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Home My WebLink About2010-257\\codad\departments\1ega1\our documents\ordinances110\target abatement ord.doc ORDINANCE NO. 2010-257 AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A TAX ABATEMENT AGREEMENT WITH TARGET CORPORATION; 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 VARI- OUS CONDITIONS PRECEDENT TO TARGET CORPORATION, A MINNESOTA COR- PORATION, RECEIVING THE TAX ABATEMENT; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on the 5th day of October, 2010, after a public hearing duly held in accor- dance with Tex. Tax Code §312.201 (the "Act"), the City Council passed Ordinance No. 2010- g,,, (the "Ordinance") establishing Reinvestment Zone No. IX, City of Denton, Texas as a commercial/industrial reinvestment zone for tax abatement (the "Zone"), as authorized by Title 3, Chapter 312, Subchapter B of the Act; and WHEREAS, on the 7th day of September, 2010, Target Corporation, submitted an appli- cation for tax abatement with various attachments to the City concerning the contemplated 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 Target Corporation, 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 Target Corporation; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings contained in the preamble to this Ordinance are true and cor- rect and are adopted as a part of the whole Ordinance. SECTION 2. The City Council finds and determines the following: A. The contemplated use of the premises and the contemplated improvements of the premises, as indicated by Target Corporation 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. B. The City Council finds that the improvements sought by Target Corporation 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 Target Corporation. Page 1 of 3 UcodadWepartmentsUegahour documentslordinances1101target abatement ord.doc C. The City Council finds that the Tax Abatement Agreement contains all the terms which are mandatorily required to be included in any tax abatement agreement under §312.205 of the Act. D. In accordance with §312.2041 of the Act, the City Council finds that not later than the date on which the City Council considered this ordinance, and not later than the se- venth day before the date the City enters into a Tax Abatement Agreement with Tar- get Corporation, that the City Manager, through the Director of Economic Develop- ment, who are hereby designated and authorized by the City Council to give such no- tice, 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 Target Corporation, and that this notice included a copy of the pro- posed Tax Abatement Agreement in substantially the form of the Tax Abatement Agreement attached to this ordinance. E. Before the passage of this Ordinance, the City Council held a public hearing in accor- dance with §312.201 of the Act and created Reinvestment Zone No. IX. F. The City Council finds that the project within Reinvestment Zone No. IX is a redeve- lopment of an existing business as defined in the Tax Abatement Policy and requires additional incentives to promote economic development that generally satisfies the requirements of the policy and the City Council hereby authorizes a tax abatement of a maximum of 65% on the increased valuation of the Taxable Real Property im- provements and tangible personal property as more particularly described in the Tax Abatement Agreement attached hereto and made a part hereof by reference as Exhibit "A" (the "Tax Abatement Agreement"). SECTION 3. The Mayor, or in his absence, the Mayor Pro Tem, is hereby authorized to execute the Tax Abatement Agreement with Target Corporation in substantially the same form as the Tax Abatement Agreement attached as Exhibit "A". SECTION 4. The City Council hereby instructs and authorizes the City Manager to in- spect, audit, and evaluate the progress of Target Corporation to determine if it has met all of the conditions of the attached Tax Abatement Agreement prior to the tax abatement going into ef- fect. SECTION 5. 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 6. This Ordinance shall become effective immediately upon its passage and approval. Page 2 of 3 UodadWepartmentsUegahour documentslordinances1101target abatement ord.doc PASSED AND APPROVED this the daof 46kt'.--'2010. y I If MA' ,k BURROu S, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY B APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 3 of 3 TAX ABATEMENT AGREEMENT 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 Target Corporation, a Minnesota Corporation (the "Owner"), duly authorized to do business and in good standing in the State of Texas, duly acting herein by and through its authorized officer. WHEREAS, the City has adopted a resolution which provides that it elects to be eligible to participate in tax abatement and has adopted guidelines and criteria governing tax abatement agreements known as the Denton Tax Abatement Policy; WHEREAS, on the 5th day of February 2008, the City Council of Denton, Texas (the "City Council") adopted the Denton Tax Abatement Policy (the "Policy"), a copy of which is on file in the City of Denton Economic Development Office and which is incorporated herein by reference; 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"); WHEREAS, on the 5th day of October, 2010, the City Council passed Ordinance No. 2010-(the "Ordinance") establishing Reinvestment Zone No. IX, City of Denton, Texas, as a commercial/industrial reinvestment zone for tax abatement (the "Zone"), as authorized by Title 3, Chapter 312, Subchapter B of the Code (the "Act"); WHEREAS, Owner will be the owner, as of the Effective Date (as hereinafter defined), which ownership is a condition precedent, of certain real property, more particularly described in Exhibit "A" attached hereto and incorporated herein by reference and made a part of this Agreement for all purposes (the "Premises") located entirely within the Zone as of the Effective Date; WHEREAS, on the 7"' day of September, 2010, 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"), which is attached hereto and incorporated herein by reference as Exhibit "B"; WHEREAS, the City Council finds that the contemplated use of the Premises, the Contemplated Improvements (as hereinafter defined) to the Premises as set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and are in compliance with the Ordinance and Policy and similar guidelines and criteria adopted by the City and all applicable law; and WHEREAS, notice has been published in accordance with Chapter 312 of the Tax Code and 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 prescribed 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. TERMS AND CONDITIONS OF ABATEMENT A. In consideration of and subject to the Owner meeting all the terms and conditions of abatement set forth herein, the City hereby grants the following tax abatement ("Abatement"): 1. An abatement equal to 65% of City ad valorem taxes attributable to new capital investments resulting in an increase of assessed value of real property improvements and tangible personal property (excluding inventory and supplies) located on the Premises but only if such increase is at least $5,000,000 over the assessed value of the real property improvements and tangible personal property (excluding inventory and supplies) located on the Premises as of January 1, 2010, for a period of five years. As of January 1, 2010, the assessed value of the real property improvements and tangible personal property (excluding inventory and supplies) located on the Premises is $0, as there are no improvements or personal property located on the Premises. 2. The Abatement will begin the first year following the year of the issuance of a Certificate of Occupancy for the Improvements, and unless sooner terminated as herein provided, shall end after the fifth year. 3. If the increase in assessed value is less than $40,500,000 but more than $4,999,999 the Abatement will be reduced by the percent decrease that the reduction bears to the contemplated $40,500,000 increase of assessed value. For example, should the increase in assessed value be $20,250,000 dollars the Abatement will be 50% of Abatement the Owner would have received. If such increase in assessed value is equal to or less than $4,999,999, there will be no Abatement. B. A condition of the Abatement is that, by December 31, 2013 (subject to force majeure), a capital investment which will result in an increase in the assessed values contemplated by Section I.A.1 be made to the Premises. 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 XXI "Force Majeure" which makes it impossible to meet the above -mentioned thresholds. C. The term "capital investment" is defined as the construction, renovation and equipping of the Improvements on the Premises (the "Contemplated Improvements" or "Improvements") to 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 described in the Application for Tax Abatement. D. Two conditions of the Abatement are that: (i) the Contemplated Improvements be constructed substantially in accordance with the description of the project set forth in the Application for Tax Abatement; and (ii) the Premises will be used, operated and maintained substantially in accordance with the description of the project set forth in the Application for Tax Abatement throughout the five year period commencing upon the issuance of a Certificate of Occupancy for the Improvements, provided, however, that Owner shall not be deemed in default of the foregoing condition in the event Owner is undertaking renovations or other construction work within the Premises that prevent Owner from using, operating or maintaining applicable portions of the Premises for a period of time that does not exceed 365 consecutive days. E. The City shall have the right to terminate the Abatement if the Owner is in default of the condition described in clause ID above. In the event of such termination, the Owner shall refund to the City all previous tax abatements and all tax abatements for future years shall be terminated. F. Owner agrees to comply with all the terms and conditions set forth in this Agreement. II. FAILURE TO MEET CONDITIONS A. In the event that (i) the conditions in paragraphs I(B) through I(G) are not met; or (ii) Owner allows its ad valorem real property taxes with respect to the Premises or Improvements, 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 valorem real property or tangible personal property taxes; or (iii) Owner fails to perform any other obligation of Owner under this Agreement, then a "Condition Failure" shall be deemed to have occurred. It is understood that a Condition Failure 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 terminated with respect to the year in which notice of the Condition Failure is given and all future years; 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 additional ninety (90) days. Time in addition to the foregoing 180 days may be authorized by the City Council. It is 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 II.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. 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 December 31, 2013 or if the value of the Improvements falls below the minimum $5,000,000 threshold during the term of the Abatement, then this Agreement may be terminated by the City. In such 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. C. 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 cancel or modify this Agreement. III. RECORDS AND EVALUATION OF PROJECT A. The Owner shall provide access and authorize inspection of the Premises by City employees and allow sufficient inspection of financial information to insure that the Improvements are constructed 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 business operations or subject Owner to liability for violation of any applicable privacy laws. City shall annually (or at such other times deemed appropriate by the City evaluate the Project to ensure compliance with this Agreement). If requested by the City in writing, Owner shall provide to the City an inventory listing the kind, number, and location of and the total value of all Improvements to the Premises, including, without limitation, the value of all structures and all tangible personal property installed or located in the Premises. B. Each year during the Term of the Abatement, the City shall contact the Appraisal District and obtain the Appraisal District's report of the assessed valuation for the Premises and Improvements (a "District Report"). The City also may request in writing that the Owner provide Owner's calculations and supporting information regarding whether and to what extent the conditions set forth in Article I have been satisfied (an "Owner's Report"). The City Manager will utilize the applicable District Report and Owner's Report to verify whether and to what extent the conditions set forth in Article I have been satisfied. If the City Manager determines that the assessed valuation is less than $40,500,000, the City Manager will calculate the deficiency and advise Owner in writing of that deficiency and the proportion of the Abatement that Owner has earned and will receive, pursuant to Section IA3. If Owner disagrees with the City Manager's calculations, Owner shall have the right to promptly notify City in writing and provide contrary supporting information, in which case Owner and City will cooperate to determine whether and to what extent the City's original calculations should be corrected. The City Manager also shall notify Owner and the City Council in writing of such final determinations. C. During normal office hours throughout the Term of this Agreement, providing reasonable written notice is given to Owner, the City shall have access to the Premises by City employees for the purpose of inspecting the Premises and the Improvements to ensure that the Improvements are being constructed in accordance with the specifications and conditions of this Agreement 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. IV. GENERAL PROVISIONS A. The City has determined 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 determined that procedures followed by the City conform to the requirements of the Code and the Policy, 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 Zoning Commission of the City, or any member of the governing body of any taxing units joining in or adopting this Agreement. E. In the event of any conflict between the City zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control. V. EFFECT OF SALE, ASSIGNMENT, OR LEASE OF PROPERTY A. The Abatement 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 Premises. Any assignee of Owner or any assignee of a direct or indirect assignee of Owner shall be treated as "Owner" under this Agreement. No assignment shall require the consent of City if the assignment is to a wholly -owned subsidiary of the Owner or if, following such assignment, the Owner continues to occupy and operate the Contemplated Improvements for the full Term of this Agreement. VI. 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 prepare, by hand delivery or via facsimile: OWNER: Target Corporation Public Partnerships Attention: Joe Dean 1000 Nicollet Mall TPN-12152 Minneapolis, MN 55403 Fax No. (612) 761-3735 WITH A COPY TO: Danielle Meltzer Cassel, Esq. Vedder Price, PC 222 North LaSalle Street, Suite 2600 Chicago, IL 60601 Fax No. (312) 609-5005 CITY: George C. Campbell, City Manager City of Denton 215 East McKinney Denton, Texas 76201 Fax No. 940.349.8596 VII. CITY COUNCIL AUTHORIZATION This Agreement was authorized by the City Council by passage of an enabling ordinance at its meeting on the 5th day of October, 2010, authorizing the Mayor to execute this Agreement on behalf of the City, a copy of which is attached hereto and incorporated herein by reference as Exhibit "C". VIII. 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 incorporated herein as Exhibit "D" as if written word for word herein. IX. SEVERABIILTY In the event any section, subsection, paragraph, sentence, phrase or word is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase, or word. In the event that (i) the term of the Abatement with respect to any property is longer than allowed by law, or (ii) the Abatement applies to a broader classification 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. X. ESTOPPEL CERTIFICATE Any party hereto may request an estoppel certificate from the other 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 remaining 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. XI. 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 ordinances, resolutions, or City Council actions authorizing same and Owner shall be entitled to intervene in said litigation. XII. APPLICABLE LAW This Agreement shall be construed under the laws of the State of Texas and is fully performable in Denton County, Texas. Venue for any action under this Agreement shall be in Denton County, Texas. XIII. RECORDATION OF AGREEMENT A certified copy of this Agreement in recordable form shall be recorded in the Deed Records of Denton County, Texas. Following the fifth anniversary of the issuance of the Certificate of Occupancy for the Improvements, either City or Owner may record a release of the foregoing so that it no longer appears on title to the Premises or Improvements. XIV. MUTUAL ASSISTANCE City and Owner agree to do all things reasonably 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 provisions. Owner and City agree at any time, and from time to time, to execute any and all documents reasonably requested by the other parry to carry out the intent of this Agreement. XV. ENTIRE AGREEMENT This instrument with the attached exhibits contains the entire agreement between the parties with respect to the transaction contemplated in this Agreement. XVI. BINDING This Agreement shall be binding on the parties and the respective successors, assigns, and heirs; provided, however, no partner, member, shareholder, officer, director, trustee, beneficiary, employee, agent, contractor or consultant of Owner (disclosed or undisclosed) shall have any personal liability to City or any successor in interest to City with respect to the subject matter of this Agreement. XVII. 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. XVIII. 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. XIX. 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. XX. 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. XXI. 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 obligations under this Agreement, then the respective Party's obligations hereunder shall be suspended during such period but for no longer than such period of time when the party is unable to perform. XXII. NON -SHAREHOLDER CONTRIBUTIONS TO CAPITAL The City hereby designates the Abatement and each portion thereof, as non -shareholder contributions to capital of Owner pursuant to Section 118 of the Internal Revenue Code of 1986 (and successor provisions thereto) and intends the Abatement and each portion thereof to be a reimbursement for land and/or building costs incurred by Owner. This Agreement is executed to be effective 60 days after the executed date of the 5th day of October, 2010, (the "Effective Date") by duly authorized officials of the City and Owner. ATTEST: JhNNIVhK WALIhKN, l;ll Y Nr,UFhIAKY Ido B AP OVED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: TARGET CORPORATION, a Minnesota Corporation BY: f/04� NAME: Scott on TITLE: Senior Vice President, Real Estate ATTEST: IN 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 Mark Burroughs, 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 instrument was executed for the purposes and consideration therein expressed. Given under my hand and seal of office this the 21 day of &,, 2010. RICHARDSON D % JANI° E. Notary Public, State of Texas }' My Commissio2n E 3 ires Notary Public in and for the •.; ;Eef<*' June 27, State of Texas My Commission Expires: '7 2a/9 STATE OF MINNESOTA COUNTY OF HENNEPIN Before me, the undersigned, Scott Nelson, on behalf of Target Corporation, known to me to be Senior Vice President, Real Estate, 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 hand and seal of office this the __LL day of October, 2010 Notary Public in and for the State of Minnesota My Commission Expires: c... / 01 a I CHRISTOP ��:�`"��•.o HER D. LEE £ NOTARY PUBLIC - MINNESOTA MY COMMISSION EXPIRES JAN. 31, 2013 DehTor� U �_L duo p DESGR/PTioN OF PROPERTY SURVEYED DE=IPTICK of o 4a441 ooa tract .of lend altuated /n the habit Cho"Ing SLrwey Abstract No..286. Denton County,, Texo$ sold tract being part of that certain tract of land desO,*sd as Seotk n q Moot 1 b SvoW Waronty Dead to Rayrar InvestmentA Ltd worded•b Yokrme Me, Pays 601 of the Dead Records of Denton Coanty Texas; said 44441 acre tract bebg Moro partkulady desaked as follows: COMMENCING at o +' cut b concrete found in the east 00f-cf-way IMe of Corby Rood (a variable width right--of-way), sold point being the northwest caner of Lot Y. 8/ock A, Cabin Road Susbass Pak, Phase = on oddltJpi to .the Clty of Denton, Texas aecord/ng.to the plot recorded kr Cobbat Y, Page 659 of Me* Plot Records of Denton County, rewav THENCE North 00 doynNm 03 minute; 05 seconds West; dong the sold coat /be of Corbfi Road, a distance of 95.00 fast to a 1/2-Inch Non rod with PACYECO KOCH' cap set for comer at the POINT OF BEGIhRINO; 7NE1VCX along the said cost line of Corbin Roa4 the fogowkhg two (2) cdhu North 00 degreeq 03 mbutea O3 seconds West a distance of 67.x41 feet. -to a 1/2-kch Non rod with PACHECO KOCN' abp.aat for an angle point; North 00 degmes> f4 minutes, 22 swards West, -a distance of 1,272.7f feet to a 1/2-Inch hen rod w1th pAtJM KOAY' cropset far caner at the south and of a rrght-of-way comer cqo of the intersnotiat of the sold east line of Cabin Road and the Routh fight -of --way this of F.M. 1515 (Airport Road) (a 95 foot wide right-of-way), 7HEMCE, North 45 degrees, 13 mfnuteq, 51 seconds East, along sold corner c/p, a distance of 21105 feet to 'a 1/2-bneb Non led with PACHECO KOCH' coo set for coma,; THMV 4 South 89 degrees, 17 mMutas, 58 seconds East drag the said south lbe of F.M. 1515, a 078tonce of 1,f67.B4 feet to a 1/2-lnah A'm and with PACHECO KOW mp set for comer at Me west dud of a.rlght-of-way corner d(p at the Interaodlon. of the. sold south Nn$ of F'V. 1515 end the wart right -of -wary ►lne of Dakota Lone; 7NENC& South 44 dapreae 17 mb ufm 56 seconds East along sold comer do, a distance of 2&28 feet to a 1/.2-Inch Non rod with PACHECO KOCH' ocp set far comer, 7KENC& South 00 degroeav, 42 minufeg 04 accords West along the mid west -lkm of Dakota Lane, a distance of 170.84 Poet to a 1/!?-inch iron rod with PACR£CO KWr amp set for come 7hVC& South 89 degrees, 45 mbutag J8 secmds West departing the sold wadf line of Dakota Lone, a distance of 15434 feet to a 112-Inch ken rod with PACH= KOCH' cap set for corner; VMC& South 00 degrees, 14 minutes, 22 seconds East a distance of 1,786.91 feet to a 1/2-inch ken rod with PACHECO KOCH' cap sat for comer•, VMC& North 89 degresg 53 ,mkwfvz; 21 seconds West a distance of 7J372 Met to a 1/2-mc h kna rod wflh PACHECO KOCH' cap set for caner at the begkuning of a tangent curve to the r/gh$ MC& In a northwaestedy d6votlon, along sold curve to the right havbg'a context of of 1t degve;eq 42 mknutrg. 57 second; o rod/ua Of 400.00 feet a chord bearing and distance of North 84 degree; Of minutes, 53 seconds Hirst 81.65 fort on are distance of 81.70 feet to a 1/2-bcdh kcn rod #ft PACHECO KOCH' cap set of the end of sold curve and the begknnbg of a reverse curve to the left' THENCE, b a northwesterly dNactAv, along said curve to the left hosing a canhW angle of.11 degrees, 42 mnuteg 57 secondg o radius Of 800.00 fret a chord bearbg and &rtahce of North 84 degrm Of mknutca, raj seven* W04 163.30 feet an are distance of 16aw feet to a 1/2-krch bvn rod with PACHECO KOCIr coo set at the end of sold curvW MENC$ North 89 degrees; rW m1huts4 21- seamda West a distance of 75.00 feet to the POINT OF BEGmING CCNTAININ(,, 2,110,106 square feet ar 40.441 acres or lend maw or kaa Exhibit A City of Denton Tax Abatement Application City of Denton DePariment of Economic Development Denton, Texas 76201 (940) 349 7776 (940) 349-8596 FAX www.citvofdenton, coin Linda, RatLff citvofdenton com Page 11 of 20 APPLICATION FOR TAX ABATEMENT CITY OF DENTON, TEXAS Property Owner Target Corporation Con'Pany orpr*j tl4 me Target Corporation Mailing Address 1000 Nicollet Mall TPN-12152 Minneapolis, MN 56403 TelcPhoae 612-761-5776 F2xNo. 512-761-3735 Website www.target.com Contact Name Joe Dean Title Manager, Public Partnerships Mailing Address 1000 Nlcollet Mali TPN-12152 Minneapolis, MN 55403 i eiepnone 612-761-5776 I Fax No- 612-761-3735 ,✓mall A.aaress joe.dean@target.com - Provide a chronology of plant openings, closing and relocations over the past 15 years. Target Corporation is a Fortune 50 company with 27 Regional Distribution Centers, 4 Food Distribution Centers (Denton will be the 5th), 4 Target.com Fulfillment Centers, 4 Import Warehouses, and more than 1700 stores in 49 states. Only one distribution center has closed and it was located in Little Rock, AR. It closed in 2009. Provide a record of mergers and finaneW xesltuctut ng dining the past 15 years. In 1998, Target Corporation acquired The Associated Merchandising Corporation and Rivertown Trading Company_ In 2004, the Marshall Fleld's and Mervyn's stores were sold to The May Department Store Company. 4. Will the occupants prOJ= 08 owner or lessee? If lessee, are occupancy cananitments already ..._ . Owner. 5. Is the project a relocation of existing facility or a new facility to expand operations? if relocation, give current location. Not a relocation. Page 12 of 20 6. 11 an existing Denton business, wilt project result in abandonment of existing facility? If so, the value of the existing facility will be subtracted from the value of the new facility to arrive at total pmject value. Project does not involve an existing Benton business. 7. Property Description. Attach a copy of the legal description detailing property's metes and bounds. • Attach map of project including an roadways, land ase and zoning within 300 fret of site. See attached. 8. Current Value. Attach copy of latest property tax statement from the Denton County Central Appraisal District (include both real and personal property). Not Available 9. Increased Value/Estitnated Total Cost of Project. Structures $ 54,000,000 rwSVuiu rrDperry 46,600,000 Site Develoament 't Other Immovemenm 1.i1vvV,VVV 10. Indicate amount of tax abatement and nwnber of years requested for each taxing entity, City ofDenton 100 Yo 1 years 75 % 4 years Denton County 40 7 years List any other ftnancie1 incentives this project will requast(receive Estimated Freeport Exemption Estimated Electrio Ut" W Industrial Develo 82, 751 /year ptnent Rider $ 335,880 )3stitnated Water/Wastewatw infrast<nctcue Assistanea a _ 11. Give a brief description of the activities to be performed at this locatio n, including a description ofprodiucts to be produced and/or services to be provided. This newly constructed facJlity will serve as Target Corporation's perishable food distribution center for the southern United States. The distribution footprint will mainly cover Texas but a portion of the goods will be shipped outside of Texas to bordering states. Packaged goods will be brought to the facility by truck. Once unloaded the goods will be sorted, Inventoried and then stored based on their delivery schedule. When the product Is ready to be shipped, trucks will be loaded and then carry the goods to various Target stores for retail sale. Truck trips both incoming and outgoing will occur 24 hours a day. There will not be any production or processing of food at the facility. Page 13 of 20 12. Project Construction Phase A Construction Estimate percer"ge of project development and construction dollars to be spent with Denton coats $ based contractrs or sub -contractors. $40,200,000 J Percentage local contractors 60 % B. • Water Describe any off -site infrestrutare requirements: Relocation of hydrants and water line along Corbin Rd. • wastewater Sanitary Sewer Main Connection N s - Airport Road - put in a left turn lane. Corbin Road - widen. Dakota Lane improvements. -age Storm drainage under Corbin Rd. will need modification due to widening. 0 Other Page 14 of 20 13. Project Operation Phase. Provide employmat information for the number ofyears tax abatement is requested. oject FT Date Employment Information fyr) 7M=emaint 2013 A Total number of permanent, M-time jobs N/A 118 128 B, Employees tmwfetred from outside Denton N/A 0 0 C. Net permanent full-time jobs (A. minus B.) N/A 118 E. Total annual payroll fbr all perm=nt, fell -time jobs (A) N/A $5,234,870 $6,404,746 F. Types of jobs created, List the job titles and number of positions in each category tbat will be employed at the facility. Provide average wage for each category. See Attached G. Estimate annual utility triage for project. Eiectrio 15,604,120 kWh I Water • 6,080,250 gPd vranewaux 6,023,250 � Gas - 8,000 Therms sty 14. Describe any other direct benefits to the City ofNnton as a result of this project (e.g ,sales taxreve»ue or 15. project elements identified in Tax Abatement Policy, Section ill). This project will substantially increase both real and personal property tax revenue for the City of Denton. In addition, employees will be performing all their duties within the city thus purchasing goods and adding to the local sales tax coffers. During construct€on an est. 276 jobs will be created w. roughly 60% being local contractors. is property aanea appropriately? I ✓ J Yes I I No C"rrent"n-'ng. IC-G, Industrial Center General Zoning required for proposed project. Anticipated variances, None anticipated. Page 15 of20 16. Is property Platted? Yes No Will replatting be necessary Yes Na 17. Discuss any environmental impacts created by the project A- List any permits for which applicant must apply, Applic$nt will be r egltired to provide City with copies of all applications for environmental permits upon completion of appiication(s). Building Permit, Grading Permit, SWPPP Permit, TXDOT Permit, CORPS of Engineers Permit, and Subcontractor specific permits such as plumbing, electrical, mechanical, etc. No environmental permits to submit at this time. B. Provide record of compliance to all environmental regulations for the past five ars. Ye Not applicable. IS. Provide specific detail of any businesseskesidents that will be displaced and assistance that will be available from the requesting company. No businesses or residents will be displaced. 19. Provide description of any historic aQy significant area iacluded within the projects area as det�ormined by#$e Elistoric preservation Off car. If any, give detail of how the historically significant area will be preserved Site is not within a historically significant area. 20. Justification for Tax Abatement Request; substantiate and more fully dmerlbe the justification for this request. Include tide amount of the abatement requested and show how it will contribute to the financial viability of the project. Submit attachments if necessary. Target undertook an extensive site selection process before deciding on Denton, TX for its southern food distribution center. The site In Denton requires off -site infrastructure improvements to accommodate this facility. Those improvements fisted above in 912B are estimated to cost $1,316,500. Due to the current economic climate and the additional costs of the site, Target is requesting a property tax abatement that will at minimum offset the various Improvements needed. 21. List additional abatement thctors to be considered for this proj ect as outlined on pages 3 and 4 of tare Tax A.batemetri Policy, Target's food distribution center is a significant economic development project for the City of Denton. It will employ many professional positions with an above average pay scale, providing the residents of Denton with a new career opportunity. Page 16 of 20 22. Financial Information: Attach a copy of the latest audited financial statement or, in the case of a new project, a business plan. See attached. 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? None at this time. 24. Applicants seeking LM certification must complete the Green Building Application for Tax Abatement (Exhibit B ofthe policy). Not seeking LEER certification. This tax abatement application is submitted with the acknowtedgement that additional certified financial information may be required Autho4'0WM"e4 Date: l� /7 :lio Page 17 of 20 Uodad\departmentsUegahour documentAordinances\10\target abatement ord.doc ORDINANCE NO. 2O10-257 AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A TAX ABATEMENT AGREEMENT WITH TARGET CORPORATION; 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 VARI- OUS CONDITIONS PRECEDENT TO TARGET CORPORATION, A MINNESOTA COR- PORATION, RECEIVING THE TAX ABATEMENT; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on the 5th day of October, 2010, after a public hearing duly held in accor- dance with Tex. Tax Code §312.201 (the "Act"), the City Council passed Ordinance No. 2010- (the "Ordinance") establishing Reinvestment Zone No. IX, City of Denton, Texas as a commercial/industrial reinvestment zone for tax abatement (the "Zone"), as authorized by Title 3, Chapter 312, Subchapter B of the Act; and WHEREAS, on the 7th day of September, 2010, Target Corporation, submitted an appli- cation for tax abatement with various attachments to the City concerning the contemplated 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 Target Corporation, 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 Target Corporation; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings contained in the preamble to this Ordinance are true and cor- rect and are adopted as a part of the whole Ordinance. SECTION 2. The City Council finds and determines the following: A. The contemplated use of the premises and the contemplated improvements of the premises, as indicated by Target Corporation 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. B. The City Council finds that the improvements sought by Target Corporation 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 Target Corporation. ZxhJb►� L Page 1 of 3 \\codad\departments\1ega1\our documentAordinancesU target abatement ord. doe C. The City Council finds that the Tax Abatement Agreement contains all the terms which are mandatorily required to be included in any tax abatement agreement under §312.205 of the Act. D. In accordance with §312.2041 of the Act, the City Council finds that not later than the date on which the City Council considered this ordinance, and not later than the se- venth day before the date the City enters into a Tax Abatement Agreement with Tar- get Corporation, that the City Manager, through the Director of Economic Develop- ment, who are hereby designated and authorized by the City Council to give such no- tice, 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 Target Corporation, and that this notice included a copy of the pro- posed Tax Abatement Agreement in substantially the form of the Tax Abatement Agreement attached to this ordinance. E. Before the passage of this Ordinance, the City Council held a public hearing in accor- dance with §312.201 of the Act and created Reinvestment Zone No. IX. F. The City Council finds that the project within Reinvestment Zone No. IX is a redeve- lopment of an existing business as defined in the Tax Abatement Policy and requires additional incentives to promote economic development that generally satisfies the requirements of the policy and the City Council hereby authorizes a tax abatement of a maximum of 65% on the increased valuation of the Taxable Real Property im- provements and tangible personal property as more particularly described in the Tax Abatement Agreement attached hereto and made a part hereof by reference as Exhibit "A" (the "Tax Abatement Agreement"). SECTION 3. The Mayor, or in his absence, the Mayor Pro Tem, is hereby authorized to execute the Tax Abatement Agreement with Target Corporation in substantially the same form as the Tax Abatement Agreement attached as Exhibit "A". SECTION 4. The City Council hereby instructs and authorizes the City Manager to in- spect, audit, and evaluate the progress of Target Corporation to determine if it has met all of the conditions of the attached Tax Abatement Agreement prior to the tax abatement going into ef- fect. SECTION 5. 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 6. This Ordinance shall become effective immediately upon its passage and approval. Page 2 of 3 \\codad\departments\legal\our documentAordinancesU target abatement ord.doc da of &6qi6t'l-'2010. PASSED AND APPROVED this the � y ATTEST: JENNIFER WALTERS, CITY SECRETARY e APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: / v Page 3 of 3 TARGET CORPORATION CERTIFICATION BY ASSISTANT SECRETARY (Delegation; Execution of instruments) I, the undersigned, hereby certify that: 1) I am the duly elected Assistant Secretary of Target Corporation, a corporation formed under the laws of the State of Minnesota (the "Corporation"), and that, as such, I am authorized to execute this Certificate on behalf of the Corporation. 2) That the following is a true and correct excerpt from the Bylaws of the Corporation and that as of the date hereof the same remains in full force and effect_ Section 3.1.0. Delegation; Execution of Instruments (a) Unless prohibited by the Board, an officer may, without the approval of the Board, delegate some or all of the duties and powers of his or her office to other persons. (b) All contracts, deeds, mortgages, notes, checks, conveyances, releases of mortgages and other imstnunents shall be signed on behalf of the corporation by the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, or any Vice President, or by such other person or persons pursuant to delegated authority or as may be designated or authorized from time to time by the Board or by the Chief Executive Officer. 3) Attached hereto as Exhibit A is a true and correct copy of a Certificate of Delegation duly executed by John D. Griffith, the duly elected Executive Vice President, Property Development of the Corporation, and such Certificate has not been amended, modified or rescinded and is currently in full force and effect. 4) Attached hereto as Exhibit B is a true and correct copy of a Certificate of Delegation duly executed by Scott Nelson, the duly elected Senior Vice President, Real Estate of the Corporation, and such Certificate has not been amended, modified or rescinded and is currently in full force and effect. 5) John Griffith is the duly elected, qualified and incumbent Executive Vice President, Property Development of the Corporation and is currently employed by the Corporation. 6) Scott Nelson is the duly elected, qualified and incumbent Senior Vice President, Real Estate of the Corporation and is currently employed by the Corporation. 7) Each Authorized Signatory identified on Exhibit B is currently employed by the Corporation. Document # 951133v2 Exhibit D IN WITNESS WHEREOF, I have executed this Certificate the 'ag day of w ,20I[a . TARGET CORPORATION 11 1.1% TA i Wr/, A 1W. Terri K. S ., ACKNOWLEDGEMENT STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) Terri Simard, known by me personally to be the Assistant Secretary of Target Corporation, a Minnesota corporation, on behalf of the Corporation, acknowledged the foregoing instrument before me on this _2± day of 20� �. Notary Public: My Commission Expires: 'J 6• , '� l� a o t 3 Notary Seal: F•9TgF CHRISTORHER D. LEE NOTARY PUBLIC • MINNESOTA ad�T Y MY';OMMISSION EXPIRES JAN. 31, 2013 t� 'F'.v^a�,�_..�=�+`,F""'sir.•. y,:e .�....w�,°�-�".-�•�. Document # 951133v2 EXHIBIT A TARGET CORPORATION CERTIFICATE Or DELEGATION Real Estate — Stores and Corporate Real Estate I, John D. Griffith, Executive Vice President, Property Development of Target Corporation, a Minnesota corporation, being authorized and empowered to do so pursuant to the By -haws of the Corporation, do hereby designate SCOTT NELSON, as an authorized signatory of Target Corporation (hereinafter referred to as the "Corporation), effective as of the date of execution hereon, and hereby delegate to said authorized signatory the power and authority to fully bind the Corporation, and to negotiate, ;,Hake, enter into, execute, deliver and attest on behalf of the Corporation any and all contracts, agreements and other documents and instruments made by or entered into on behalf of the Corporation, including, but not limited to, deeds, mortgages, notes, conveyances, Iand• purchase contracts, options, real and personal property leases and subleases, assignments, easements and other agreements conveying or receiving an interest in land, maintenance contracts, management contracts, construction agreements, reciprocal easement agreements, waivers, consents, bonds, guaranties, licenses and permits (and applications :for same), and other instruments, and to take such action as he deems necessary, advisable or convenient to execute and deliver such contracts, agreements and other instruments on behalf of the Corporation. The authorized signatory may delegate some or all of his power and authority to perform and cant' out the duties and responsibilities contemplated by this action to such other person or persons with such limits and conditions as he, in his sole discretion, may impose, provided that such delegation is in writing. The delegation of any such duties and responsibilities by the authorized signatory shall in no way diminish the authorized signatory's right to exercise the power and authority granted hereby. A copy of this certificate accompanied by a certificate of the Secretary or Assistant Secretary of the Corporation shall constitute all the evidence necessary to indicate and substantiate the due power and authority of said authorized signatory to perform the tasks contemplated by this action. The power and authority granted hereby shall continue in full force and effect until revoked or canceled either by action of the Corporation or the undersigned, or immediately upon cessation of the authorized signatory's employment by the Corporation. Notwithstanding the revocation, cancellation or cessation of the power and authority granted in this certificate, any delegation made by the authorized signatory pursuant to this certificate shall continue in full force and effect until revolted or canceled either by action of the Corporation or the undersigned. Dated effective as of the I day of )2010. TARGET CORPORATION Document u: 1002078 Vcniou:v 1 ACKNIOWLI DG.ENIEN'T STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) John D. Griffith, known by me personally to be the Executive Vice President, Property Development of Target Corporation, a Minnesota corporation, on behalf of the Corporation, acknowledged the foregoing instrument before ine this 1 `3' day of , 2010. Notary Public: My Commission Expires: 1/ 3 (%O-0 45 Notary Seal: DEANNA OLSON NOTARY PUBLIC- CU(PIR S M -20�15 W OMISSION _ VIM/WJNNv� Document #: I002078 Veision:vl EXHIBIT B TARGET CORPORATION CERTIFICATE OF .DELEGATION REAL ESTATE - STORES I, Scott Nelson, Senior Vice President, Real Estate of Target Corporation, a Minnesota corporation, being authorized and empowered to do so pursuant to the By -Laws of Target Corporation, do hereby revoke that certain Certificate of Sub -Delegation dated December 4, 2009, and do hereby delegate to each of JOAN AHRENS, JANE BORDEN, CI-J!RIS CASE and DIETRICH HAAR, each as an "Authorized Signatory" of Target Corporation including its Target Stores division (hereinafter referred to collectively as the "Corporation"), effective as of the date of execution hereof, the power and authority to fully bind the Corporation and to make, execute, deliver and attest on behalf of the Corporation any and all contracts, agreements and other documents made by or entered into on behalf of the Corporation, including, but not limited to, deeds, mortgages, notes, conveyances, land purchase contracts, options, real and personal property leases and subleases, assignments, easements and other agreements conveying or receiving an interest in land, maintenance contracts, management contracts, construction agreements,, reciprocal easement agreements, waivers, consents; bonds, guaranties, licenses and permits (and applications for same), and other instruments; and to take such action as each and any of there deem necessary, advisable or convenient to execute and deliver such contracts, agreements and other instruments on behalf of the Corporation. Each and any such Authorized Signatory is directed to do and perform any and all other acts and duties necessary or incidental to the perforn-lance and execution of the power and responsibility herein expressly granted. A copy of this certificate accompanied by a certificate by the Secretary or Assistant Secretary of the Corporation shall constitute all the evidence necessary to indicate and substantiate the due power and authority of each said Authorized Signatory to perform such tasks. The authority granted hereby shall continue in full force and effect as to each Authorized Signatory until revoked. or cancelled by action of the Corporation or the undersigned, or immediately upon cessation of the Authorized Signatory's employment by the Corporation. Dated effective as of the ' day of _Ma. , 2010. TARGET CORPORATION, a Minnesota corporation By: Sco lson Senior Vice President, Real Estate Document 4. 942372Y4 ACKNOWLEDGEMENT STATE OF MINNESOTA ) ss. . COUNTY OF HENNEPIN ) Scott Nelson, known by me personally to be the Senior Vice President, Real Estate of Target Corporation, a Muinesota corporation, on behalf of the Corporation, acknowledged the foregoing instrument before me this IS day of , 2010, DEMNAOLSON Notary Public Notary Se NOTARY PU9l1G M)jgNesorA • MYCMMSDNOPRI591.312016 My Commission Expires: 311 Q-o 1 Document f: 942372v4 tANI 11 H TARGET CORPORATION CERTIFICATE OF DELEGATION I, Gregg W. Steinhafel, Chief Executive Officer of Target Corporation, a Minnesota corporation, being authorized and empowered to do so pursuant to Section 6.01 of the By -Laws of the Corporation, do hereby delegate to SCOTT NELSON and TERRI SIMARD, as Authorized Signatories of Target Corporation including its Target Stores division (hereinafter referred to collectively as the "Corporation), effective as of the date of execution, hereon, the authority to fully bind the Corporation, and to make, execute, deliver and attest on behalf of the Corporation any and all contracts, agreements and other documents made by or entered into on behalf of the Corporation, including, but not limited to, deeds, mortgages, notes, conveyances, assignments, management contracts, maintenance contracts, land purchase agreements, license agreements, construction agreements, reciprocal easement agreements, options, waivers, consents, real property and personal properly leases and sub -leases, bonds, guaranties, licenses and permits, and applications for same, and other instruments, and to take such other action as each and any of them deem necessary, advisable or convenient to execute and deliver such contracts, agreements or other instruments on behalf of the Corporation. Any such Authorized Signatory may delegate their authority and power to such other person or persons as they may designate in writing. A certificate of the Secretary or Assistant Secretary of the Corporation shall constitute all the evidence necessary to indicate and substantiate the due authority of said Authorized Signatories to perform the tasks contemplated by this action. The authority granted hereby shall continue in full force and effect until revoked or canceled either by action of the Corporation or the undersigned, or immediately upon cessation of the Authorized Signatories' employment by the Corporation. Dated effective as of the l st day of May 200$, TARGET CORPORATION (A Minnesota Corporation) By: _WZt'-e_'-Xr W "I-n/ Gregg W. Steiahafel Chief Executive Officer Document#:498396 Version:vl ACKNOWLEDGEMENT STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) Gregg W. Steinhafel, known by me personally to be the Chief Executive Officer of Target Corporation, a Minnesota corporation, on behalf of the Corporation, acknowledged the foregoing instrument before me this I" day of May 2008. Notary Public: My Commission Expires:f , Notary Sea] :41 pavto L. DOWN NOTARY PUSUC - MINNECOi'A My OwmiWon EXPir" )W 3R Z011 \., . Document k: 488396 Versiort-M TARGET CORPORATION CERTIFICATE OF SUB -DELEGATION REAL ESTATE - CORPORATE I, Scott Nelson, Senior Vice President — Real Estate, of Target Corporation, a Minnesota dorporation (hereinafter referred to as the "Corporation"), "being authorized and empowered to do so pursuant to the By -Laws of the corporation, do hereby revoke that certain Certificate of Sub -Delegation dated May 6, 2009, and do hereby delegate to DAVE MARQUIS, as an "Authorized Signatory" of the corporation, effective as of the date of execution hereof, the power and authority to fully bind the Corporation and to make, execute, deliver and attest on behalf of the Corporation any and all contracts, agreements and other documents made by or entered into on behalf of the Corporation, including, but not limited to, deeds, mortgages, notes, conveyances, land purchase contracts, options, real and personal property leases and subleases, assignments, casements and other agreements conveying or receiving an interest in land, maintenance contracts, management contracts, construction agreements, reciprocal easement agreements, waivers, consents, bonds, guaranties, licenses and permits (and applications for same), and other instruments, and to take such action as he deems necessary, advisable or convenient to execute and deliver such contracts, agreements and other instruments on behalf of the Corporation. Such Authorized Signatory is directed to do and perform any and all other acts and duties necessary or incidental to the performance and execution of the power and responsibility herein expressly granted. A copy of this certificate accompanied by a certificate by the Secretary or Assistant Secretary of the Corporation shall constitute all the evidence necessary to indicate and substantiate the due power and authority of said Authorized Signatory to perfonn such tasks. The authority granted hereby shall continue in full force and effect as to the Authorized Signatory until revolted or cancelled by action of the Corporation or the undersigned, or immediately upon cessation of the Authorized Signatory's employment by the Corporation. Dated effective as of the fy�day of December, 2009. TARGET CORPORATION, a Minnesota corporation By: �4 La—w- X'4 Z scotIson Senior ce Iresident — Real Estate ACKNOWLEDGEMENT STATE OF MINNE90TA ) ss. COUNTY OF HENNEPTN ) Scott Nelson, known by me personally to be the Senior Vice President — Real Estate of Target Corporation, a Minnesota corporation, on behalf of the Corporation, acknWedged the foregoing instrument before me this � day ofDecember, 2009. Notary Public Notary 5 1: JESSICA L. BROICH NOTAl2YPUS�C.HNNESOTA MY CCre MISSIC)N F—:X IROw JAN. 31, 2613 My Commission Expires: 1.74xwttems :: f.'Y'Y EXHIB11 U TARGET CORPORATION CERTIFICATE OF SUB -DELEGATION I, Terri Simard, Vice President — Law of Target Corporation, a Minnesota corporation, being authorized and empowered to do so pursuant to a Certificate of Delegation dated May 1, 2008, do hereby delegate to JOE NUNEZ, as Authorized Signatory of Target Corporation including its Target Stores division (hereinafter referred to collectively as the "Corporation), effective as of the date of execution hereon, the authority to fully bind the Corporation, and to make, execute, deliver and attest on behalf of the Corporation any and all contracts, agreements and other documents made by or entered into on behalf of the Corporation, including, but not limited to, deeds, mortgages, notes, conveyances, assignments, management contracts, maintenance contracts, land purchase agreements, license agreements, construction agreements, reciprocal easement agreements, options, waivers, consents, real property and personal property leases and sub -leases, bonds, guaranties, licenses and permits, and applications for same, and other instruments, and to take such other action as each and any of them deem necessary, advisable or convenient to execute and deliver such contracts, agreements or other instruments on behalf of the Corporation. A certificate of the Secretary or Assistant Secretary of the Corporation shall constitute all the evidence necessary to indicate and substantiate the due authority of said Authorized Signatory to perform the tasks contemplated by this action. The authority granted hereby shall continue in full force and effect until revoked or canceled either by action of the Corporation or the undersigned, or immediately upon cessation of the Authorized Signatory's employment by the Corporation. Effective as of the I day of (�� T 2008, TARGET CORPORATION (A Minnesota Corporation) Vice President — Document N: 498393 Version:Y1 r ACKNOWLEDGEMENT STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN } Terri Simaxd, known by me personally to be the Vice President -- Law of Target Corporation, a Minnesota corporation, on behalf of the Corporation, acknowledged the foregoing instrument befoKe me this % Y'' day of No�kA— 2008. Notary Public: -LDL-- My Comr6ission Expires: �3 1 c�a I U Notary Seal: VVVVW~X DEANNA OLSON NOTARY PUBLIC-6NNWOTA All Coex*rioiif inlJ".31,adt0 r � Document#:500071 Versionwi