The City has concluded that it has adopted guidelines and criteria governing tax abatement agreements for the City to allow it to enter into this Agreement containing the terms set forth herein B The City has concluded that procedures followed by the City conform to the re- quirements of the Code and the Ordinance, and have been and will be undertaken in coordination with Owner's corporate, public employee, and business relations requirements C The Premises are not in an improvement project financed by tax increment bonds D Neither the Premises nor any of the Improvements covered by this Agreement are owned or leased by any member of the City Council, any member of the City Planning and Page 6 Zoning Commission of the City, or any member of the governing body of any taxing units join- ing in or adopting this Agreement E In the event of any conflict between the City zoning ordinances, or other City or- dinances or regulations, and this Agreement, such ordinances or regulations shall control F The building for Owner shall be constructed substantially as shown on the at- tached drawing submitted by Trammell Crow, which is attached hereto and incorporated as Ex- hibit "D" and made a part of this Agreement for all purposes Provided, however, nothing herein shall prevent Owner from making changes to the building as shown in Exhibit "D" as may be necessary to meet state and federal environmental laws and regulations III ABATEMENT TERMS AND CONDITIONS A In consideration of the Owner meeting all the terms and conditions of abatement set forth herein, the City hereby grants a tax abatement ("Abatement') (1) to Owner relative to the Premises and all improvements to the Premises (the "Improvements"), and (2) to Owner for the tangible personal property on the Premises excluding inventory and supplies, such Abate- ment to be subject to the following terms and conditions B The value of the Abatement on the Premises and the Improvements shall be the following portion of the increase in value of the Improvements on the premises over their value on January 1, 1998, the year in which this Agreement is executed in accordance with Section 312 204 of the Code Twenty-five percent (25%) of the increase in value from construction of any Improve- ments C The value of the Abatement on the tangible personal property on the Premises, excluding inventory and supplies, shall be the following portion of the increase in value of such Page 7 io-246 01 121 tangible personal property on the Premises over the value on January 1, 1998 in accordance with Section 312 204 of the Code Twenty-five percent (25%) of the increase in value of the tangible personal property on the Premises which is used by Owner in the operation of the Contemplated Improve- ments D Owner shall have the right to protest and contest any or all appraisals or assess- ments of the Premises and/or Improvements or any tangible personal property owned by Owner If Owner is successful in obtaining a reduction in taxes based upon such protest or contest after a tax abatement for that year has been granted, it shall immediately notify the City, through its City Manager E The term of the Abatement (the "Term") shall begin on January 1 of the year fol- lowing the calendar year in which a certificate of occupancy is issued by the City for the Im- provements (the `Beginning Date") and, unless sooner terminated as herein provided, shall end on the December 316t immediately preceding the 6th anniversary of the Beginning Date F If the value of the Improvements, the number of employees, or payroll require- ments are not met, the tax abatement will be reduced by a percentage relative to proposed and actual numbers as set forth in paragraph I(F) IV RECORDS AND EVALUATION OF PROJECT A. The Owner shall provide access and authorize inspection of the property by City employees and allow sufficient inspection of financial information to insure that the improve- ments are made and the thresholds are met according to the specifications and conditions of this Agreement Such inspections shall be done in a way that will not interfere with Owner's busi- ness operations City shall annually (or such other times deemed appropriate by the City) evalu- Page 8 ate the Project to ensure compliance with this Agreement Owner shall provide information to the City on a form provided by the City for the evaluation The information shall include the following (i) the total number of employees who work on the premises, their total sala- ries, (n) an inventory listing the kind, number, and location of and the total value of all improvements to the property, including, without limitation, the value of all structures and all tangible personal property installed or lo- cated in the Premises B The City Manager shall make a decision and rule on the eligibility of the Project for tax abatement based on the information furnished each year by the Owner on or before August 1 of the taxable year and shall so notify Owner, the Joint Committee on Tax Abatement, and the City Council For the first taxable year, the payroll threshold will be considered to be met if there are at least 250 full-time employees of the Owner by July 31, 1999 and the average wage is $34,000 per employee If the Owner is dissatisfied with the City Manager's decision, it can appeal his decision to the City Council The City Council's decision on the matter shall be binding, final, and not appealable, except for arbitrary and capricious acts and actions, gross negligence or willful misconduct, and any appeal shall be under the substantial evidence rule, provided, however, that notwithstanding the foregoing, under no circumstances shall the City Manager or the City Council be authorized to terminate, reduce, or recapture the Abatement un- less the conditions of the Abatement are not satisfied within the time frames specified herein C During normal office hours throughout the Term of this Agreement, providing reasonable notice is given to Owner, the City shall have access to the Premises by City employ- ees for the purpose of inspecting the Premises and the Improvements to ensure that the Im- Page 9 provements are being made in accordance with the specifications and conditions of this Agree- ment and to verify that the conditions of this Agreement are being complied with, provided that such inspection shall not interfere with Owner's normal business operations D The Owner shall annually make a certification in writing to the City Council, the Commissioners Court of Denton County, and the Board of Trustees of the Denton Independent School District, on or before June I" of each year this Agreement is in effect, except for the first year when Owner shall have until July 31, 1999 to make this certification, that certifies that the Owner is in compliance with each applicable term of this Agreement and any other tax abate- ment agreement it may have entered into with Denton County and the Denton Independent School District E That simultaneously with the execution of this Agreement, Owner is entering into similar tax abatement agreements with Denton County and the Denton Independent School Dis- trict Nothing in this Agreement shall preclude Denton County and the Denton Independent School District from entering into tax abatement agreements which contain different terms and conditions than this Agreement and different portions of abatement than shown in paragraph III(B) and (C) of this Agreement, in accordance with Section 312 206(c) of the Act, Chapter 312, Subchapter B, of the Act, and all other applicable laws V FAILURE TO MEET CONDITIONS A In the event that (1) the conditions in paragraphs I(A), (C), (F), and (G) are not met, or (n) Owner allows its ad valorem real property taxes with respect to the Premises or Im- provements, or its ad valorem taxes with respect to any tangible personal property, if any, owned by the Owner wluch is located in the Improvements, owed the City to become delinquent and fails to timely and properly follow the legal procedures for protest and/or contest of any such ad Page 10 4246 JE130 valorem real property or tangible personal property taxes, or (in) any other conditions of the Abatement Agreement are not met, then a "Condition Failure" shall be deemed to have occurred (it being understood that a Condition Failure relating to any condition set forth in paragraphs I(A), (C), (F), and (G) shall not be deemed to occur merely because at a particular time it cannot be determined whether such condition will be met, but shall occur only if at a particular time it can be definitively determined that such condition will not be met) In the event that a Condition Failure occurs, the City shall give Owner written notice of such Condition Failure and if the Condition Failure has not been cured or satisfied within ninety (90) days of said written notice, the Abatement shall be reduced in accordance with paragraph I(F), and Owner shall remit the amount of the Abatement by which it was reduced plus interest from the time the Owner re- ceived the Abatement for each year the Owner is out of compliance Provided, however, that if such Condition Failure is not reasonably susceptible of cure or satisfaction within such ninety (90) day period and Owner has commenced and is pursuing the cure or satisfaction of same, then after first advising City Council of efforts to cure or satisfy same, Owner may utilize an addi- tional ninety (90) days Time in addition to the foregoing 180 days may be authorized by the City Council, and such authorization shall not be unreasonably withheld If a Condition Failure is not cured or satisfied after the expiration of the applicable notice and cure or satisfaction pen- ods, the Abatement shall be terminated with respect to the year in which notice of the Condition Failure is given and all future years It being understood that the Abatement with respect to any year prior to the year in which notice of the Condition Failure is given shall not be forfeited or recaptured except as indicated under Section V(B) hereof Notwithstanding any provision in this Agreement to the contrary, Owner shall refund to the City all tax abatements previously received with interest for the year in which the notice of Condition Failure is given Page 11 � 2 4 6 01131 B If, however, the Owner fails to construct any structures or other improvements, or fails to install any equipment or other tangible personal property within the Premises by January 31, 1999, if the value of all improvements falls below the current minimum $5,000,000 threshold or if the Owner fails to employ at least 130 Jobs by July 31, 1999, or if the total employment within the tern of this Agreement falls below 130, or the Owner fails to reach at least a payroll of $4,420,000 for any of the six years of abatement, which causes the amount of Abatement to be reduced to zero, or Owner fails to execute the contract with the City to provide electric service or fails to maintain performance of its contractual obligations for the full period of the contract, then this Agreement may be terminated by the City In this event, Owner shall refund to the City all tax abatements previously granted and received under this Agreement with interest on the amount to be refunded at six percent (6%) per annum Additionally, as set forth in Section I(A), failure to construct and place Contemplated Improvements on the Premises that have a value of at least $35,000,000 by January 31, 2001, shall cause the term of the abatement to be reduced in accordance with the City's Tax Abatement Policy C That in the event of a condition failure by Owner which is not cured or satisfied as set forth herein, in addition to a partial or total recapture of the tax abatement, the City may can- cel or modify this Agreement VI EFFECT OF SALE, ASSIGNMENT, OR LEASE OF PROPERTY A The Abatement with respect to the Project, including any tangible personal prop- erty located on the Project owned by Owner shall vest in Owner and shall be assignable, with City approval, which shall not be unreasonably withheld, to any individual, partnership, joint venture, corporation, trust or other entity (irrespective of whether or not such assignee is related to or affiliated with Owner) which acquires title to the Project Any assignee of Owner or any Page 12 4246 01132 assignee of a direct or indirect assignee of Owner shall be treated as "Owner" under this agree- ment No assignment shall require the consent of City if, following such assignment, the Owner continues to occupy and operate the Contemplated Improvements for the full term of this Agreement Nor shall the consent of the City be necessary if the assignee agrees to fully comply with the terms and conditions of this Agreement VII NOTICE All notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designated in writing, by certified mail postage pre- pare or by hand delivery OWNER Dean Brown, Vice President United Copper Industries, Inc P O Box 2617 Coppell, Texas 75019 CITY Ted Benavides, City Manager City of Denton 215 East McKinney Denton, Texas 76201 VIII CITY COUNCIL AUTHORIZATION This Agreement was authorized by the City Council by passage of an enabling ordinance at its meeting on the 18th day of August, 1998, authorizing the Mayor to execute this Agreement on behalf of the City, a copy of which is attached hereto and incorporated herein as Exhibit "E" as if written word for word herein IX BOARD OF DIRECTORS AUTHORIZATION This Agreement was entered into by Owner, pursuant to authority granted by the Board of Directors of Owner, as authorized by corporate resolution to execute this Agreement on behalf of Owner, a certificate evidencing such resolution and consent is attached hereto and incorpo- rated herein as Exhibit "F" as if written word for word herein Page 13 4246 01133 x SEVERABIILTY In the event any section, subsection, paragraph, sentence, phrase or work 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, para- graph, sentence, phrase, or word In the event that (1) the term of the Abatement with respect to any property is longer than allowed by law, or (n) the Abatement applies to a broader classifica- tion of property than is allowed by law, then the Abatement shall be valid with respect to the classification of property abated hereunder, and the portion of the term, that is allowed by law XI 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 The certificate, which if requested will be addressed to the Owner, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists the nature of default and curative action, which should be undertaken to cure same), the remain- ing term of this Agreement, the levels and remaining term of the Abatement in effect, and such other matters reasonably requested by the party(ies) to receive the certificates XII OWNER STANDING Owner, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying or- dinances, resolutions, or City Council actions authorizing same and Owner shall be entitled to intervene in said litigation Page 14 XIII APPLICABLE LAW This Agreement shall be construed under the laws of the State of Texas Venue for any action under this Agreement shall be the State's District Court of Denton County, Texas This Agreement is performable in Denton County, Texas XIV RECORDATION OF AGREEMENT A certified copy of this Agreement in recordable form shall be recorded in the Deed Rec- ords of Denton County, Texas XV MUTUAL ASSISTANCE City and Owner agree to do all things necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out such terms and pro- visions Owner and City agree at any time, and from time to time, to execute any and all docu- ments reasonably requested by the other party to carry out the intent of this Agreement XVI ENTIRE AGREEMENT This instrument with the attached exhibits and the agreement to be executed between the parties for the provision of electric service to Owner by the City, contains the entire agreement between the parties with respect to the transaction contemplated in this Agreement XVII BINDING This Agreement shall be binding on the parties and the respective successors, assigns, heirs, and legal representatives Page 15 XVIII COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument XIX SECTION AND OTHER HEADINGS Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement XX NO JOINT VENTURE Nothing contained in this Agreement is intended by the parties to create a partnership or Joint venture between the parties, and any implication to the contrary is hereby disavowed XXI AMENDMENT This Agreement may be modified by the parties hereto to include other provisions which could have originally been included in this Agreement or to delete provisions that were not originally necessary to this Agreement pursuant to the procedures set forth in Title 3, Chapter 312 of the Code XXII FORCE MAJEURE If, because of flood, fire, explosions, civil disturbances, strikes, war, acts of God, or other causes beyond the control of either Party, either Party is not able to perform any or all of its obli- gations under this Agreement, then the respective Party's obligations hereunder shall be sus- pended during such period but for no longer than such period of time when the party is unable to perform Page 16 That this Agreement was EXECUTED this 7"' day of4„ 1998, by duly authorized officials of the City and by United Copper Industries, a Texas corporation, simultane- ously with the execution of similar Tax Abatement Agreements between United Copper Indus- tries and the Denton Independent School District and Denton County ATTEST JENNIFER WALTERS, CITY SECRETARY BY L APPI VED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY ATTEST BY �'O"Vlm 4/12� klxtiL4 CITY OF DENTON, TEXAS 1 JACI I ER, MAYOR UNITED COPPER INDUSTRIES, INC A TEXAS CORPORATION B ame Title Page 17 STATE OF TEXAS COUNTY OF DENTON Before me, the undersigned authority, a Notary Public in and for said State of Texas, on this day personally appeared Jack Miller, Mayor for the City of Denton, known to me to be the person who signed and executed the foregoing instrument, and acknowledged to me that this in- strument was executed for the purposes and consideration therein expressed Given under my hand and seal of office this the ry' day oEkLAjw &d�' 1998 �,^'"°a,,l JENNIFER K WAITERS 1, v% Notary Public State of Texas t,e/KIIO,"`111'`s My Commission Expires 121998 My Commission Expires *ti / q STATE OF TEXAS COUNTY OF DENTON Before me, the undersigned authority, a Notary Public in and for said State of Texas, on this day personally appeared , on behalf of United Copper In- dustries, Inc, known to me to be the of United Copper Industries, Inc and to be the person who signed and executed the foregoing instrument, and acknowledged to me that tlus instrument was executed for the purposes and consideration therein expressed Given under my hand and seal of office this the #, day of�, 1998 ���oom�amom�n L°`aJENNIFER K WAITERS Notary Public State of Taxes , My Commission Expires 1219 99 it ryPuisin and for the of Texas My Commission Expires \\CH LGL\VGLI\phared\deptV.GL\Gur Documm%\Coniracu\98\umud enppm to abatement cont,=t doc Page 18 EXHIBIT A 14 2 4 6 U 1 1 il 8 DENTON POLICY FOR TAX ABATEMENT I GENERAL PURPOSE AND OBJECTIVES The City of Denton (City), the Denton Independent School District (DISD) and Denton County are committed to the promotion of high quality development in all parts of the city and to an ongoing improvement in the quality of life for its citizens Insofar as these objectives are generally served by the enhancement and expansion of the local economy, the City of Denton, DISD, and Denton County, will on a case -by -case basis, give consideration to providing tax abatement as a stimulation for economic development in Denton It is the policy of the City and DISD that said consideration will be provided in accordance with the procedures and criteria outlined in this document Nothing herein shall imply or suggest that the City, DISD or Denton County are under any obligation to provide tax abatement to any applicant All applicants shall be considered on a case -by -case basis Tax inducements, as described in this policy, will be considered for new, expanding and modernizing basic industries, corporate office headquarters and distribution centers II CRITERIA Any request for a tax abatement shall be reviewed by the Joint Committee on Tax Abatement, said Committee being comprised of two elected officials from each of the taxing entities involved One additional staff person from each jurisdiction shall be appointed to serve as a nonvoti , ex officio member of the committee The Joint Committee on Tax Abatement serves as a recommending body to the taxing entities regarding whether economic development incentives should be offered in each individual case Their recommendation shall be based upon an evaluation of the following criteria which each applicant will be requested to address in narrative format I History and Philosophy of the firm F \SHAREU\DBPINMOTAX ABATENENTNTAX ABATEWNT POLICY dx 25 a) Nature of products and geographic penetration b) Financial statements for past five years or life of firm whichever is shorter c) Chronology of plant openings, closings, & relocations over past 15 years d) Record of mergers and financial restructuring during last five years e) Record of employment and training provided for handicapped and chronically unemployed 2 Project Specifications a) Provide plat of project including all roadways, land use and zoning within 500 feet of site Legal descriptionof site is required b) Is the project a relocation or new facility to expand operations If relocation, give current location c) Project investment in real and personal property at the above site for each of the next ten years d) Project permanent employment for next ten years resulting from the new investment Indicate number of jobs that will be filled by people from outside the metroplex Include estimated average annual salary on new jobs e) What is the total current payroll and the projected payroll when project is completed f) Describe employment training requirements including provisions for training handicapped and chronically unemployed if applicable g) Project utility (gas, electricity, water, etc ) usage for each of next ten years h) Estimate the infrastructure (streets, sewer, water, etc ) requirements necessary to operate the new facility i) Estimate the annual operating budget for next ten years j) Will the occupants of the project be owner or lessees9 If lessees, are occupancy commitments already existing? k) Give the name, address, and telephone number of contact person 26 F \SHARED\DBPT\DVSVC\TAX ABATEMeMTAX AEATEFEHT POLICY d 4246 01 1110 3 The community impact of the project a) Project the value of real and personal property that will be added to the tax rolls b) Using current rates estimate the additional taxes that will be directly generated by the project without considering any proposed abatement for each of the affected taxing entities for each of the next ten years c) For each taxing entity indicate the amount of tax abatement requested for each of next ten years d) Estimate the increase in investment in other local businesses resulting from the project for the next ten years e) Estimate the increased housing needs in the area resulting from the project for ten years f) Estimate the increase in the tax rolls for each taxing entity for the next ten years g) Estimate the infrastructure construction that would be required because of the growth resulting indirectly from the project h) Provide the specific detail of any businesses/residents that will be displaced and assistance that will be available from the requesting entity i) Estimate the increase in students by grade level resulting from the project including the multiplier effect (indirect growth) for the next ten years Show the increase for each impacted school district j) Provide description of any historically significant area included within the project's area If any, give detail of how the historically significant area will be preserved k) Provide information of any detrimental effect on existing businesses, recreational areas, and residential area 1) Provide details of any benefit to an area of the community targeted for revitalization/redevelopment III VALUE OF INCENTIVES The criteria outlined in Section II will be used by the Joint Committee on Tax Abatement in determining whether or not it is in the best interests of the affected taxing entities to recommend that tax abatement be offered to a particular facility Specific considerations will include the degree to which the individual project furthers the goals and objectives of the community, as well as the relative impact of the project New, expanding and modernizing businesses will be eligible for abatement if the minimum F \SRARF.D\DBPTDVSVC\TAX ABATSME"TAX ABATEbOM POLICY dx 27 threshold, as described below, is met Once a determination has been made that a tax abatement should be offered, the value and term of the abatement will be determined by referencing the following table TABLE 1 Establishes maximum length of abatement according to assessed real property value of improvements and personal property VALUE OF STRUCTURE AND PERSONAL PROPERTY MAXIMUM YEARS OF ABATEMENT MAXIMUM PERCENTAGE OF ABATEMENT 100 10 25% 80 9 25% 65 8 25% 50 7 25% 35 6 25% 20 5 25% 15 4 25% 10 3 25% 5 2 1 25% If an existing business is located within the boundaries of the participating jurisdictions and decides to expand or relocate within such boundaries, the actual value of the structure shall be multiplied by 125% prior to utilizing Table 1 If the expanding or relocating business is abandoning any property or improvements within the jurisdictions, the value of this abandoned property shall be subtracted from the new value figure prior to multiplying the value by 125% The tax abatement shall not apply to any portion of the land value of the project Applicants agreeing to extend infrastructure improvements (streets and utilities) to improve other industrial sites which can be marketed by the Chamber of Commerce Economic Development Director may be eligible for a greater tax benefit than those described above by utilizing tax increment financing procedures The offering of such an inducement will be evaluated on a case -by -case basis dependent upon the applicant's ability to make available improved industrial sites FAHARED�DEPMVSVCGAX ABATEMEN7%TAX ABATEA®NT POLICY d 28 Preliminary Application IV PROCEDURAL GUIDELINES Any person, organization or corporation desiring that the City or DISD consider providing tax abatement to encourage location or expansion of facilities within the limits of the jurisdictions shall be required to comply with the following procedural guidelines Nothing within these guidelines shall imply or suggest that either the City, or DISD, is under any obligation to provide tax abatement to any applicant A Applicant shall complete the attached "Application for Tax Abatement " B Applicant shall address all criteria outlined in Section II above in narrative form C Applicant shall prepare a map showing the precise location of the property and all roadways within 500 feet of the site D If the property is described by metes and bounds, a complete legal description shall be provided E Applicant shall complete all forms and information detailed in items A through D above and submit them to the City Manager, City of Denton, 215 E McKinney, Denton, TX 76201 Application Review Steps F All information in the application package detailed above will be reviewed for completeness and accuracy Additional information maybe requested as needed G The application will be distributed to the appropriate City and DISD departments for internal review and comments Additional information maybe requested as needed H Copies of the complete application package and staff comments will be provided to the Joint Committee on Tax Abatement F VSHARED\DBPMVSVC%TAX ABATCMEHTTAX ABATEMENT POLICY d 29 Consideration of the Application I The Joint Committee on Tax Abatement will consider the application at a regular or called meeting(s) Additional information maybe requested as needed J The recommendation of the Joint Committee on Tax Abatement will be forwarded, with all relevant materials, to the chief administrative office of each taxing entity K If the City Council of Denton decides to grant a tax abatement it shall consider a resolution calling a public hearing to consider establishment of a tax reinvestment zone in accordance with Section 312 201 of the Tax code and meeting one or more of the criteria of Section 312 202 of the Tax Code L The City Council of Denton shall hold the public hearing and determine whether the project is "feasible and practical and would be of benefit to the land to be included in the zone and municipality in accordance with Section 312 201 " Special consideration shall be given to policies noted in the Denton Development Plan when designating a tax reinvestment zone M The City Council of Denton may consider adoption of an ordinance designating the area described in the legal description of the proposed project as a commercial/industrial tax abatement zone N The City Council may consider adoption of an ordinance or resolution approving the terms and conditions of a contract between the City and the applicant governing the provision of the tax abatement and the commitments of the applicant including all the terms required by Section 312 205 of the Tax Code and such other terms and conditions as the City Council may require Should the commitments subsequently not be satisfied, the tax abatement shall be null and void, and all abated taxes shall be paid immediately to the City of Denton and all other taxing jurisdictions participating in the tax abatement F\SHABBD\DRPrDVSVGTAX ABATEAMNTTAX ABATENMNT POWCY din 30 [4,2L46 J 1 11-,4 agreement Provisions to this effect shall be incorporated into the agreement O The governing bodies of the various taxing entities may consider ratification of and participation in the tax abatement agreement between the City of Denton and the applicant Any tax abatement agreement will address various issues, including, but not limited to, the following 1 General description of the project, 2 Amount of the tax abatement and percent of value to be abated each year, 3 Method of calculating the value of the abatement, 4 Duration of the abatement, including commencement date and termination date, 5 Legal description of the property, 6 Kind, number, location and timetable of planned improvement 7 Specific terms and conditions to be met by applicant; 8 The proposed use of the facility and nature of construction, 9 Contractual obligations in the event of default, violation of terms or conditions, delinquent taxes, recapture, administration and assignment Annual Evaluation Upon completion of construction, the Joint Committee on Tax Abatement shall annually evaluate each facility receiving abatement to insure compliance with the agreement and report possible violations of the agreement to the taxing entities F\HARBDTRPTDVSVC%TAX ABATEWNTTTAX ABATEMENT POLICY doe 31 Transfer or Assignment A contract for tax abatement may be transferred or assigned by the original applicant to a new owner upon the approval of the various taxing jurisdictions after such a recommendation is made by the Joint Committee on Tax Abatement F �HARMDWrQVSVCNTM ABATBMBNiTPAX ABATBMBNT POLICY dx 32 L7111LI, „B" 142146 0 1 1 1' 6 ALL that certain lot, tract or parcel of land lying and being situated in the City and County of Denton, State of Texas, being part of the M. Forrest Survey, Abstract Number 417 and being more particularly described as follows: BEGINNING at the southwest corner of" 6566 acre tract described as Tract III by Special Warranty deed conveyed to Albertson's Incorporated recorded in Volume 3205, Page 214 of the Real Property Records of Denton County, Texas, said point also lying on the north line of U.S. Highway 380; THENCE South a distance of 63 feet to the centerline of said U.S. Highway 380; THENCE Northeasterly along the centerline of U.S. Highway 380 a distance of 4,303 feet to a point for corner; THENCE North passing at 63 feet the north right -of way line of U S. Highway 380 and continuing along the east line of a 28 acre tract, conveyed to D.C. Bullard, et ux by deed recorded in Volume 432, Page 149 of the Deed Records of Denton County, Texas, continuing North and passing the northeast corner of said Bullard tract and continuing North to a point in the centerline of Fishtrap Road; THENCE Westerly and northwesterly along the centerline courses of Fishtrap Road a distance of 3,210 feet to a point for corner, said point being the intersection of the centerline of Fishtrap Road and the centerlbne of the Union Pacific Railroad; THENCE Southwesterly along the centerline of the Union Pacific Railroad a distance of 1,710 feet to a point for corner; THENCE South passing at 64 feet the most northerly northwest corner of said ".6566 acre Albertson's tract and continuing a total distance of 240 feet to a point for corner, said point being the northwest corner of a 1.457 acre SAVE di EXCEPT tract described as Tract 11 In said Albertson's deed recorded In Volume 32M Page 214 R.P.R.D.C.T.; THENCE Southeasterly along the northeast but of said 1.457 acre it a distance of 564 feet to a point for career, said point being the southeast corner of said IA57 acre tract; THENCE South along the west line of a LI14 acre tract described as Tract I in said Albertson's deed recorded in Voleae 32059 Page 214 R.P.R.D.C.T. a distance of 662 to the southwest corner of said 2.114 acre tract; THENCE West a dhrtaace of 69 feet to the most southerly northwest corner of said ".6566 acre Albertson's tract-, THENCE South a distance of 185 feet to the POINT OF BEGINNING and containing 163 acres of land. 33 n ° 0 0 6 00 q0 � � 8 I EXIII7IT ^ 4246 o I I [iU UNITEd COPPER lNdusneE5 Application for Tax Abatement Prepared for Proposed Denton Site December 12, 1997 35 '134 UNITEd COPPER INdusTRIES TABLE OF CONTENTS Section I EXECUTIVE SUMMARY Section ll APPLICATION FOR TAX ABATEMENT Section III NARRATIVE SECTION OF APPLICATION Secxion 1V PROPOSED BUILDING LAYOUT Section V AERIAL OF SITE Section VI LEGAL DESCRIPTION OF SITE 36 Trammell Crow DallavlFort Worth 42Lsu U 1 150 %IINITEdICOpPER IWUSTRIES a December 12 1997 We are pleased to have the opportunity to submit this application for tax abatements to your council Trammell Crow started working with United Copper during the third quarter of 1996 We Successfully helped them secure a 110 000 square foot distribution facility in Coppell Halt of this tacility is currently being used by one of their sister companies, Cambridge -Lee Industries Cambridge -Lee Industries is a distnbutor of copper tubing The balance of the warehouse is used by United Copper tot distribution purposes Along with a variety of other US businesses, Cambndge-Lee and United Copper are owned by IUSA or United industries a privately held diversified Mexican conglomerate The long term plan of United industries is to develop a National Headquarters in North Texas We have secured the 91 acre site as a possible location for them to kick-off their US developments The first phase of this project will be to build the corporate headquarters tot United Copper industries, their national distribution center and the integrated copper wire and cable manufacturing facility We feel that this facility will serve as a flagship on the east side of Denton for future developments The building will be a showpiece which should act as a magnet for other developments in the area in addition to the jobs created and the tax dollars generated, we feel this project will be viewed as a statement towards our willingness to develop future business with Mexico We are very excited about this project The econonuc incentives offered will be a key part of the over-all evaluation of where to locate this operation We look forward to working with you Sincerely, TRAMMEL ( COMPANY Seth T Kelly �A 4 Dave D Noble 37 Trammell Crow Dallas/Fort Worth VA 4246 u I I b I 4 a 10 ;, UNITEd CoppER IN&STRIES I Property Owner: APPLICATION FOR TAX ABATEMENT Albertson s Inc 250 ParkCenter Boulevard Boise Idaho 83726 Attn Mike Baldner Phone # 208 395 6695 Under contract for sale to Trammell Crow Company (Developer) 2200 Ross Avenue Suite 3700 Dallas, Texas 75201 Attn Seth T Kelly Phone # 214 979 6144 2 Property Owner's Representative: 3 Property Address: 4 Located within: 5 Description of Project: (SEE ABOVE) 2727 Geeshng Road (Estimate of street address) Denton, Texas 76208 City of Denton Denton County Approximately 91 acres located at the northwest comer of 380 and Geeshng The building will be approximately 420,000 square feet and shall face Geeslmg Road (See attached site plan) 6 Date projected for occupancy of projectlinitiation of operations: January 1999 38 Trammell Crow Dallac/Fort Worth ;i2 4246 0 I i UNned COppER MUSTRIES a NARRATIVE QUESTION/ANSWER SECTION OF APPLICATION 1 I History and Philosophy of the firm. a) Nature of products and geographic penetration The primary products to be manufactured at this facility will be TYPE THHN conductor copper wire for the commercial construction market and TYPE NM-B conductor copper wire for the residential construction market The facility will have the capacity to produce 120,000,000 pounds of each wire type per year In addition to the manufacturing or these wires the company will complement their inventory with other related products that will be produced elsewhere The Company will deliver product to all 48 contiguous states b) Financial statements for the past five years or life of firm whichever is shorter Because the concern is privately held and has no desire to have the financial statements to be of pubhe. re(.ord, we would like to request a private meeting to review the financial condition of the entity 4 2 Project Specifications: a) Provide plat of project including all roadways, land use and zoning within 500 feet of the site. Legal description of the site is required. (SEE SECTIONS 1V, V AND VI) b) Is the project a relocation or new facility to expand operations? IP relocation, give current location. This is a proposed new facility United Copper currently has a 50,000 square foot distribution facthty located at 1110 Executive Drive, Suite 500, Coppell, Texas 75019 This facility was leased February 15 1997 for a term of three years and six months United Copper has a subtenant prepared to move into this facihty when they move their distribution operations to Denton IL a39 Trammell Crow DultaT/Fart Worth UNrrrd CAPPER MUSTRIES L) Project investment in real and personal property at the above site for years 1, 5, and 10 Real Property Personal Property Year $10,000,000 $27,102,000Equipment $37,500,000 Inventory Year 5 (Same as above + inflation) Year 10 (Same as above + inflation) d) Project permanent employment for the next ten years resulting from the new investment Include estimate average annual salary on new jobs. Employment Averaee Salary Year 1 260 $34,000 Year 2 325 $36,000 Year 3 390 $38,200 Year 4 455 $40,000 Year 5 520 $42,900 Year 6 576 $45,500 Year 7 628 $48,200 Year 8 680 $51,100 Year 9 732 $54,200 ' Year 10 800+ $57,450 ' e) What is the total current payroll and the projected payroll when the project is completed9 Current payroll $3,100,000 at Distribution facility in Coppell Payroll at completion $8,840,000 per year ' f) Describe employment training requirements if applicable. The average worker will need to be highly trained in order to operate the state of the art ' production equipment to be install in this facility The company plans on working with local educational institutions to help supply them with this training I t t40 Trammell Crow Dallas/Fort Worth 4 24 6 5d1 f�; �,IUNITEd CoppER WOMB \J �I Project utility (gas, electricity, water, etc ) usage for years 1, 5 and 10 Gas Electric Year 1 204 million cu/ft/year 14 4 trullion kw/hrs We do not expect the utility consumption to increase until future production facilities are built on the site There are no special water requirements h) Estimate the infrastructure (streets, sewer, water, etc ) requirements necessary to operate the new facility. 14 It will be necessary to bring both water and sewer lines to the site Additionally, Geeshng Road will need to be widened and paved i) Will the occupants of the project be owner or lessees') If lessees, are occupancy commitments already existing? Lt is undecided at this time �) Give the name, address, and telephone number of the contact person. Mr Dean Brown If United Copper Industries l 110 Executive Drive Suite 500 14 Coppell, Texas 75019 PH 972 3916979 Mr Seth T Kelly (Project Coordinator) Trammell Crow Company 2200 Ross Avenue Suite 3700 Dallas, Texas 75201 PH 214 979 6144 Mr Dave Noble (Development Coordinator) Trammell Crow Company 2200 Ross Avenue Suite 3700 Dallas, Texas 75201 PH 214 979 6582 N 0 41 Trammell Crow Dallas/Fort Worth S UNITEd CopPEN INdUSTNIEi 3 The community impact of the project: (SEE EXECUTIVE SUMMARY) 42 Trammell Crow DallaTlFort Worth SVX31 NO1NM -,UITOVJ IVIUISn(3NI '11111164§.~ M a r � 0 .wr.w'.nw�/Nw�% � �Y d1117Hip t ff I . q..y.w1..11wIwIM.M�..awwn. w "'off I I _ I i I I N m v ;! 43 I m v 3 Occ a E E c H N C c0 b� t Z ry — 4 y>y Z Udi all o n i N �I r N t0 d7 1 i 1 'J 11, i ♦ r 14 • Q I n N t` OI pS$ ` � T � N Q � opt N 01 / $ n % ' n _ L _ {LZ.JI d N —' E � aF 0 d C �g W E • CCE U t + F O U `og � c y v� u w jr LL to i QQco 45 it 4246 SCHEDULE`2 u1i59 M 4246 U SCHEDULEI to Contract of Sale Tract I All that certain tract or parcel of land situated in the MOREAU FORREST SURVEY, aSTRACT NO 417, Denton County, Texas, being part of a certain (called) 3 465 acre tract deeded by Margsam Investment Co , Inc to James C Payne on the 4th day of February, 1965 and recorded in Volume 522, Page 501, Deed Records, Denton County, Texas, and being more fully described as follows BEGINNING at the Northeast comer of said 3 465 acre tract, THENCE South 00 deg 59 min 25 sec West, along and near a fence on the East boundary line of said 3 465 acre tract, a distance of 696 90 feet to an iron pin, THENCE South 85 deg 13 min 12 sec West, along a fence a distance of 130 67 feet to a point, THENCE Notch 00 deg 59 min 25 sec Fast, a distance of 661 89 feet to a point in the Southwest nght-of-way of an easement to Texas Municipal Power Agency recorded in Volume 1167, Page 260, Deed Records of Denton County, Texas, THENCE North 38 deg 18 min 38 sec West, along said easement right-of-way a distance of 57 46 ' feet to a point in the North boundary line of said 3 465 acre tract, THENCE North 89 deg 43 min 16 sec East, along a fence a distance of 166 44 feet to the POINT OF BEGINNING, and containing 2 114 acres of land, more or less Tract lI LOT 1B of the MARG-SAM SUBDIVISION, an Addition to the City of Denton, Texas, according to the Replat thereof recorded in Cabinet H, Page 237, Plat Records, Denton County, Texas Tract III All that certain tract or parcel of land situated in the M FORREST SURVEY, ABSTRACT NO 417 and the T H LIVING SURVEY, ABSTRACT NO 729, Denton County, Texas, being all Of TRACT 2 of the MARG-SAM SUBDIVISION, an Addition to the City of Denton, Texas, according to the plat thereof recorded in Volume 11, Page 25, Plat Records, Denton County, Texas, and being more fully described as follows to it 47 BEGINNING it a found iron pin on the south right-of-way of the Texas and Pacific Railroad at Its intersection with the middle of Mingo Road, said comer being the North Northeast corner of said Tract 2 in the T H Living Survey, THENCE South 27 deg 35 min 18 sec East in Mingo Road past the South boundary line of the I T H Living Survey, which is the North boundary lute of the M Forrest Survey and continuing a distance or 310 97 feet to an iron pin at a turn in Mingo Road, THENCE South 83 deg 15 min 31 sec East in Mingo Road a distance of 776 97 feet to a railroad spike in the middle of Geesling Road and the East Northeast corner of Tract 2, THENCE South 02 deg 19 nun 32 sec West in Geesling Road a distance of 1456 80 feet to an iron pin at the beginning of a flare of U S Highway 380, ' THENCE South 41 deg 54 min 15 sec West a distance of 156 52 feet to a right-of-way monument at the end of said flare, THENCE South 80 deg 37 min 58 sec West with the North right-of-way of U S Highway 380 along and near a fence a distance of 847 97 feet to a right-of-way monument, THENCE South 74 deg 47 min 24 sec West with the North boundary line of said Highway a f distance of 10106 feet to a right-of-way monument, THENCE South 80 deg 38 min 00 sec West with the North boundary line of said Highway a distance of 1140 23 feet to a fence corner at the South Southwest comer of Tract 2 and the Southeast comer of tract described in a Deed from James C Payne, Sr , et al to Paul L Lubbers, et ux, and recorded in Volume 604, Page 351, Deed Records of Denton County, THENCE North 00 deg 49 min 39 sec East with said fence a distance of 259 11 feet to a fence corner at the Southwest corner of a 3 465 acre tract described in a Deed from Margsam Investment Company, Inc to James C Payne, and recorded in Volume 522, Page 501, Deed Records of Denton County, THENCE North 85 deg 13 min 12 sec East with a fence a distance of 199 71 feet to a fence corner at the Southeast corner of said 3 465 acre tract, THENCE North 00 deg 59 min 25 sec East with a fence a distance of 696 91 feet to a fence comer at the Northeast corner of said 3 465 acre tract, THENCE South 89 deg 43 min 16 sec West along and near a fence a distance of 779 34 feet to an iron pin at the Southeast comer of dedicated Mary Lee Road, THENCE North 00 deg 45 min 17 sec East a distance of 70 0 feet to an iron pin at the Northeast corner of Mary Lee Road on the South boundary line of Tract 1 of Marg-Sam Subdivision as shown on the plat recorded in Volume 11, Page 25, Plat Records, Denton County, 48 THENCE North 89 deg 40 min 25 sec East with a fence a distance of 294 48 feet to an iron pin at the Southeast corner of Tract 1, THENCE North 00 deg 37 min 05 sec East along and near a fence a distance of 504 31 feet to an iron pin on the South right-of-way of the T & P Railroad, THENCE Northeasterly with the South right-of-way of the T & P Railroad around a curve to the left having a central angle of 10 deg 09 min 33 sec, a chord of North 65 deg 37 min 34 sec East 44158 feet, a radius of 2493 69 feet, and an arc distance of 442 16 feet to the end of said curve, THENCE North 63 deg 32 min 48 sec East with the South boundary line of said railroad 1294 50 feet to the POINT OF BEGINNING, containing 90 6566 acres of land, more or less SAVE AND EXCEPT THE FOLLOWING THREE PARCELS OF LAND SAVE AND EXCEPT TRACT I All that certain tract or parcel of land situated in the MOREAU FOREST SURVEY, ABSTRACT NO 417, Denton County, Texas, being a part of a certain (called) 90 4 acre Tract II of MARG- SAM SUBDIVISION in the Moreau Forrest Survey, recorded in Volume 11, Page 25, Plat Records of said County, and being more fully described as follows BEGINNING at the Southeast comer of Tract I of said Marg-Sam Subdivision, also being the Southeast corner of a called 5 0 acre tract deeded by J R Neblett, et ux, to Safety-Kleen Corporation on the 27th day of September, 1974 and recorded in Volume 724, Page 190, Deed Records of Denton County, Texas, THENCE South 00 deg 37 min 05 sec West a distance of 70 25 feet to a point in the North boundary line of a called 4 0 acre tract deeded by J C Payne, et ux, to Safety-Kleen Corporation on the 24th day of January, 1979 and recorded in Volume 934, Page 798, Deed Records of Denton County, Texas, THENCE South 89 deg 43 min 25 sec West, along the North boundary line of said 4 0 acre tract a distance of 294 60 feet to the Southeast corner of Mary Lee Road (dedicated portion), THENCE North 00 deg 45 min 17 sec East, a distance of 70 01 feet to the Northeast corner of Mary Lee Road (dedicated portion), MTHENCE North 89 deg 40 min 34 sec East, a distance of 294 44 feet to the POINT OF BEGINNING and containing 0 474 acres of land, more or less is J is 49 e4246 0 4 163 I I I I u SAVE & EXCEPT TRACT II All that certain tract or parcel of land situated in the MOREAU FORREST SURVEY, ABSTRACT NO 417, Denton County, Texas, being a part of a certain (called) 90 4 acre Tract 11 of MARG,;SAM SUBDIVISION in the Moreau Forrest Survey, recorded in Volume 11, Page 25, Plat Records of said County, and being more fully described as follows COMMENCING at the Northeast corner of Tract I of said Marg-Sam Subdivision, THENCE South 00 deg 37 min 05 sec West along the East boundary line of said Tract I and the Northern West boundary line of said Tract 11 a distance of 175 59 feet to a point in the Southwest right-of-way of an easement to TMPA, recorded in Volume 1181, Page 955, Deed Records and at the POINT OF BEGINNING, THENCE South 38 deg 18 min 38 sec East, along said easement right-of-way a distance of 506 44 feet to a point in the North boundary line of a called 3 465 acre tract deeded by Margsam Investment Co , Inc , to J C Payne on the 4th day of February, 1965 and recorded in Volume 522, Page 501, Deed Records, Denton County, Texas, THENCE South 89 deg 43 min 25 sec West, passing at 43 80 feet the Northeast corner of a called 4 0 acre tract to Safety-Kleen Corporation, recorded in Volume 934, Page 798, Deed Records Denton County, Texas, a total distance of 318 26 feet to a point, THENCE North 00 deg 37 min 05 sec East, passing at 70 25 feet the Southeast comer of said Tract I, a total distance of 398 94 feet to the POINT OF BEGINNING and containing 1 457 acres of land, more or less SAVE AND'iEXCEPT Legal Land Description for Parcel 17 BEING 3,382 square feet or 0 0776 acres of land, more or less, situated in the Moreau Forrest Survey, Abstract Number 417, the City of Denton, Denton County, Texas, and bemg a part of Tract 2 of the Marg-Sam Subdivision, an addition to the City of Denton, Texas, as recorded in Volume 11, Page 25, Plat Records of Denton County, Texas, and being a part of the land conveyed to Alpha Beta Company, a Delaware corporation, by deed as recorded in Volume 1542, Page 149, Deed Records of Denton County, Texas, said 3,382 square feet or 0 0776 acres of land being more particularly described by metes and bounds as follows COMMENCING at an iron rod found being the southwest comer of Tract 2 of said Marg-Sam Subdivision and the southeast comer of a tract of land conveyed to Paul L Lubbers and wife, Virginia L Lubbers, by deed as recorded in Volume 604, Page 351, Deed Records of Denton County, Texas, and being in the existing northern right of way line of U S 380, 1 50 4�4G 01164 THENCE North 80 degrees 43 minutes 02 seconds East along the existing northern right of way line of U S 380 for a distance of 468 35 feet to an iron rod set in the new northern right of way line of U S 380, at the POINT OF BEGINNING, (1) THENCE North 74 degrees 16 minutes 15 seconds East along the new northern right of way Lute of U S 380 for a distance of 100 64 feet to an iron rod set at an angle point, (2) THENCE North 80 degrees 43 minutes 55 seconds East along the new northern right of way line of U S 380 for a distance of 200 00 feet to an iron rod set at an angle point, (3) THENCE North 87 degrees 08 minutes 05 seconds East along the new northern right of way line of U S 380 for a distance of 100 63 feet to an iron rod set in the existing northern right of way line of U S 380, (4) THENCE South 80 degrees 43 minutes 02 seconds West along the existing northern right of way line of U S 380 for a distance of 400 00 feet to the POINT OF BEGINNING, and containing an area of 3,382 square feet or 0 0776 acres of land, more or less '1 ' L,z4b E SCHEDULE : 52 e Ir246 U 1 1 66 SCHEDULE _-?r 1 0ARC=' I OT 2R a Repeat of Lots 1. 2 and 3 of SOUTHRIDG-c VILLAG-c SHOPo_YG CENTER, an Addition to the C,ty of Dentor, Texas, according to the plat the-aof recorded n Cabiret E, Slide 352, Plat Records, Denton County, Texas PsRr_- I: (E;SE4E4- ESTATES) TRACT A. Be ng a tract or parcel o- land containing 6.0000 acres, situate: n the John McGowan Survey, Abstract No. 797, Denton Court/, Texas, being a :art of that certain (called) 4.90C acre tract deeded by Robert Glen Nicholsc-, at ux, to Johr Porter on the 27th day of May, 1966, and recorded in Volume :33, Page 538, D.C.D R., same being out of a certain 18 712 ac-e tract, as :e- plat of Nash Corporation, Cons..lting Engineers, in Denton, Texas, datea .--is 3, 1983. said 6 0001 acres being iore particularly described by metes arc -cunds as follows: "t COMMENCING at the Nort-west corner of said 4.900 ac-e tract, sane being on the �! Southwest R.O.W. line of Interstate Highway No. 35E, and being a so on the East line of J. W. Erwin Subdivision (recorded in Volume 337, Pace 350, D.C.D.R.); THENCE, South 39 degrees 02 minutes 00 seconds East, along said Southwest R.0 W line, a distance of 68.60 feet to an argle point, THENCE, South 47 degrees 27 minutes 00 seconds East, continuing along said Southwest R O.W. 1ins, a distance of 34.20 feet to a point, same oeing the most Easterly corner of a certain 0.127 acre tract and also being the point of intersection of said Southwest R.O.W. line with the Westerly R 0 W. line of Ridgeway Drive (based on a width of 80 feet); THENCE, South 47 degrees 27 minutes 00 seconds East, continuing a,eng said Southwest R.O.W. line, a distance of 80.00 feet to a point of ir:ersection of said Southwest R.O.W. i.ne with the Easterly R O.W. line of saic Ridgeway Dive, same being the acst Northerly corner of a certain 0 772 ac-e tract (_ct -, Block 1 of the %nrting Subdivison), THENCE, Scutn 47 degrees :7 minutes 00 seccncs East, continuing a ong said Southwest R 3 W. line, a distance of 230 50 feet to an angle Po,-t, THENCE. South 53 degrees 47 minutes 26 seconds East, continuing a ong said Sou :-west R 0 W line, a c,stance of 452.34 feet to an angle po THENCE, South 47 degrees :7 minutes 01 seconds East, continuing along said Sou: -west 0 O.W line, a 'instance of 48 _i rest to tre most Norte iy corner ane PCiNT OF BEGINNING :- the tract herein described. The"NCE, South 47 degrees_ 27 minutes 01 seconds East, continuing a org said 53 b R 0 W. l r,e, a distance of 331 32 feet to a point for the most Easterly corner of the tract hey-e,n described, THENCE, South 44 degrees 43 minutes 54 seconds West, departing said Southwest R 0 W l ne, a distance of 361 07 feet to a point for corner, THENCE, North 45 degrees 16 minutes 06 secords West, a distance or 9.08 feet to a po rt for corner, iE'ICE, South 44 cegrees 43 minutes 54 seconcs West, a distance or 4 00 feet to a point for corner, , r THENCE, South 00 degrees 16 minutes 06 seconds East, a distance c- 11.31 feet to a point for corner; THENCE, South 44 degrees 43 minutes 54 seconds West, a distance o- 110 00 feet to a point for corner, THENCE, South 00 degrees 16 minutes 06 seconds East, a distance or 40.76 feet to a point for corner; THENCE, South 89 degrees 43 minutes 54 seconds 'West, a distance c, 250 94 feet to a point for the most Southeast Southwest corner of the tract narein descrtbec; THENCE, North 00 degrees 53 minutes 08 seconds West, a distance or 446 39 feet to a point on the South line of said 4.900 acre tract; THENCE, North 89 degrees 17 minutes 08 seconds West, along said South line, a distance of 185.18 feet to a point on the East R O.W line of sa:c Ridgeway Drive, being the most Westerly Southwest corner of the tract herein described; THENCE, North 00 degrees 05 minutes 14 seconds West, along said East R O.W. line, a distance of 45.00 feet to a point for corner; THENCE, North 89 degrees 54 minutes 46 seconds East, departing said East R O.W. line, a distance of 211.74 feet to a point for corner; THENCE, South 45 degrees 05 minutes 14 seconds East, a distance of 30 00 feet to a point for corner; THENCE, South 00 degrees 05 minutes 14 seconds East, a distance c- 226.37 feet to a pc . for corner; "FENCE, Nc^th 44 degrees 43 minutes 54 seconds East, a distance cr 290 00 feet to a poi for co—ier, THENCE, Ncr:h 45 cagreas 16 minutes 06 seconds Wes:, a distance c- 37.00 feet to a po,n: for corner, THENCE, Ncrth 44 degrees 43 minutes 5- seconds East, a distance cf 348.46 feet to the PC'Ni OF BEGINNING, containing 41 thin these metes and b0l.nc4, 6,0000 acres (26-,363 sq-are feet) of land, nore o- less 54 es2�aG i� 9 160 ll TRACT B' Be n9 a tract or parcel or, laid cortaining 6 4:03 acres s uated r the John McGowan Si.-+ey, Abstract He. 797, Oerton County, Texas, be ng a ;art of that certain (ca;led) 4 900 acre tract deeded by Robert Glen Nicholsc-, et ux, to John Porta- on the 27th day of May, 1966, and reccred in Volume 5:8, D C D R , same be ng out of a certain 18.712 ac-e tract, as Pe- ; at of Nasa Corporaticr, Consulting Engineers in Denton, Texas, dated June 983, said 6 4303 ac-e tract beerc more particularly described by metes anc counds as follows: 14 COMMENC?,NC at the Nor nerly corner or said 4 900 ac-e tract, sane being on the Southwest R 0 1, line cr interstate Highway No 35E and also be -e on the East boundary l ne of the J 'A. Erwin Suodivision (recorced in Volume ::7, Page 350, D.C.D R.), THENCE, South 39 degrees 02 minutes 00 seconds East, leaving saic East boundary line of J.W. Erwin Subdivision and along said Southwest R 0 W line of Interstate Highway No. 35E, same being the North boundary lire of said 4 900 acre tract, a distance of 68.60 feet to an angle point, THENCE, South 47 degrees 27 minutes 00 seconds East, continuing a,crg said Southwest R.O.W. line, same being the North boundary line of sa,c 4 900 acre tract, a distance of 34.20 feet to a point, same being the most Easterly corner of a certain 0.127 acre tract and also being the point or intersection of said Southwest R.O.W. line with the Westerly R 0 W. line of Ricgeway Drive (based an a width of 80.00 feet); THENCE, South 47 degrees 27 minutes 00 seconds East, continuing along said Southwest R.O.W. line, same being the North boundary line of laic 4,902 acre tract, a distance of 80.00 feet to a point of intersection of said Southwest R D.W. line with the Easterly R.O.W. line of Ridgeway Drive, same being the most Northerly corner of a certain 0.772 acre tract (Lot 1, Block 1 of the Dunning Sucdivision); THENCE, South 47 degrees 27 minutes 00 seconds East, continuing along said Southwest R.O.W. line, same being the North boundary line o` saic 4.900 acre tract, a c stance of o°.00 feet to the POINT OF BE:iNNING of the tract herein descrioec, ',ENCE, Se,.tn 47 degrees 27 minutes 00 seconds East, continuing along said Southwest R 0 'W l re, same being the North bounear, line of laic 4.900 acre tract, a c stance of 30 50 feet to the Nort`ieast cc--er or said 900 acre :-ac:, sare te,ng a co^rer of the tract herein des: -,bed, THENCE, So..:`, E3 eagrees 4' minutes 25 second: East, continuing cng said Southwest ; 0 'W line, a distance cf 34 feet to a corner of ,,a t-act herein cesc-,:ed, THENCE, So_:- 47 cegrees 27 minutes 01 secordc East, continuing =- c-:g said 55 1 169 Southwest R,O.'W. line, a distance or 48 17 feet to the most Easterly corner of the tract herein ease- zed, THENCE, So..th 44 cegrees 43 minutes 54 seconds West, leaving said Southwest R.0 W line, a distance of 348.46 feet to an interior corner of -he tract herein described; THENCE, Szutti 45 cegrees 15 minutes 06 seconcs East, a distance or 37.00 feet to a correr of the tract `;erain described, ThENCE. South 44 degrees 43 minutes 54 seconds West, a distance c- 290 00 feet to the most Southerly cz^her of the tract he-ein described, THENCE, North 00 degrees 05 minutes 14 seconcs West, a distance cr 226.07 feet to an interior corner c' the tract herein described, THENCE, North 45 degrees 05 minutes 14 seconds West, a distance er 30 00 feet to an interior corner or the tract herein desc n bec, THENCE, South 89 degrees 54 minutes 46 seconds West, a distance c- 211.74 feet to a point on the East R O.W. line of Ridgeway Drive, same being :he most Westerly Southwest corner of the tract herein described, THENCE, North 00 degrees 05 minutes 14 seconds West, along said Easterly R.O.W. tine of Ridgeway Drive, a distance of 464.91 feet to the point of curve of a curve to the right having a central angle of 42 degrees 38 minutes 00 seconds, a radius of 329.71 feet and a length distance of 245.334 reet, THENCE, in a Northerly direction, continuing along said Easterly R O.W. line of Ridgeway Drive, following said curve to the right, a length distance of 20.334 feet to a point an the are of said curve to the right, same being the most Westerly Northwest corner of the tract herein described, IN THENCE, South 71 degrees 13 minutes 16 seconds East, leaving said Easterly R.O.W. line of Ridgeway Drive and along the South boundary tine of said 0.772 acre tract, a distance of 144.00 feet to an interior corner of the tract 10 herein described; 10 THENCE, North degrees 24 minutes 07 seconds East, along the Easterly boundary Iine.� ;aid 0.772 acre tract, a distance or 150.00 fee: to a point on the Southwe i.O.W. i re of said Interstate Highway No. 35E, same being P the mesa Essterly corns- zf said 0.772 acre tract, and also been; the POINT O BEGINNING c= the tract -a-e;n described, containing within these .etes and ' bounds 6.43J3 acres (252,:05 square rest) of land, more or less TRACT C; Being a tract or parce, c' land conta nirg 5 2971 aces of land, s,tuated in the John McGowan Survey, Abstact No 797, Denton Ccunty, Texas, :eing a part of that c*-:ain (callee' 4 900 ac-e tact deeded by Robert Glen N-cholson at ux, to John Porte- on :-a 27th day c^ ray, 1965, are recorded in :ziume 538, 0 56 Page 538, D C D R., s:^e being out of a certain 18 712 acre tract, as per plat of Nash Corooration, C_-sulting Engineers in Denton, Texas, dated June 3, 1983, saic 5.2971 ac-s tract beirg more par'iculariv desc-ibed cy metes and oounds as rollows- COMMENC;4G at tFe Ncrrerly corne" of said 4 900 ac-e tract, same being on the Southwest R.O.W line Or Interstate Highway No 35E arc also be —c on the east boundary line of the . W -Erwin Subdivision (rer_-.ea in Vol,.me :37, Page 350, D,C M.), THENCE, South 39 deg-aes 02 minutes 00 seconds East, leaving sa c Eas: boundary line of J.W =-ain Subdivision and along said Southwest R 0 W. line of Interstate Highway :5c, same being the North be-ncary lire or sa d 4 900 acre tract, a distance of 68.60 feet to an angle point, THENCE, South 47 degrees 27 minutes 00 seconds East, continuing along said Southwest R.O.W. line, same being the North boundary line of saic : 900 acre tract, a distance of 1.4,22 feet to a point, same be ng the most easterly corner Of a certain 0.-:7 acre tract and also beirc the point or intersection of said Southwest R.0 W. line with the Westerly R 0 a. line of R.cgeway Drive (based on a width of 80 00 feet); THENCE, South 47 degrees 27 minutes 00 seconds East, continuing along said Southwest R.O.W. line, same being the North bounda-v line of sa a 4.900 acre tract, a distance of 80.00 feet to a point of inte-section of sa". Southwest R.O.W. line with the Easterly R.O.W. line of said Ridgeway Drive, same being the most Northerly corner of a certain 0.772 acre tract (Lot 1, Block 1 of the Dunning Subdivision) as recorded in Cabinet "C", Pages 355 and 356, D C P R.; THENCE, South 47 degrees 27 minutes 00 seconds East, continuing along said Southwest R.O.W. line, same being the North boundary line of said 4.900 acre tract, a distance of 230.53 feet to an angle point, same being the Northeast corner of said 4.910 acre tract; THENCE, South 53 degrees 47 minutes 26 seconds East, continuing along said Southwest R.O.W. line, a distance of 452.34 feet to an angle point, THENCE, South-47 degrees 27 minutes 01 seconds East, continuing along said Southwest R. line a distance of 379.49 feet to tre POINT OF BEGINNING of the tract h e- :ad; THENCE, Scuth 47 degrees 27 minutes 01 seconds Eas:, continuing alorg said Southwest R.O.W. lire a :,stance cf 348.61. feet tc a point for caner of the tract hera,n describec; THENCE, Scuth 24 degrees 48 .minutes 43 seconds East, a distance cr 85.19 feet to an interior corne :' the tract ne-ein described, same being on the West R.0 W. lire of a 50 road easere"t (recorded it Volume 333, Page 19, D C D R); THENCE, South 00 degrees -3 minutes 21 secards East, along the West R.B.W. line of said 50 foot -:a: R.0 W easement, a dista-:a Of 184.53 -set to a Point for tna Southeast ..rrer of the tract hereir :ascribed, 57 L4240 01171 P4THENCE, South 89 degrees 43 minutes 54 seconcs West, a distance of 752 29 feet to the most Southwesterly corner of the tract herein described, THENCE, North 00 degrees 16 minutes 06 seconds 'West, a distance of 40.76 feet to a corner of the tract herein described, ir'ENC5, North 44 degrees 43 minutes 54 seconcs East, a distance o- 110 00 feet to an interior corne- or the tract herein descritec. THENCE. North 00 cegrees 16 minutes 06 seconds West, a distance or 11 31 feet to a corner of the tract herein described, THENCE, North 44 degrees 43 minutes 54 seconds East, a distance or 170 00 feet to a corner of the tract herein described, THENCE. South 45 degrees 16 minutes 06 seconds East, a distance or 9,28 feet to an interior corner c- the tract herein describec, THENCE, North 44 degrees 43 minutes 54 seconcs East, a distance c- 36_ 07 feet to a pcint on the Southwest R.O.W. line of said Irterstate Highway No 35E, same being the POINT OF BEGINNING of the tract hers•n described, containing within these metes anc bounds 5.2971 acres (230,744 square fee:;, or land, more or less. 1 58 SENT BY 4-20-98 , 3 30PM , 4 G LI V-•9464912,K tt ) { :?FIRST ('i,lebralrng 50 Yeart o/ 1'rrvu r Sloven A Adam, C P A PrindInd April 20, 1998 Mayor and City Couinorl City of Denton 215 East McKinney Denton, Tcxaa 72601 RS 1MU)COPPFJtltvoEMTHS,INC Ladies and Gentlemen. You have requested that we imderialw a li and mvww and ainlysis of Utilmes Unnad Copper I ndualnea, ]no ("United C: qVW' cr the "Company"), a Terns ootpomtion, and pmvidc you wide our opinion of the financial eorxhhon of the Company as'loch rolstos to the giantmg of a lax abatement b United Copper mlocation of a distribution &effity and oo nstnnctixt are now manufacturing facility wnhm ire City This evaluation is to asM the City in the completam of a myuuvd financed evaluation of the apphcant for the abaWmattl as requited by the Crty's Policy Air Tax Abatements. Shan audited finencrd slakmen s are not yet avadabhr, we aalwd for and teoetved ahemailve documentation to demonshida that the company has wherewithal to ope ite as mpa+ramnted. Such mstanals includo evidence that significant funds have already boon aquir" on the pwimt We were jin sensed evidence that land had bcw purchased and equipment mdend. We also visited the currant facilities which housed largo inventorlos cif copper wiring and products) that was repoded to be the propaiy of iho Caupany Addmonally, wa intumiewed the general manager, and adminisimtrve mansaw of the Company to validate the ewanance of an ongoing eoneem A summary of the documets that we reviewed for this analysis is as follows. (1) United Copper's AgprlroaWn for Tax Abatement (1) an unaudited balewo ahaet and meanie saknuild for the Company fix the calendar year cudnig Demnbw 31, 1997 and fur January and Feblway of 1998, (i) a dewdpda+ of1USA [rdushwUnidas ofMexiao (IUSA) tlw parent ofUnft i Copper,, (rv) an unaaht summary moomo statements, balance shoela and financial ratios for [USA far the fleial yees cdmg September 30, 1994 through 19%, and the first nine months of 1997 of IUSA, (v) a copy of the closing documents of 91235 anises of land by rAllas/Fort Worth Roil Eatato lnvesnnenm #1Lmnned Parmadhrp (tnu "llevelopcel and trek assignment of the property to Unwed Copps; and 1MVI+CrwN'I BANKURS SU'L+ 1946 1700PacUkAvenue •Suer31N)-Da11mlow 75201-4632.214-913-IOIf•800-678-3791•hAX7149J3-40S0 59 SENT BY 4-20-98 . 3 30PM 4 Z 4 6 0 1 17 3-a9403497239 # 3/ 4 president and Board of blreeters Trinity River Authority June 26, 1997 NO copies of invoces for five item of equipment by IUSA for dehvcry it) t1Ue facilities in Denkm, l spas. United Copper's business plan is to produce and distnbuto copper wire for the c ommeuctal and rosale ntial coinalrmion mmiu to on the 48 conttgonas Sfw % wnhm the United StMa Additionally, the Company will distnibate related produc ts, produced at oUwr locations, from the Denton, Tams facihly 'lira Company is Rnancad by an equity interest of IUSA Industries llnidas of Mcxlsxi (IUSA) the pwont of [Jnrted Copper Additionally, IUSA finanow the inventory and working caphal of the company Though we have not reviewed any audded fsnancwl statcmient of the Company we have reviewed Unaudited lnfoimstion of the (:ompanry ncc Company is currently being audited by Deloitts do Towhe Mat atmided should be completed by this end ofApni 1998 For the pupose of this lanited review and analysis, we have examined the documcnls described above and based thereon provide you with our aptnion regarding the fimiLud condition of the Company as relating to this Propel in abift a nt Whine we have no reason to believe otherwise, we have celled upon the documem and to be facriml and aecucate and containing no omission or misstdome its of any maternal fact We have Anther assumed that them has not been any material advcase change in the business oondWon. finances or prospects for the Company subsequent to the date of Uw foregoing matcrlak We have visilmd the their %elides in Coppell, texas and have we intarvwwod the mansigemcsd and independent accountants of the Company The opnnan expressed heroin Is based on the financial position ofthe Company at 140N s Y 28,1998 Some of the major factors we have considered in our analysis are act out below i The Company was in curMntly operating; in Coppell, I exas as a distribution company 2 IUSA, the patent employ, reported to have nwonues of $481 6 million and $754 7 million in 1994 and 1996, respectively, and $615 million in the first nine months of 1997, 3 IUSA reported to have rove ues of $(1219) million and $28 7 million in 1994 and 1996, mapectively, and $26.6 million in the first nine months of 1997, 4 IIJSA reported asecte of $743 million in 1994 and $960 million on September 30,1998, 5 IUSA reprted wcxking capital of $203 million in 1994 and $255 million on September 3% 1997, 6 United Copper rooted net income of $1109 thousand in 1997 tivm sales of $43.8 million, 7 In the first two months of 1998 Undod Copper reported a loss of $194.000 on revenues of $64 million At yooa request, our opinion is based solely upon the foregoing 111mied review and analysis as of pebmary 28, 19", and upon the buanness and market coiddaxis as they existed at that time Additionally, our opinion does not take into accost or consider funs, or anticipated cheoUi s In ocenumie, business of market conditions and thou potential offeats on the Company's future ability to moat its obligations order M. SENT BY 4-20-98 . 3 30PM . 14 '9¢0�497239 # 4/ 4 President and Beard of Directors Trinity River Aotbority June 20, 1997 the agrgomont. It ie rnir opinion do as of February 28, 1998, the fnaiwiel resources of We Company am suffieiopt to provide reasonable assummas that all obligahons of the tax abatement agrigernaut will be meet. 111c opinion set ftndt in this letter is solely for the benefit of the City and may not be relied upon in any milliner whatsoever by any other Pinson Without prior written consent this loiter may not be quoted in whole or in part or otherwise no6¢rred to in any document or other report. very truly yours, FMTr 8WlI-IWES rcoMPANY Steven A Adams, CPA Principal 61 EXHIBIT D / FIRB LANEZ------- [---_-_-__ I I I I I DETENTION j ' I I POND r-N 14°49'4T' E i2 _ �` 44 FIRB L / 1 S - - -Z- - - - --- T-- - - - ---r- - I I I ST AP GAS EASEAEN� �/ pyq go ZGOt IEIT� EASEMEN� ^''�_ toy �a—� 62 EXHIBIT E 1124 b U f i 6 ORDINANCE NO vl d —AL17 AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A TAX ABATEMENT AGREEMENT WITH UNITED COPPER INDUSTRIES INC SETTING FORTH ALL THE REQUIRED TERMS OF THE TAX ABATEMENT AGREEMENT IN ACCORDANCE WITH THE TERMS OF CHAPTER 312 OF THE TEXAS TAX CODE, SETTING FORTH THE VARIOUS CONDITIONS PRECEDENT TO UNITED COPPER RECEIVING THE TAX ABATEMENT, AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH UNITED COPPER INDUSTRIES TO PROVIDE ELECTRICAL SERVICES FOR A MINI- MUM PERIOD OF FIVE YEARS, PROVIDING FOR A SEVERABILITY CLAUSE, AND PROVIDING AN EFFECTIVE DATE WHEREAS, on the 3`d day of February, 1998, after a public hearing duly held in accor- dance with §312 201 of the Act, the City Council passed Ordinance No 98-016 (the "Ordi- nance") establishing Reinvestment Zone No I, City of Denton, Texas as a commercial/industnal reinvestment zone for tax abatement (the "Zone"), as authorized by Title 3, Chapter 312, Sub- chapter B of the Texas Tax Code (the "Act'), and WHEREAS, on the 12d' day of December, 1997, United Copper Industries, Inc submit- ted an application for tax abatement with various attachments to the City concerning the contem- plated use of certain property located within the Zone, and WHEREAS, the City Council finds that the contemplated use of the premises and the contemplated improvements to the premises, as indicated by United Copper Industries, Inc are consistent with encouraging the development of the Zone in accordance with the purposes for its creation and are in compliance with the Denton Tax Abatement Policy, and WHEREAS, the City Council deems it in the public interest to enter into a Tax Abate- ment Agreement w'Ith United Copper Industries, Inc , NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That the findings contained in the preambles to this ordinance are true and correct and are adopted as a part of the whole ordinance SECTION II. That the City Council finds and determines the following 1 That the contemplated use of the premises and the contemplated improvements of the prem- ises, as indicated by United Copper Industries, Inc are consistent with encouraging the de- velopment of the Zone in accordance with the purposes of its creation and are in compliance with the Denton Tax Abatement Policy 2 That the City Council finds that the improvements sought by United Copper Industries, Inc within the Zone are feasible and practical and would be a benefit to the land to be included in the Zone and to the City after the expiration of the Tax Abatement Agreement to be entered into with United Copper Industries, Inc 63 4 2 4 b 0 1117 That the City Council finds that the Tax Abatement Agreement contains all the terms which are manditorily required to be included in any tax abatement agreement under §312 205 of the Act That, in accordance with Tex Tax Code §312 2041, the City Council finds that not later than the date on which the City Council considered this ordinance, and not later than the seventh day before the date the City enters into a Tax Abatement Agreement with United Copper In- dustries, Inc , that the City Manager, through the Director of Economic Development, who are hereby designated and authorized by the City Council to give such notice, delivered to the presiding officer of the Denton Independent School Distnct and Denton County a written notice that the City intends to enter into this Tax Abatement Agreement with United Copper Industries, Inc , and that this notice included a copy of the proposed Tax Abatement Agree- ment in substantially the form of the Tax Abatement Agreement attached to this ordinance SECTION III. That the Mayor, or in his absence, the Mayor Pro Tem, is hereby author- ized to execute a Tax Abatement Agreement with United Copper Industries, Inc , substantially in the form of the Tax Abatement Agreement which is attached to and made a part of this ordinance for all purposes as if written word for word herein Provided, however, that the Mayor shall exe- cute the Agreement simultaneously with the execution of similar tax abatement agreements with United Copper Industnes, Inc executed by the Denton Independent School District and Denton County so that all these tax abatement agreements take effect at the same time SECTION IV. That the Mayor, or in his absence, the Mayor Pro Tern is further author- ized to execute the attached contract between the City of Denton and United Copper Industries, Inc to provide exclusive electric service for a period of not less than five years, in substantially the form of the Electric Service Agreement, which is attached to and made a part of this ordi- nance for all purposes as if written word for word herein SECTION V. That the City Council hereby instructs and authorizes the City Manager to inspect, audit, and evaluate the progress of United Copper Industries, Inc to determine if it has met all of the conditions of the attached Tax Abatement Agreement prior to the tax abatement going into effect SECTION VI. That if any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, the City Council of the City of Denton hereby declares that they would have enacted such remaining portions despite any such validity SECTION VII. That this ordinance shall become effective immediately upon its passage and approval 64 14246- U i 8 70 PASSED AND APPROVED this the /?It) day of 0- , 1998 i r4p/oroli�LER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY C ',PP VED AS TO LEGAL FORM ERBERT L PROUTY, CITY ATTORNEY BY \\CH LDUVOLIVhmddcpl\LOL\0ur Dmmenu\0rdmmm\9M%nilad capper ayrmmml and dm 65 EXHIBIT F UNANIMOUS CONSENT IN LIEU OF SPECIAL AMETING OF BOARD OF DIRECTORS OF UNITED COPPER INDUSTRIES, INC. The undersigned, constituting all of the members of the Board of Directors of United Copper Industries, Inc. a Texas corporation (the "Corporation"), hereby - unanimously adopt the following resolutions to the acme extent and to have the same force and effect as if adopted by unanimous vote of the directors at a duly convened meeting, all in accordance with the Texas Bussness Corporation Act : RESOLVED, that J. Dean Brown, as Secretary and General Manager of the Cor- poration, is hereby authorised to execute and deliver on behalf of the Corporation - certain Tax Abatement Agreements indsysdually between The City of Denton, Denton -- County and the Denton Independent School District and the Corporation on such terms as J. Dean Brown deems acceptable. EUCUTED to be effective as of the 10th d2y of September 1998. CONSTITUTING ALL THE MRMBERS OF THE BOARD OF DIRECTORS OF UHITFD COPPFR INDUSTRIES, INC. W- e 4Q 3 A lose DU N 186JYcof9 in HONORABLE TIM HODGES/COUNTY CLERK On Dec 30 1998 At 11:?1am Doc/Num : 98-RO117559 Doc/Type : AGR Recording: 125.00 Doc/Mgmt : 6.00 Receipt II: 46298 Deputy - SHCIIEY S �Oor OacwmuwAmmwMiWNiM sappm wmdmml oN Grc ORDINANCE NO O(1 AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AMENDMENT TO THAT CERTAIN TAX ABATEMENT AGREEMENT WITH UNITED COPPER INDUS- TRIES, INC WHICH ELIMINATES THE MINIMUM EMPLOYMENT AND ANNUAL PAYROLL THRESHOLDS, AND PROVIDING AN EFFECTIVE DATE WHEREAS, by Ordinance No 98-247 passed on August 18, 1998, the City Council au- thonzed the Mayor to enter into a Tax Abatement Agreement with United Copper Industries, Inc providing a 25% tax abatement on all increases in real property values as set forth in the Tax Abatement Agreement for a period of six years, and WHEREAS, the Section of V(B) of the Agreement provides that if United Copper Indus- tnes, Inc (Owner) allows the core employment, within the terms of this Agreement, to fall below 130, or the Owner fails to reach at least a payroll of $4,420,000 for any of the six years of the abatement, the abatement will be reduced to zero, and WHEREAS, that in order to promote economic development and to stimulate business and commercial activity, the City Council deems it in the public interest to eliminate the em- ployment and annual payroll thresholds indicated above, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the Mayor, or in her absence the Mayor Pro Tem, is hereby authorized to execute an amendment to that certain Tax Abatement Agreement between the City and United Copper, Inc to eliminate the above -mentioned annual payroll and employment thresholds con- tained in Section V(B) of the Agreement in substantially the form of the Amendment which is attached hereto and made a part of this ordinance for all purposes SECTION 2 That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the 5 day of 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY 1—& 3 Nur UaoemwY`ArEheoeM0lbdldl �oppn wmtlmmr wE tlac APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY "'/ Page 2 S\TM ABRT MF UMWm ff W"wa icy Cc STATE OF TEXAS § FIRST AMENDMENT TO TAX ABATEMENT COUNTY OF DENTON § AGREEMENT BETWEEN THE CITY OF CITY OF DENTON § DENTON AND UNITED COPPER INDUSTRIES, INC This First Amendment to that certain Tax Abatement Agreement between the City of Denton, Texas, and United Copper Industries, Inc, entered into on or about the l8t' day of Au- gust, 1998, (hereinafter referred to as Basic Agreement) is entered into by and between the City of Denton (the "City"), duly acting here and by and through its Mayor, and United Copper Indus- tnes, Inc„ a Texas corporation (the "Owner"), duly authorized and in good standing to do busi- ness in the State of Texas, duly acting herein by and through its authorized officers That in order to promote local economic development, retain existing businesses, and to stimulate business and commercial activity in Denton and for other good and valuable considera- tions, the receipt and sufficiency of which is hereby acknowledged, the City and Owner agree to amend the Base Agreement as follows SECTION 1 That Section V(B) of the Base Agreement is hereby amended to read as follows B If, however, the Owner fails to construct any structures or other improve- ments, or fails to install any equipment or other tangible personal property within the Premises by January 31, 1999, if the Owner fails to employ at least 130 Jobs by July 31, 1999, if the value of all improvements falls below the current minimum $5,000,000 threshold for any of the six years of abatement, which causes the amount of Abatement to be reduced to zero, or Owner fails to execute the contract with the City to provide electric service or fails to maintain performance of its contractual obligations for the full period of the contract, then this Agreement may be terminated by the City In this event, Owner shall refund to the City all tax abatements previously granted and received under this Agreement with interest on the amount to be refunded at six percent (6%) per annum Additionally, as set forth in Section I(A), failure to construct and place Contemplated Improvements on the Premises that have a value of at least $35,000,000 by January 31, 2001, shall cause the term of the abatement to be reduced in accordance with the City's Tax Abatement Policy SECTION 2 That save and except as amended hereby, all the remaining sections, sub- sections, sentences, clauses, and phrases of the Base Agreement shall remain in full force and effect /S&SECTION That this Amendment to the Base Agreement was executed on this the A— day of _, 2001 by duly authorized officials of the City of Denton and by United Copper idustries, Inc CITY OF DENTON, TEXAS clA � EULINE BROCK, MAYOR 5`Am OoemommlCao0 c W0Ik Wmpp Ml Wcbot epee dm ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY UNITED COPPER INDUSTRIES, INC A TEXASe0*ORATION Title CcpeyTr4oL-L. ff- ATTEST- Ion Page 2 s roar oavmwm�,x,wir�onvm,m wppm.mwa u..b.u.s,w m. STATE OF TEXAS COUNTY OF DENTON Before me, the undersigned authority, a Notary Public in and for said State of Texas, on this day personally appeared Euline Brock, Mayor for the City of Denton, known to me to be the person who signed and executed the foregoing instrument, and acknowledged to me that this in- strument was executed for the purposes and consideration therein expressed Given under my hand and seal of office this the p� day of /— 2001 1 JANE E. RICHARD80N J.0 s Notary publw, State of Texas My Commission Expires June 27, 2000 STATE OF TEXAS COUNTY OF DENTON Noiky Public in and for the State of Texas My Commission Expires 1J"� Before me, the undersigned authority, a Notary Public in and for said State of Texas, on this day personally appeared c HAA L,.c_ s A 3lqvHA,`' , on behalf of United Copper Indus- tries, Inc, known to me to be the of United Copper Industries, Inc and to be the person who signed and executed the foregoing instrument, and acknowledged to me that this instrument was executed for the purposes and consideration therein expressed Given under my `{ L A My Commission Expires Page 3