1998-247 NOTE Amended by Ordinance No 2001-306
O mANCENO qf
o Or A CE A rSo zn o tO A
AG~EMEm ~TH ~TED COPPER ~UST~ES. INC SETT~G FORTH ~L THE
~Q~D TE~S OF T~ T~ ~ATEMENT AG~EMENT ~ ACCO~CE ~TH
THE TE~S OF C~TER 312 OF THE TE~S T~ CODE. SETT~G FORTH THE
V~OUS CO~ITIONS P~CEDENT TO ~ITED COPPER ~CEW~G THE T~
~ATE~NT, AUTHO~G THE MAYOR TO E~CUTE ~ AG~EMENT ~TH
~TED COPPER ~UST~ES TO PROVUE ELECT~C~ SERVICES FOR A M~-
~ PE~OD OF FWE ~S, PROVinG FOR A SEVE~ILITY CLAUSE. ~
PROVinG ~ EFFECTIVE DATE
~AS, on the 3ra day of Febm~. 1998. after a pubhc hemng duly held m ~cor-
d~ce w~ ~312 201 of the Act, ~e C~ Co~cd p~sed Ordm~ce No 98-016 (~e "Or&-
n~ce'3 estabhs~g Rmnvestment Zone No I, C~ty of Denton, Texas ~ a co~ercm~ndus~al
relnves~mt zone for t~ abatement (~e "Zone"), ~ au~onzed by T~tle 3, Chapter 312, Sub-
chapter B of~e Tex~ T~ Code (~e "Act"), ~d
~AS, on the 12th day of December, 1997, Umted Copper ~dusmes, Inc submit-
ted ~ apphcat~ for t~ abatem~t w~ vroom a~ac~ents to ~e C~ concemng ~e contem-
plated use of c~n prope~ located ~t~n the Zone, ~d
~AS, ~e Cl~ Co~ml finds that the comemplated use of the premmes ~d ~e
contemplated ~mprovments to ~e premmes, ~ mdmmed by Umted Copper Indus~es, Inc ~e
consistent wl~ enco~agmg ~e developm~t of ~e Zone m accord~ce wl~ the p~oses for ~ts
creation ~d ~e m comph~ce wl~ ~e D~ton T~ Abatem~t Pohcy, ~d
~AS, ~e C1V Co~ml deems it m the pubhc interest to enter into a T~ Abate-
ment A~eement ~th Umted Copper ~dusmes, Inc, NOW, THE~FO~,
THE CO~CIL OF THE CITY OF DE~ON ~BY O~S
SECTION I. ~at ~e findmgs contam~ in the prembles to thru ordm~ce ~e ~e ~d
co.eot mhd ~e adopted ~ a pm of ~e whole or&n~ce
SECTION II. That ~e C~ty Council finds ~d dete~lnes the following
1 That the contemplated use of the premmes ~d the contemplated improvements of the prem-
ises, as m&cated by Umted Copper Industries, Inc ~e conmstent with encouraging ~e de-
velopment of ~e Zone m accord~ce with the p~oses of its creation ~d ~e ~n comphmce
with the Denton Tax Abatement Pohcy
2 That the City Co~ml finds ~at ~e improvements sou~t by United Copper Indus~es, Inc
wl~m ~e Zone ~e feamble ~d practmal ~d would be a benefit to ~e l~d to be included in
the Zone ~d to the C~ty after ~e expiration of the T~ Abatement A~eement to be entered
~nto wl~ Umt~ Copper ~dus~es, Inc
3 That the City Council finds that the Tax Abatement Agreement contmns all the terms which
are mandltonly reqmred to be ~ncluded in any tax abatement agreement under §312 205 of
the Act
4 That, m accordance with Tex Tax Code §312 2041, the City Councd finds that not later than
the date on whmh the C~ty Council considered this ordinance, and not later than the seventh
day before the date the C~ty enters ~nto a Tax Abatement Agreement w~th Umted Copper In-
dustries, Inc, that the C~ty Manager, through the D~rector of Economm Development, who
are hereby designated and authorized by the C~ty Counml to g~ve such notice, dehvered to the
presiding officer of the Denton Independent School District and Denton County a written
notice that the C~ty ~ntends to enter into this Tax Abatement Agreement w~th Umted Copper
Industries, Inc, and that th~s not,ce included a copy of the proposed Tax Abatement Agree-
ment m substantmlly the form of the Tax Abatement Agreement attached to th~s ordinance
SECTION III That the Mayor, or m h~s absence, the Mayor Pro Tem, ~s hereby author-
~zed to execute a Tax Abatement Agreement w~th Umted Copper Industries, Inc, substantially ~n
the form of the Tax Abatement Agreement whmh ~s attached to and made a part of thru ordinance
for all purposes as ffwntten word for word hereto Prowded, however, that the Mayor shall exe-
cute the Agreement s~multaneously with the execution of similar tax abatement agreements with
Umted Copper Industries, Inc executed by the Denton Independent School D~stnct and Denton
County so that all these tax abatement agreements take effect at the same t~me
SECTION IV That the Mayor, or m h~s absence, the Mayor Pro Tem is further author-
lzed to execute the attached contract between the C~ty of Denton and Umted Copper Industries,
Inc to prowde exclusive electric serwee for a period of not less than five years, in substantially
the form of the Elect'nc Service Agreement, which ~s attached to and made a part of th~s ordi-
nance for all purposes as if written word for word herein
SECTION V That the C~ty Counml hereby instructs and authorizes the City Manager to
anspect, audit, and evaluate the progress of United Copper Industries, Inc to determine if at has
met all of the eondit~ons of the attached Tax Abatement Agreement prior to the tax abatement
going ~nto effect
SECTION VI That ~f any section, subsection, paragraph, sentence, clause, phrase, or
word m tlus ordmance, or apphcatlon thereof to any person or c~mumstance ~s held ~nvahd by
any court of competent junsdmt~on, such holding shall not affect the vahd~ty of the remalmng
portions of thru ordinance, the C~ty Council of the C~ty of Denton hereby declares that they
would have enacted such remmnmg portions despite any such vahdlty
SECTION VII That this ordmance shall become effective ~mmedmtely upon ~ts passage
and approval
Page 2
PASSED AND APPROVED this the /~Lt day of~L~, 1998
JAC~tq~LER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTORNEY
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
C~ty 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-
tlclpate m tax abatement and has adopted guidelines and criteria governing tax abatement agree-
ments known as the Denton Tax Abatement Policy, and
WHEREAS, on the 27th day of January, 1998, the City Council of Denton, Texas (the
"City Council") adopted the Denton Tax Abatement Policy (the "Policy"), winch is attached
hereto and incorporated herein as Exhibit "A" and made a part of tins Agreement for all pur-
poses, and
WHEREAS, the Policy constitutes appropriate "gmdehnes 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 3r~ day of February, 1998, the City Council passed Ordinance No 98-
016 (the "Orchnanee") establishing Relnvestmant Zone No I, City of Denton, Texas, as a eom-
merclal/mdustnal remvastm~nt zone for tax abatement (the "Zone"), as authorized by Title 3,
Chapter 312, Subehapter 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 12th day of December, 1997, Owner submttted an apphcatlon for tax
abatement with various attachments to the C~ty concermng the contemplated use of the Premises
(the "Apphcatlon for Tax Abatement"), attached hereto and incorporated herein as Exhibit "C"
and made a part ofth~s 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 ~n this Agreement,
and the other terms hereof are consistent with encouraging development of said Zone in accor-
dance w~th the purposes for ~ts creation and are m comphance with the Pohcy and the Ordinance
and similar gmdehnes and criteria adopted by the City and all applicable law, and
WHEREAS, the City Cotmcfl finds that the terms of th~s Agreement, and the Premises
and Contemplated Improvements, meet the apphcable gmdehnes and criteria heretofore adopted
by the C~ty Council, which are set forth m the Pohcy, and
WHEREAS, written notme that the C~ty intends to enter into this Agreement, along with
a copy of th~s Agreement, has been furmshed by the City, ~n the manner and by the t~me pre-
scribed by the Code, to the presiding officers of the govermng bodies of each of the taxing umts
in which the Premises ~s located,
NOW, THEREFORE, the C~ty and Owner for and in cons~deratmn of the premises and
the promises contained hereto 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 majeure delays not to exceed 180 days), a capital investment that establishes an ad-
dlt~onal assessed property value of real property improvements, equipment, and other tangible
and personal property in excess of the assessed property value for the Prenuses on January 1,
Page 2
1998 (value) of at least $35,000,000, by January 31, 2000 a capxtal investment of at least
$37,000,000, and by January 31, 2001 a capital investment of at least $40,400,000 be made wxth
respect to construction and equipping of a building or bmldtngs and other improvements to be
constructed on the Premises which are described in the Apphcatlon for Tax Abatement Owner
agrees to bmld a budding or buildings of approximately 373,000 square feet within the area
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 w~th respect to construction and equipping of the building or
bmldlngs or other ~mprovements to be constructed on the Premises on or before January 1, 1999
(the "Contemplated Improvements") For the purposes of the ~mmed~ately preceding sentence,
capital ~nvestment wxth respect to construction and eqmpp~ng the Contemplated Improvements
shall ~nclude (1) costs related to the development and ~mprovement of the real estate, including,
without lmutatlon, construction costs and design and eng~neenng 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 m the Application for Tax Abatement For the purposes of th~s paragraph, the term
"fome majeure" shall mean any clmumstance or any condition beyond the control of Owner, as
set forth m Section XXII "Force Majeure" which makes ~t 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 ~n accordance with the C~ty's Tax Abatement Policy, the number of years of tax abate-
ment will be reduced to coincide with the maxxmum years of abatement per the amount of the
value established by the Policy For example, ~fthe total value established by the capital invest-
ment m 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, tn addition to the proportional reduction ~n abate-
ment reqmred under Sections I(C) and (F) hereof
B A condttlon of the abatement is that the Contemplated Improvements be con-
strutted and the Premises be used substantially m 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 mmtmum 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 fome majeure conditions
make it impossible for any condition m 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, m 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 afler 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
w~thln the area described m Exhibit "B" wlttun the Zone
Page 4
D Owner covenants that as of January 1, 1998, there were no bmldxngs, structures,
eqmpment, personal property, or other ~mprovements (defined below) on the Premises A con-
d~t~on of th~s abatement ~s that throughout the Term of the Abatement, the Contemplated Im-
provements shall be operated and mamtmned for the purposes set forth hereto so that the uses of
the Premises shall be consistent w~th the general purpose of encouraging development or rede-
velopment of the Zone, except as otherwise authorized or modffied by th~s Agreement
E The C~ty 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 terra,natron whmh results ~n
the Owner falhng below one or more of the mm~mum threshold levels set forth m SeeUon V(B)
hereof, the Owner shall refund to the City all prewous 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-t~me Jobs are not employed, or the payroll does
not reach $8,500,000 or any other threshold ~n SecUon I(C), the tax abatement will be reduced by
the percontage 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 o f non-comphance For example, ff the total value of structures and ~mprovements to
the real estate and the personal property tnstalled and eqmpped within the structures ~s
$31,500,000 or 10% less and there are only 250 full-t~me 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 ~mmed~ately, upon receiving notme from the City, remit the amount by wluch the
tax abatement should be reduced w~th mterest at s~x percent (6%) per annum from the t~me the
Owner was not m comphance For example, m the example above, Owner would remit 2 5% of
Page 5
the total abatement from the date the abatement was recmved and ~nterest on the prtnmpal
amount from the date the Owner was not in comphance
G Stmultaneously wtth the execution of this Agreement, the Owner shall enter into a
long-term agreement with the City of Denton Municipal Utihties for the prows~on of electric
service for a term of not less than five years, and shall maintmn 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 Cxty for electrical
service causes a termination of the electrical services agreement, shall not constitute a default ~n
performance of fins 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 ~t has adopted guidelines and criteria governing tax
abatement agreements for the Ctty to allow it to enter into this Agreement contmmng the terms
set forth hereto
B The City has concluded that procedures followed by the City conform to the re-
qmrements 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 m an ~mprovement 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
Zomng Commission of the City, or any member of the govcrmng body of any taxing units joln-
lng 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 cond,tlons 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 Premases 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 ~n 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 ~nventory and supplies, shall be the following portion of the ~ncrease in value of such
Page 7
tangablel personal property on the Premases over the value on January 1, 1998 tn accordance wtth
Sectaon 312 204 of the Code
Twenty-five percent (25%) of the increase tn value of the tangable personal property on
the Premases whach as used by Owner an the operataon of the Contemplated Improve-
ments
D Owner shall have the right to protest and contest any or all apprmsals or assess-
ments of the Premises and/or Improvements or any tangable personal property owned by Owner
If Owner is successful ~n obtmmng a reduction an taxes based upon such protest or contest atter a
tax abatement for that year has been granted, it shall ammedlately notafy the Caty, through its Caty
Manager
E The term of the Abatement (the "Term") shall began on January 1 of the year fol-
lowang the calendar year an wbach a certificate of occupancy as assued by the Caty for the Im-
provements (the "Beginning Date") and, unless sooner terminated as herean provided, shall end
st th
on the December 31 ammediately preceding the 6 annaversa~ of the Begannang Date
F If the value of the Improvements, the number of employees, or payroll requare-
ments are not met, the tax abatement will be reduced by a pementage 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 C~ty
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 eondmons 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 tames deemed appropriate by the City) evalu-
Page 8
ate the ProJect to ensure comphance with this Agreement Owner shall prowde ~nfonnatlon to
the City on a form provided by the City for the evaluation The information shall ~nclude the
following
(2) 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 demslon 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 wdl 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 hrs demslon 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 C~ty Council be anthonzed to terminate, reduce, or recapture the Abatement un-
less the conditions of the Abatement are not satisfied within the time frames specified herein
Dunng normal office hours throughout the Term of thrs Agreement, providing
reasonable notice is given to Owner, the City shall have access to the Premises by City employ-
ees for the purpose of respecting the Premises and the Improvements to ensure that the Ira-
Page 9
provements are being made tn accordance with the specfficat~ons and conditions of th~s Agree-
ment and to verify that the conditions of this Agreement are being comphed w~th, prowded that
such ~nspectmn shall not ~nterfere with Owner's normal busxness operations
D The Owner shall annually make a certfficatton in writing to the City Council, the
Commissioners Court of Denton County, and the Board of Trustees of the Denton Independent
School Dlstnct, on or before June 1st of each year this Agreement ~s ~n effect, except for the first
year when Owner shall have until July 31, 1999 to make th~s certfficatmn, that certffies that the
Owner is in comphance with each applicable term of thxs Agreement and any other tax abate-
ment agreement it may have entered into w~th Denton County and the Denton Independent
School Dmtnct
E That s~multaneously with the execution of th~s Agreement, Owner ~s entenng into
s~mdar tax abatement agreements w~th Denton County and the Denton Independent School D~s-
tnct Nothing in th~s Agreement shall preclude Denton County and the Denton Independent
School D~stnct from entenng into tax abatement agreements whmh contain different terms and
conditions than th~s Agreement and thfferent portions of abatement than shown ~n paragraph
III(B) and (C) of th~s Agreement, m accordance w~th Section 312 206(c) of the Act, Chapter 312,
Subchapter B, of the Act, and all other apphcable laws
V
FAILURE TO MEET CONDITIONS
A In the event that (0 the conditions ~n 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 w~th respect to any tangible personal property, ff any, owned
by the Owner whmh ~s located ~n the Improvements, owed the C~ty to become dehnquent and
falls to t~mely 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 (Ill) 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 tn paragraphs
I(A), (C), (F), and (G) shall not be deemed to occur merely because at a partmular t~me ~t cannot
be determined whether such condition will be met, but shall occur only tf at a particular t~me ~t
can be definitively determined that such condition will not be met) In the event that a Condition
Fmlure occurs, the City shall give Owner written notice of such Condmon Failure and ~f the
Condition Failure has not been cured or satisfied within ninety (90) days of smd written notice,
the Abatement shall be reduced in accordance with paragraph I(F), and Owner shall mm~t 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 w~thheld If a Condition Failure
~s not cured or satisfied after the expiration of the apphcable notice and cure or satisfaction pen-
ods, the Abatement shall be terminated with respect to the year in which notice of the Condition
Fmlure is g~ven and all future years It being understood that the Abatement with respect to any
year pnor to the year in which notice of the Condition Fmlure ~s 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
w~th interest for the year in which the notice of Condition Failure is given
Page
B If, however, the Owner fatls to construct any structures or other ~mprovements, or
fmls to install any eqmpment or other tangible personal property within the Premises by January
31, 1999, ffthe value of all improvements falls below the current minimum $5,000,000 threshold
or ~fthe Owner fads to employ at least 130 jobs by July 31, 1999, or ~f the total employment
w~thm the term of thts Agreement falls below 130, or the Owner fmls to reach at least a payroll
of $4,420,000 for any of the s~x years of abatement, whmh causes the amount of Abatement to be
reduced to zero, or Owner falls to execute the contract wtth the City to prowde electric servtce or
fads to mmntam performance of ~ts contractual obhgat~ons for the full penod of the contract,
then th~s Agreement may be termmated by the C~ty In th~s event, Owner shall refund to the C~ty
all tax abatements prewously granted and received under thts Agreement with interest on the
amount to be refunded at slx percent (6%) per annum Addmonally, as set forth ~n Sectton 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 wtth the Ctty's Tax Abatement Pohcy
C That tn the event of a condition fatlure by Owner which ~s not cured or sattsfied as
set forth hereto, m addition to a partml or total recapture of the tax abatement, the Ctty may can-
cel or modify th~s Agreement
VI
EFFECT OF SALE, ASSIGNMENT, OR LEASE OF PROPERTY
A The Abatement wtth respect to the ProJect, lncludtng any tangible personal prop-
erty located on the ProJect owned by Owner shall vest tn Owner and shall be asstgnable, wtth
Ctty approval, which shall not be unreasonably w~thheld, to any tndtvtdual, partnershtp, joint
venture, corporation, trust or other entity 0rrespect~ve of whether or not such assignee ts related
to or affihated wtth Owner) whmh acqmres t~tle to the ProJect Any asstgnee of Owner or any
Page 12
assignee of a d~rect or indirect assignee of Owner shall be treated as "Owner" under th~s agree-
ment No assignment shall reqmre the consent of C~ty ~f, following such assignment, the Owner
continues to occupy and operate the Contemplated Improvements for the full term of th~s
Agreement Nor shall the consent of the City be necessary ~fthe 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 mall postage pre-
pare or by hand dehvery
OWNER CITY
Dean Brown, V~ce President Ted Benavldes, City Manager
United Copper Indusmes, Inc City of Denton
P O Box 2617 215 East McI~nney
Coppell, Texas 75019 Denton, Texas 76201
VIII
CITY COUNCIL AUTHORIZATION
Th~s Agreement was authorized by the C~ty Council by passage of an enabling ordinance
at xts meeting on the 18th day of August, 1998, authonzlng 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
Thxs Agreement was entered into by Owner, pursuant to authority granted by the Board
of Dlreotors of Owner, as anthonzed by corporate resolution to execute this Agreement on behalf
of Owner, a certificate evidencing such resolution and consent is attached hereto and incorpo-
rated hereto as Exhibit "F" as ffwntten word for word herein
Page 13
X
SEVERABIILTY
In the event any section, subsection, paragraph, sentence, phrase or work is held lnvahd,
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 (ii) 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-
lng term of this Agreement, the levels and remaining term of the Abatement m effect, and such
other matters reasonably requested by the party(les) 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 vahdlty 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 ht~gat~on
Page 14
XIII
APPLICABLE LAW
This Agreement shall be construed under the laws of the State of Texas Venue for any
action under thts Agreement shall be the State's District Court of Denton County, Texas This
Agreement ts performable tn Denton County, Texas
XIV
RECORDATION OF AGREEMENT
A certffied copy of thts Agreement tn recordable form shall be recorded tn the Deed Rec-
ords of Denton County, Texas
XV
MUTUAL ASSISTANCE
Ctty and Owner agree to do all things necessary or appropriate to carry out the terms and
promstons ofthts Agreement and to atd and assist each other tn carrying out such terms and pro-
vtslons Owner and Ctty agree at any ttme, and from ttme to t~me, to execute any and all docu-
ments reasonably requested by the other party to carry out the tntent of thts Agreement
XVI
ENTIRE AGREEMENT
Thts mstrument w~th the attached exhibits and the agreement to be executed between the
parttes for the prowslon of electric sermce to Owner by the Ctty, contmns the entire agreement
between the part,es w~th respect to the transactton contemplated tn thts Agreement
XVII
BINDING
Thts Agreement shall be b~ndmg on the parttes and the respecttve successors, assigns,
hetrs, and legal representatives
Page 15
XVIII
COUNTERPARTS
Th~s Agreement may be executed in counterparts, each of whmh 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 ~n th~s Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement
NO JOINT VENTURE
Nothing contained in this Agreement is ~ntended by the parties to create a partnership or
joint venture between the parties, and any lmphcat~on to the contrary xs hereby disavowed
XXI
AMENDMENT
Th~s 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 m Title 3, Chapter
312 of the Code
XXII
FORCE MAJEURE
If, because of flood, fire, explosions, civil disturbances, stnkes, 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 obh-
gatlons under tlus 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 th~s Agreement was EXECUTED this //~//'x day o~, 1998, by duly
authorized offictals of the C~ty and by Umted Copper Industries, a Texas corporation, s~multane-
ously w~th the execution of s~mflar Tax Abatement Agreements between Umted Copper Indus-
tries and the Denton Independent School D~stnct and Denton County
CITY OF DENTON, TEXAS
JACK ~, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTORNEY
UNITED COPPER INDUSTRIES, INC
T~tle
ATTEST
Page 17
STATE OF TEXAS §
COUNTY OF DENTON §
Before me, the undersigned authority, a Notary Public tn and for satd State of Texas, on
thts day personally appeared Jack Miller, Mayor for the C~ty 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
my hand and seal of office th~s the/~"day o~, 1998
Given
under
_. .......
~ ~~~ 1~,1~8~ ~ ~t['ar~ Pu~ ir] ~nd"for th~ -
~iite of T4xas
My Commission Expires /~/~/~]ff
STATE OF TEXAS §
COUNTY OF DENTON §
Before me, the undersigned anthon[y, a Notary Pubhc in and for smd State of Texas, on
this day personally appeared ~_aa.....,~ , on behalf of Umted 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 foregolrl~ 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 thru the/l-~day of ~, 1998
.... ""i
~ ~ublmc .State_0[!~,~as ~ N~)~r~'~ti[~/l~ lnknd foithe
§ ~ Corniness&on Exp&ms 12 19 98 g S(tte of Tgx~
~1~.. ................. ,..,...,.[t
, ~ .
My Co~ss~on Expires
Page 18
EXHIBI~ A
DENTON POLICY FOR
TAX ABATEMENT
I GENERAL PURPOSE AND OBJECTIVES
The City of Denton (City), the Denton Independent School D~stnct (DISD) and Denton County
are committed to the promotion of bagh quality development tn all parts of the c~ty and to an ongoing
improvement m the qunhty of hfe for its citizens Insofar as these objecnves 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, g~ve consideranon to providing tax abatement as a stimulation for economic
developmentln Denton It is the pohcy of the City and DISD that smd considerationwlll be provided tn
accordance with the procedures and criteria outlined tn ttus document Nothing herein shall imply or
suggest that the City, DISD or Denton County are under any obhganon to provide tax abatement to any
applicant AIl apphcants shall be considered on a case-by-case basis
Tax inducements, as described In this policy, vall be considered for new, expanding and
modermzang basic industries, corporate office headquarters and dlstnbunon centers
II. CRITERIA
Any request for a tax abatement shall be reviewed by the Jomt Committee on Tax Abatement,
said Comrmttee b~lng comprised of two elected officials fi'om each of the taxing entrees involved One
addtttonal staff per,on from each juns&ctton shall be appointed to serve as a nonvon~mo
member of the comnuttee
The Jomt Comrmttee on Tax Abatement serves as a reconunerdmg body to the taxing entities
regarding whether economic development mcent~ves should be offered in each individual case Their
recommendataon shall be based upon an evaluaUon of the follovang cntena wbach each applicant vail
be requested to address in narratave format
1 History and Ptulosophy of the firm
25
a) Nature of products and geographic penetration
b) Flnancml statements for past five years or hfe of firm whichever Is shorter
c) Chronology of plant opemngs, closings, & relocations over past 15 years
d) Record of mergers and financml restmctunng during last five years
e) Record of employment and trmnmg provided for handicapped and chronically
unemployed
2 Project Spee~fieauons
a) Provtde plat of project including all roadways, land use and zomng w~thm 500 feet of
s~te Legal description of s~te ~s reqmred
b) Is the project a relocation or new facility to expand operauons If relocation, g~ve
current location
c) Project investment m real and personal property at the above s~te 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 ~s the total current payroll and the projected payroll when project is completed
f) Describe employment trmmng reqmrements including provls~ons for trmmng
hancheapped and chromcally unemployed ~f apphcable
g) Project utility (gas, electricity, water, ere ) usage for each of next ten years
h) Estmaate the infrastructure (streets, sewer, water, ere ) reqmrements necessary to
operate the new facility
0 Estn'nata the annual operating budget for next ten years
j) Will the occupants of the project be owner or lessees9 If lessees, are occupancy
corarmtments already existing9
k) Coive the name, afldress, and telephone number of contact person
26
3 The commumty ~mpact of the project
a) Project the value of real and personal property that wall be added to the tax rolls
b) Using current rates estimate the additional taxes that will be directly generated b~ 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 m the tax rolls for each taxing entity for the next ten years
g) Estimate the infrastructure constmctlon that would be reqmred 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 avmlable from the requesting entity
0 Estimate the increase m students by grade level resulting from the project ~nclu&ng
the multiplier effect (indirect growth) for the next ten years Show the increase for
each impacted school dlsmct
j) Provide description of any bastoncally sigmficant area included within the project's
area If any, give detad of how the historically slgraficant area will be preserved
k) Provide mformataon of any detrimental effect on existing businesses, recreational
areas, and residenUal area
1) Provide detatls of any benefit to an area of the community targeted for
revitahzatwn/redevelopment
IlL VALUE OF INCENTIVES
The criteria outlined in Section II will be used by the $omt Committee on Tax Abatement m
detemumng whether or not it is in the best interests of the affected tayang entities to recommend that tax
abatement be offered to a partmular facthty Specffic considerations wll include the degree to wbach the
individual project furthers the goals and objectives of the commumty, as well as the relative impact of
the project New, expanchng and modermzmg businesses vail be ehgible for abatement if the minimum
27
threshold, as descnbedbelow ts met
Once a determinanonhas been made that a tax abatement should be offered, the value and term of
the abatement will be determined by referencing the following table
TABLE 1 Establishes maximum length of abatement according to assessed real property value of
improvements and personal property
MAXIMUM MAXIMUM
VALUE OF STRUCTURE YEARS OF PERCENTAGE OF
AND PERSONAL PROPERTY ABATEMENT ABATEMENT
100 10 25%
80 9 25%
65 8 25%
50 7 25%
35 6 25%
20 5 25%
15 4 25%
10 3 25%
5 2 25%
If an existing business ts located within the boundaries of the partmlpaung junsdmUons and
decides to expand or relocate wattun such boundaries, the actual value of the structure shall be
multlphed by 125% prior to uuhzan$ Table 1 Ifthe expanding or relocatmg busmess is abandomng any
property or tmprovemems watun the junsdmttons, the value of ttus abandoned property shall be
sub~'acted from the new value figure prior to muluplymg the value by 125%
The tax abatement shall not apply to any pomon of the land value of the project
Applicants agreeing to extend mfi'astmcture improvements (streets and uulmes) to improve
other industrial sites wluch can be marketed by the Chamber of Commeme Economm Development
Director may be ehgible for a greater tax benefit than those descnbod above by uuhzmg tax increment
financing procedures The offenng of such an inducement will be evaluated on a case-by-case basis
dependant upon the apphcant's ablhty to make avmlable improved industrial roes
Preliminary Application
IV PROCEDURAL GUIDELINES
Any person, orgamzat~on or corporation desmng that the C~ty or DISD consider providing tax
abatement to encourage location or expansion of facflmes w~th~n the bruits of the jurisdictions shall be
reqmred to comply with the £ollowang procedural gmdehnes Nothing within these gmdehnes shall
tmply or suggest that either the City, or DISD, ~s under any obhgat~on to provide tax abatement to any
apphcant
A Apphcant shall complete the attached "Apphcat~on for Tax Abatement"
B Apphcant shall address all criteria outhned ~n Section II above m narrative form
C Apphcant shall prepare a map showang the precise location of the property and all
roadways w~th~n 500 feet of the site
D If the property ~s described by metes and bounds, a complete legal descnpaon shall be
prowded
E Apphcant shall complete all forms and information detailed ~n ~tems A through D above
and submit them to the City Manager, City of Denton, 215 E Mci<ho. ney, Denton, TX
76201
Annheat~on Review Stem
F All mformat~on m the apphcat~on package detmled above wall be reviewed for
completeness and accuracy Addmonal ~nformat~on may be requested as needed
G The apphcatlon wall be d~stnbuted to the appropnate C~ty and DISD departments for
internal rewew and comments Additional mformat~on may be requested as needed
H Cop~es of the complete apphcat~on package and staff comments wall be provided to the
Joint Committee on Tax Abatement
29
Consideration of the Application
The Joint Committee on Tax Abatement will consider the application at a regular or called
meeting(s) Additional mformaUon may be requested as needed
The recommendaUon of the Joint Committee on Tax Abatement will be forwarded, with
all relevant materials, to the chief admmlstrauve office of each taxing entity
If the City Council of Denton decides to grant a tax abatement it shall consider a
resolution calling a pubhc heanng to consider establishment of a tax reinvestment zone ~n
accordance with SecUon 312 201 of the Tax code and meeting one or more of the criteria
of Secuon 312 202 of the Tax Code
The City Council of Denton shall hold the public heanng and determine whether the
project is "feasible and practical and would be of benefit to the land to be included m the
zone and mum¢lpahty in accordance with Section 312 201" Special consideration shall
be g~ven to policies noted ~n the Denton Development Plan when des~gnaung a tax
reinvestment zone
The City Council of Denton may consider adoption of an ordinance designating the area
described m the legal desenpuon of the proposed project as a commercial/industrial tax
abatement zone.
The C~ty Council may consider adoption of an ordinance or resolution approving the
ternm and conchUons of a contract between the City and the applicant govermng the
prov~sion of the tax abatement and the commitments of the applicant including all the
terms requtred by Section 312 205 of the Tax Code and such other terms and conditions as
the City Council may reqmre Should the comrmtments subsequently not be satisfied, the
tax abatement shall be null and void, and all abated taxes shall be prod xmmediately to the
City of Denton and all other taxing junsdicUons participating in the tax abatement
~S~,A~EZ~D{U'~DVSVC~TAX ABA~?AX A~ATI~'~mI~r ~'O{.IC¥ ~ 3 0
agreement Provlslonsto this effect shall be lncorporatedlnto the agreement
O The govermng bodies of the various taxing entities may consider ratification of and
participation m the tax abatement agreement between the City of Denton and the
apphcant
Any tax abatement agreement will address various issues, mclu&ng, but not hm~ted to, the
following
General descnptlon of the project,
2Amount of the tax abatement and percent of value to be abated each year,
3Method of calculating the value of the abatemem,
4Durauon of the abatement, ~ncludmg commencement date and tenmnatlon date,
5Legal description oD. he property,
6Kand, number, location and timetable of planned ~mprovements;
7Specffic terms and condmons to be met by apphcant;
8The proposed use of the facility and nature of construction,
9 Contractual obhgaUons in the event of default, violation of terms or conditions, delinquent
taxes, recapture, adrmmstraUonand asstgnment
Annual Evaluation
Upon completion of construction, the Joint Comrmttee on Tax Abatement shall annually
evaluate each facthty receiving abatement to msure compliance with the agreement and report possible
violations of the agreement to the taxing entities
Transferor 4.sslgnment
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
ALL that,certain lot, t~act or parcel of lend lying end being sttuated tn the Ctty and Count~ of Denton,
State of Texas, bemg part of the M. Forrest Survey, Abstract ~umber 417 and being more par~cularly
described las follows:
BEGINNING at the southwest COFFer of 90 6566 acre tract described as Tract III by Special Warrant~
deed conveyed to Albertson's Incorporated recorded in Volume 3205, Page 214 of the Real Propers/
Records of Denton County, Texas, sand poma also lying on the north hne of U.S. Highway 380;
THKNCE South a d~stanee of 63 feet to the centerhne of said U S Highway 380;
THENCE Northeasterly along the centertine of U.S. Htghway 380 a distance of 4~63 feet to a point for
corner;
THENCE 'North pmhg at 63 feet the north right-of-way line of U.S. Htghway 380 and continuing
along the ~ast line ora 28 aeea true~ conveyed to D.C. Builard, et ux by deed recorded in Volume 432,
Page 149 aftbe Deed Records of Denton County, Texas, eontinuhg North and passing the northeast
coFFer of said Bullord tract and continuing North to a point in the eenterline of FbhtFFp Road;
THENCE Westerly and northwesterly along the eenterflne courses of Fishtrap Road a distance of
3,210 feet to a point for corner, sam point being the intersection of the eeuteriJne of Fishtrap Road and
the eentat4in~ of the Union Pacific Railroad;
THENCE Southwesterly along the eantertine of the Union Paedie Railroad a distance of 1,'/10 feet to a
point for corner;,
THENCE South passing at 64 feet the most northerly northwest comer of sam 90.6S66 acre
Albertson's tract and eonthuhq a total dbtance of 240 feet to a point for corner, sam point being the
northwest corner ora 1.4S? acre SAVE & EXCEPT tract described as Tract !I in sam AlberUon's
deed recorded in Volume 320S, Pale 214 R.P.R.D.C.T.;
THENCE [Southem(erly don[ the not, least line of sam 1.4S'/acre tract a distance of S64 feet to a
point for corner, sam point bin[ the southeast corner or enid 1.4S'/aer~ trnct;
THENCE South along (be west line ora 2.114 acre tract described as TFFet I in said .ddberUou's deed
recorded in Volume 320~ Pap 214 R.P.R.D.C.T. a distance of 662 to the southwest coFFer of smd
2.114 acre (reel;
THENCE West · dbtnBee of 69 feet to (he mo~t southerly northwest conner of saM 90.6S66 acre
.4dberUon'~l tract;
THENCE South a distance or 18s feet to the POINT OF BEGINNING and containing 163 acres of
lamL
~ United Copper Industries
Apphcation for Tax Abatement
Prepared for
Proposed Denton Site
Dec~mber 12, 1997
!
TABLE 0FCONTENTS
Section I EXECUTWE SUMMARY
Section Il APPLICATION FOR TAX ABATEMENT
Section IH NARRATIVE SECTION OF APPLICATION
Section IV PROPOSED BUll.DING LAYOUT
Section V AERIAL OF S1TE
Section VI LEGAL DESCRIPTION OF SITE
3 6 Trammell Crow Dallas~Fort Worth
~'"~_~ U~ITId Copplr I~dustmes
DeCember 12 1997
We are pleased to have the opportunity to subrmt this apphcauon for tax abatements lo your uouncll
Trammell Crow started wor~ng with Umted Copper dunng the third quarter ct 1996 We suc~.esstully
helped them secure a 110 000 square foot d, stnbutlon facility m Coppell Halt ct th,s tacd~ty ~s ,.urrently
being used by one of their sister compames Cambndge-L~e Indusmes Cambndge-L~e Indusmes is a
d~smbutor of copper tubing The balance ct the warehouse ~s used by Umted Copper tot d~stnbuuon
purposes
Along with a variety of other US businesses. Cambridge-Lee and Umted Copper are owned by IUSA or
Umted lndusmes a privately held d~vers~fied Mexscan conglomerate
The long term plan ct Umted lndusmes ~s to develop a Nanonal Headquarters m North Texas We have
se~.ured the 91 acre s~te as a possible lo, at,on for them to l~ck-off their US developments The first phase
ct th~s project will be to build the corporate headquarters tot United Copper Indusmes tbe~r nauonal
dismbutton center arid the integrated copper wire and cable manufactunng facthty
We feel that this facihty wdl serve as a flagship on the east side of Denton for future developments The
braiding will be a showpteee wNch should act as a magnet for other developments m the area
In addition to tbejobs created and the tax dollars generated we feel th~s project will be wewed as a
statement towards our wdhngness to develop future business with Mexico
We are v~ry excited about this project The econonuc mcennves offered will be a key part of the over-all
evaluation of where to leeate this operation We look forward to working w~th you
Smcerely.
Seth T Kelly P' Dave D Noble
3 7 Trammell Crow Dalla {/Fort Worth
~ LJ~t~d Copp~ hd~s~nt~s
APPLICATION FOR TAX ABA TEMENT
Property Owner.
-klbertson q [nc
250 ParkCenter Boulevard
Boise Idaho 8'~726
Attn Make Baldner
Phone # 208 39'~ 669'5
Under contract tot sale to
TrammeQ Crow Company (Developer)
2200 Ross Avenue
Smte 3700
Dallas. Texas 7~201
Attn Seth T Kelly
Phone # 214 979 6144
Property Owner's Representative:
(SEE ABOVE)
Property Address:
2727 CJeeshng Road (Estimate of street address)
Denton, Texas 76208
Located within:
City of Denton
Denton County
Description of i~oJoct:
Approximately 91 acres located at the northwest comer of 380 and
Geeslmg The building will be apprordraately 420,000 square feet and shall
face Geeshng Road (See attached s~te plan)
Date projected for occupancy of project/initiation of operations:
January 1999
3 8 Trammell Crow Dalla*/Fort Worth
NARRATIVE QUESTION~AN5 WER SECTION OF APPLICATION
H~storv and Philosophy of the firm.
al Nature of products and geographic penetration.
The primary products to be manufactured at tfus faclhty will be TYPE THHN conductor
copper w~re tor the commercml constmcuon market and TYPE NM-B conductor copper
wire for the residential construction market The facthty will have the capacity to produce
120 000 000 pounds ot each w~re type per year In addmon to the manutacmnng or these
wu;es the company will complement their inventory with other related products that will be
produced elsewhere
The wdl dehver product to all 48 contiguous states
Company
b) F,nanclal statements for the past five years or hfe of firm whichever ~s shorter
Because the concern ns privately held and has no desire to have the financml statements to
be of pubhc record, we would kke to request a private meetmg to review the financial
cond~uon of the enuty
ProJect Specifications.'
a) Provide plat of project including ali roadways, land use and zomng within $00 feet of the
site. Legal description of the site is required.
(SEE SECTIONS IV, V AND VI)
b) Is the project ,, relocation or new f,,¢llity to expand operations? If relocation, give current
location.
This is a proposed new facility Umted Copper currently has a ~0.000 square foot
dlsmbutloll facthty located at 1110 Executive Drive, Suite $00, Coppell, Texas 75019
This fa~lhty was leased February 15 1997 for a term of three years and slx months
Umted Copper has a subtenant prepared to move into tlus facthty when they move thetr
dlsmbutlon operations to Denton
Trammell Crow Dallav/Fort Worth
39
~ cl ProJect m~estment in real and personal property at the above site for years 1, 5, and 10
Real Property Personal Property
I 5 ear I $10 000 000 $27,102,000 Equipment
$37,500 000 Inventory
Year 5 (Same as above + ~nflatmn)
I Year 10 (Same as above + inflation)
d) Project permanent employment for the next ten years resulting from the new tnvestment
I Include esttmate average annual salary on new jobs.
Employment ~
I Year I 260 $34,000
Year 2 325 $36,000
Year 3 390 $38,200
I 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
I Year 9 732 $54,200
Year 10 800+ $57,450
I e) What Is the total current payroll and the projected payroll when the
project
IS
completed9
Cra'rent payroll $3,100,000 at Dtstnbutton facfltty in Coppell
I Payroll at completion $8,840,000
per
year
i t~ Describe employment training requirements tf apphcable.
The average worker will need to be lughly trained tn order to operate the state of the art
producUon eqmpmant to be install m flus faclhty The company plans on worhng with
local educauonal mstttuttons to help supply them wtth flus traimng
I
I
I
I 4 0 Trammell Crow Dallas/Fort Worth
[~ water, etc ) usage for sears 1, 5 and 10
Project
utlhtV
tgas,
electricity,
G~ Ele~.tn¢
Yeac l 2{)4 tmlilOn ~u/tt/year 14 4 million kw/hfs
%e do not expe~t the utlhty consumption to increase until future production tacihtles axe built on
the ~te There are no ~peclal water requlrement~
h) Estimate the infrastructure (streets, sewer, water, ete ) requirements necessary to operate
the new facility
It will be necessaxy to bring both water and sewer hnes to the site Additionally Geeshng Road
will need to be widened and paved
t) Will the occupants of the project be owner or lessees ~ If lessees, are occupancy
commitments already existing?
It is undecided at this time
r I) Give the name, address, and telephone number of the contact person
Mr Dean Brown
United Copper Indusmes
l 110 Executive Drive
Suite 500
Coppell, Texas 75019
PH 972 393 6979
Mr Seth T Kelly (Project Coordinator)
Trammell Crow Company
2200 Ross Avenue
State 3700
Dallas. Texas 75201
PH 214 979 6144
Mr Dave Noble (Development Coordinator)
Trammell Crow Company
2200 Ross Avenue
State 3700
Dallas, Texas 75201
PH 214 979 6'582
41 Trammell Crow DalladFort Worth
~dCopp~r Industries
~ Fhe community ~mpact of the project
ISEE EXECUTIVE SUMMARY)
Trammell Crow Dallas~Fort Worth
43
SCHEDU~
46
SCIT~r~L'LE I
to Contract of Sale
~.11 that certain tract or parcel of land situated m the MOREAU FORREST SURVEY,
~STRACT NO 417, Denton Count3,, 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 m Volume 522, Page 501, Deed Records, Denton County, Texas, and being more
fully described as follows
BEGINNING at the Northeast coruer of smd 3 465 acre tract,
deg 59 mm 2:5 sec West, along and near a fence on the l:.qq boundary [me of
South
smd 3 465 acre tract, a distance of 696 90 feet to an tron pm,
~CE South 85 deg 13 mm 12 sec West, along a fence a distance of 130 67 feet to a point,
Tt-IENCE N'onh 00 deg 59 nun 25 sec East, a d~stance of 661 89 feet to a point tn the Southwest
right-of-way of an easement to Texas Mumclpal Power Agency recorded tn Volume ! 167, Page
260, Deed Records of Denton County, Texas,
TI-I;ENCE North 38 deg 18 mm 38 sec West, along smd easement nght-of-way a distance of 57 46
feet to a point tn the North boundaxy [me of smd 3 465 acre tract,
TI-IENCE North 89 deg 43 mm 16 sec F. ast, along a fence a chstance of 166 44 feet to the PO12qT
OF BEGINNING, and containing 2 114 acres of land, mom or less
Tract II
LOT lB of the MA.RG-SAM SUBDMSION, an Addmon to the City of Denton, Texas,
according to the Replat thereof tn Cabinet H, Page 237, Plat P,~o~, Denton County,
recorded
Texas
Tract
All that certain tract or pamel of land sttuated m the M FORR~T SURVEY, ABSTRACT NO
417 and the T H I.IVING SURVEY, ABSTRACT NO 729, Denton County, Texas, being all
of TRACT 2 of the MARG-SAM SUBDIVISION, an Adcht~on to the C~ty of Denton, Texas,
according to the plat thereof recorded tn Volume 11, Page 25, Plat Records, Denton County,
Texas, and being more fully described as follows
47
BEGLN'N'LNG at a round a'on pm on the south right-of-way of the Texas and Pacific Rm.[road at
tts ,ncer~ecr~on u/th the m~ddle of M. mgo Road, sand comer being the North Northeast comer of
sa~d Tract 2 un the T H Ltvmg Survey,
TIq2E.NCE Souttl 27 dog 35 mm 18 sec East tn .%,hngo Road past the South boundary lane of the
T H L~mg Sur~ev, wNch ts the North boundary [me of the M For'rest Survey and contmmng
a d~tance or 3 i0 97 feet to an tron pm at a mm tn Mango Road,
THENCE South 83 dog 15 mm 31 sec East m Mmgo Road a distance of 776 97 feet to a ra.droad
sp~ke tn the freddie of Geeslmg Road and the East Northeast comer of Tract 2,
TI-~r~ICE South 02 dog 19 mm 32 sec West tn Gecslmg Road a chstance of 1456 80 feet to an iron
pm at the beginning of a flare of U S Highway 380,
~CIE South 41 dog 54 mm 15 sec West a d~tance of 156 52 feet to a right-of-way monument
at the end of satd flare,
TH'~N'CE South 80 dog 37 mm 58 sec West with the North right-of-way of U S I--laghway 380
along and near a fence a (hstance of 847 97 feet to a right-of-way monument,
TI-i-~NCE[ South 74 dog 47 mm 24 sec West with the North boundary [me of sa~d I-I~ghway a
distance of 101 06 feet to a right-of-way monument,
TI-IENCI~ South 80 dog 38 mm 00 see West wah the North boundary line of smd I-hghway a
dmance of 1140 23 feet to a fence comer at the South Southwest comer of Tract 2 and the
Southeast comer of tract described m a Deed from James C Payne, Sr, et al to Paul L Lubbers,
et ax, and recorded m Volume 604, Page 351, Deed Records of Denton County,
'I2tlK~CI~ North 00 dog 49 mm 39 see ~:a~t~ w~th smd fence a d~tance of 259 11 feet to a fence
comer at the Southwest comer of a 3 465 acr~ tract described m a Deed from Margsam
Investment Company, Inc to James C Payne, and recorded m Volume 522, Page 501, Decal
R~cords of Denton County,
TI-i'ENCEi North 85 dog 13 mm 12 sec East with a fence a distance of 199 71 feet to a fence
comer at the Southern comer of said 3 465 acre tract,
THENCE North 00 dog 59 mm 25 see East w~th a fence a distance of 696 91 feet to a fence
comer at the Northeast comer of sa~d 3 465 acre tract,
~CE South 89 dog 43 mm 16 sec West along and near a fence a distance of 779 34 feet to
an ~mn pm at the Southe~t comer of dedicated Mary Lee Road,
TI-t:ENCE North 00 dog 45 mm 17 sec East a d~stance of 70 0 feet to an ~ron pm at the Northeast
comer of Mary Lee Road on the South boundary hne of Tract I of Marg-Sam Subd~vmon as
shown on the plat recorded in Volume 1 I, Page 25, Plat Records, Denton County,
48
TI--IE.'WCE North 89 deg -~0 mm 25 sec East with a fence a distance of 29,4 ¢8 feet to am n'on pm
at the Southeast corner of Tract 1,
THE.'q'CE North 00 deg 37 mm 05 sec E,~t along and near a fence a distance of 504 31 feet to
an ~ron pm on the South right-of-way of the T & P
~¢E Northeasterly w~th the South right-of-way of the T & P P.~lroad around a curve to the
left having a central angle of 10 deg 09 mm 33 sec, a chord of North 65 deg 37 mm 3~. sec East
-~.1 58 feet, a faa,us of 2,¢93 69 feet, and an arc dastance of 4-¢2 16 feet to the end of sa,d curve,
~CE North 63 d~g 32 mm 48 s~c ~t w~th the South boundary [me of smd ra.tlroad t29~, 50
feet to the POINT OF BEGINNING, containing 90 6566 acres of land, more or less
SAVE A~NI) EXCF.~PT THE FOLLOWING THREE PARCELS OF ~
SA~ ~ EX~E~ ~CT I
~ ~t ~ ~ct or p~l of ~d s:~ m ~e MO~U FO~T S~Y, ~S~CT
NO 417, ~nton Count, Te~, being a p~ of a c~ (c~ed} 90 4 ac~ Trot ~ of
S~ S~D~SION m th~ Mo~u Foist Su~ey, ~corded m Volume ii, Page 2~, Plat
R~ord$ of smd Count, ~d being mo~ M~y described as follows
BEG~G at th~ Sourest comer of T~ct I of ~d M~g-S~ Subdtvlston, ~o being ~e
Southeast comer of a c~ed S 0 ac~ ~ct d~ded by ~ R Neble~, et ux, to
Co~o~uon on the 27th ~y of S~tember, 1974 ~d ~co~ed m Volume 724, Page 190, D~
Records of Denton Count, Tex~s,
~C~ South ~ deg 37 mm 0~ s~ West a dis~ce of 70 2~ feet to a ~mt m the
on the 24th ~y of l~u~, 1979 ~d ~o~ed m Volume 934, Pa~e 798, ~ ~eco~s of
DentonmCount7, Text,
~CE Sou~ 89 ~ 43 ~ ~ ~ W~, ~o~g tho No~h boun~ ~e of ~d 4 0 ac~ t~ct
a dist~ce of 294,~ feet to the Southe~t co.er of M~ ~e Road (dedtcat~
~CE No~h ~ deg 4S mm 17 sec ~t, a dis~c~ of 70 01 f~t to the No~h~st comer of
~ENCE No~h 89 deg ~ mm 34 sec ~st, a dtst~ce of 294 ~ feet to the PO~ OF
BEGI~G ~d con~nmg 0 474 ~res of ~d, mo~ or less
49
SAVE & EXCEPT TRACT ff
~.11 that certain tract or parcel of land s,tuated m the MOREAU FORiLEST SURVEy,
ABSTRACT NO 417, Denton County, Texas, being a part of a certa.m (called) 90 4 acre Tract
II of .X,L-kRG-SAM SUBDMSION tn the Moreau Forrest Survey, recorded tn Volume 1 i, Page
25, Plat Records of smd County, and being more fully descnbed as follows
COMNEENCING at the Northeast comer of Tract I of smd Marg-Sam Subdlvmon,
~CE South 00 deg 37 mm 05 sec West along the r:~ast boundary line of sa,d Tract I and the
Northern West boundary hne of said Tract 1I a distance of 175 59 feet to a point tn the Southwest
right-of-way of an easement to TM:PA, recorded m Volume 1181, Page 955, Deed Records and
at the POINT OF BEGINNING,
THENCE South 38 18 38 Fast, along smd easement d~stance of 506 44
deg
mLvl
right-of-way
a
feet to a point m the North boundary line of a called 3 465 acre tract deeded by Margsam
Investment Co, Inc , to $ C Payne on the 4th day of February, 1965 and recorded m Volume
522, Page 501, Deed Records, Denton County, Texas,
THENCE South 89 deg 43 mm 23 sec West, passing at 43 80 feet the Northeast comer of a called
4 0 acre tract to Safety-Kleen Corporation, recorded m Volume 934, Page 798, Deed Records
Denton County, Texas, a total distance of 318 26 feet to a point,
THENCE North 00 deg 37 mm 05 sec Fast, passing at 70 25 feet the Southeast comer of s~td
Tract I, a total d~stance of 398 94 feet to the POINT OF BEGINNING and containing 1 457 acres
of land, more or less
SAVE A~ND EXCEPT
Legal Land Description for Parcel 17
BEING 3,382 square feet or 0 0776 acres of land, more or less, situated m the Moreau Formst
Survey, Abstract Number 417, the City of Denton, Denton County, Texas, and being a part of
Tract 2 of the Marg-Sam Subdivision, an addinon to the City of Denton, Texas, as recorded tn
Volume I 1, Page 25, Plat Records of Denton County, Texas, and being a pan of the land
conveyed to Alpha Beta Company, a Delawa~ corporation, by deed as recorded in Volume 1342,
Page 149, Deed Records of Denton County, Texas, said 3,382 square feet or 0 0775 acres of land
being more particularly described by metes and bounds as follows
COIv~IZNCING at an iron rod found being the southwest comer of Tract 2 of said Marg-iam
Subdivmon and the southeast comer of a tract of land conveyed to Paul L Lubbers and wife,
Virginia L Lubbers, by deed as recorded m Volume 604, Page 351, Deed Records of Denton
County, Texas, and being m the existing northern right of way [me of U $ 380,
TH~ENCE ,North 80 degrees 43 minutes 02 seconds w-a~t along the exasung northern right of wa>,
~e of U S 380 for a d~aace of 468 3~ feet to an tron rod set m the new northern right of wa>,
~e of U S 3g0, at the POI~ OF BEGI2qNING,
(1) ~CE North 74 degrees 16 rrtmutes 15 seconds East along the new northern nght of
way line of U S 380 for a chstance of 100 64 feet to an tron rod set at an angle point,
(2) TI-IHNC~ North 80 deg~es 43 minutes 55 seconds {:-u~t along the new northern right of
way line of U S 380 for a chstance of 200 00 feet to an tron rod set at an angle point,
(3) TI-II.ICE North 87 degrees 08 rn,nutes 05 seconds ~:~t along the new nonlaem right of
way hne of U S 380 for a dastance of 100 63 feet to an tron rod set ua the erastmg
northern right of way hne of U $ 380,
South 80 43 02 seconds West the northern
(4)
minutes
along
existing
Fight
of way hne of U $ 380 for a ckstance of 400 00 feet to the POINT OF BI~GINN]2qG, and
containing ~ area of 3,382 square feet or 0 0776 acres of land, more or less
51
!
SCHEDULE~
52
SCHEDUL
~e; as c¢ Lc': 1, 2 and 3 of $OUTFRIDGE V'LLAGE SHOPc 'iS CENTER, an
~ Cao~reC E, $1,oe ~g:, ~lat Records, Den:on Count/, Texas
~CE. ~' (E~$E~E~' ESTATES)
TRACT A,
Be ng a %fac% or paros o" land containing 6.~8~0 acres, s,~ua~e: ,n the John
Me,owen Survey, Abs%'ac: No 797, Denton tour%l, Texas, being a =a~= of that
ce-sawn (called) 4.9~ a¢-e tract ~eeded by Rober= ~len N~cholsc-, et ux, to
~oh~ porter on the 27:H day of May, 1966, ard recorded ~n Volume ~8, Page
$38, D,C D,R., same being out of a certain 18,7~2 a¢-e tract, as :e- plat
Nosh Corporation, Cons~:~ng Eng:neers, ~n Denton, Texas, dated ..ne 3, 1985,
sa~d 6,~ acres being ~ore particularly described by metes arc :ounds as
COMMENCING at the Nor~-west corner of sa~d 4 g~ ac-e ~ract, sa~a oe~n9 on the
$ou%hwes% R.O.W. l~ne or In%ers%ate H~ghway No. lEE, and being e so on %he
East l~ne of 3 W Erw~n Subdivision (recorded ~n Volume 337, Pace
D,C D.R.);
THENCE. South 39 degrees ~2 m~mu%es ~ seconds Eas%, along sa~d Sou[hwest
R,O.W. line, a dis=anne of 58.6~ feet [o an angle point,
THENCE, $ou%h 47 degrees 27 m~nu%es 8~ seconds East, continuing mlong sa~d
Southwes% R.O.W, line, a dis[anne of 34.2e fee~ to a point, same oelng the
most Easterly corner of a certain ~.127 acre tract ard also be~rg [he point of
~n[ereec%ton of ea~d $cu=hwe$% R.O.W. l~ne w~th %he ~eeterly R.O d. l~ne
R~dgeway Dr~ve (based on a ~tdth of 8~ Feet);
THENCE, South1 47 degrees Z? mtnu%es e~ seconds East, continuing a,ong ma~d
Southwest R.O.W. l~ne, a d~stance of 8O.e~ fee~ to a point of ~r:a-sec=3on of
sald $ou[~west E.O.W. ~ ~e w~ch =he Easterly R 0 W l~na of Sale ~dgeway
~-~';e, same being the =cs: Northerly corner of a ce-sawn ~.772 ac-e tract
(Les., Block I m= the :snn~ng Subd~son),
T~E~ICE. $c~:~ 47 degrees 27 m~nu:es ~ seccncs Eas:, continuing a cng sa~d
Southwest ~ $ W. i~ne, a d~stance of 23~ 5~ Feet to a~ angle po,-:,
~HE~CE. $ou:h 5~ negress ~7 m,nu~es 26 seccnds Eas:, con%tnu~ng a cng sa~d
$o~:~wes~ R 3 ~ l,ne, a :,asante oF 452.34 Fee~ Co an angle po
T~ENCE, $ou=h 47 degrees =7 m~nutem ~I seconds Ess:, ¢ont~nu~9 a.on9 sa~d
So~s-wes~ ~ 0.~ l~ne, ~ :~s;ance oF 48 ~7 rea: to ;r~ mos~ Nor:-s'~y corner
anc :OZ~T OF mE,INNING :' :he trac= here~n desc-~bed,
THENCE, $o~:n 47 degrees ~? n~nu[es ~i seconds Ess:, con:tnu~ng a crg sa~d
53
t unit rrm it t ................. l1 ....... ~ IIl~ll IIII II
r
~ 0 W I 'e, a dissents of 33! 32 feet to a point for the most ~ascerly corner
7N~NCE, South 4~ degrees 43 ~lnutes 54 seconds West, deparSlng s~d Southwest
~ 0 ~ I ne, a d~s~ance of 3~I.~7 Fees to a po,hr for corner,
Tr~CS, North 45 degrees 16 m~nutes 86 seconds Wes%, a distance or 9 ~8 fees
CO a ~0 P: for co-~er,
T~E~ICE, So~t~ 44 regress 43 ~ rutes 54 secants West, a distance or 17~ ~0 rest
tO a poln~ for corner,
THENCE, $o~h 00 degrees 15 mmusss 06 seconds East, a dlsSance c' !!.~1 Feet
to a po~nt For corner;
THENCE, $ou~h 44 degrees 43 m~nutes 54 seconds Wes:, a d~sSance o' !I~ 08 Fees
tO a pOl~: For co~ner,
THENCE,
$ou~h
15
THENCE, South 89 degrees 43 minutes 5= SecQnds ~es%, a dig%anco ¢' ~5~ 94 fee%
:o a point for [he mos: Sou%hess% $ou%hwesS corner of ~he =rat% ners~n
described;
THENCE, Nor%h ~ degrees 53 m~nu%es ~8 seconds WesS, a d~stance or 446 39 fee%
to a po~nc on %he South ilne of said 4.9~ acre trace,
THENCE, Nor=h 89 degrees 17 m~nu%es ~8 seconds West, along se~d $ou%h l~ne, a
d~s%ance of 185.18 fee% %o a po~n% on the East R.O.W. l~ne of said Rldgeway
Dr~ve, being ~he mos% Westerly $ou%hwes% corner of [he [rat% herein described;
THENCE, North ~ degrees ~5 m~nu%es 14 seconds Woes, along said East E.O.W.
THENCE, North 89 degrees 54 m~nutes 46 seconds Eas~, departing ss,d East
R 0 ~. 13ne, a distance of 21~.74 feet to a po~n~ for co~ner;
TnE~ICE, $ou=h 45 degrees ~5 m~nu~se 14 seconds Eas%, a d~s%ance or 3~ 8~ feet
SO a pOin~ for coPne~;
TdZ~lCZ, $¢.:h 8~ degrees ~5 mlnu:es !4 seconds Ess:, s dlsSance or ~Z~.~7 fees
T-~CE, ~¢-=h 44 eagrees 43 mlnu~es 54 seconds Ease, a d~s~ance cr 290 ~ fees
CO a pO,~Z for CO~SF,
THENCE, Ncr=h 44 degrees 43 m~nutss E~ seconds Ease, a dls%ance ¢~ 348.45 feet
acres (~5.,35~ sq.are feeS) of land, ~ore o- less 54
~c~cwan $~-~ey, Abstract Nc 797, 0erich Count/, Texas, be nga :ar= of Chat
certain (ca']ed) 4 ~ acre t~act deeded by qcoer: ~len N~c~c~s~-, et ux, to
~ C ~,~ , s=me be'ng o~: of a cer:a,n 1S 7L2 ac-s :race, as ~e' ; a: cfi Nasa
Cor~ora~ or, Consul:~n~ ~ng~neers ,n Oenton, TeYas, dated June ;, ,~83, sa~d
5 4303 ac'e tract being ~cre par:,calar17 descr~beo by =etas ant :ounds as
~ollows:
¢0~HENC:~C at the Northerly cor~er o' sa~d 4 ~ ac-e t-act, sa~e being on c~e
Southwest ~ 0 ~, ~ne c- inters:acs ~gh~ay Ho 35~ and also be -g on the East
boundary 1,ne of t~e ; W, Erw~n Su~d,v~s~on (rocor:ad ~n Volume ;;7, Page
THENCE~ S~u:~ 3g degrees ~2 m~nu:es {a seconds East, leaving sa~c
boundary i~ne of g.W. E-w~n Subdivision and along sa~d Southwest ~ 0 ~ 1~ne
of Intere:a:e H~ghway No, 35E. same being the North boundary l~ra or sa~d
4 9{~ acre tract, a d~scance of 68.6{ feet to an angle
THENCE, South 47 degrees 27 e~nutes ~g seconds East, continuing a erg sa~d
Southwest R,O,W. l~ne, ease being the North boundary l~ne of sa,o 4 9~ acre
tract, a d~$tance of 34.2~ feet to a point, sase being the ~ce: [aeterly
corner of a certain ~ 127 acre tract and also being the porn: or ~ntarsect~on
of sa~d Southwest R O.N. l~ne w~th the Westerly R 0 ~, 3qne of R~c~eway Or~ve
(based on a w~dth of 8~.~{ feet);
THENCE, South 47 degrees 27 e~nutes ~ seconds East, continuing along sa~d
South~elst R.O.W. l~ne, sase being the North boundary l~ne of sago 4,9~a acre
tract, a d~s:ance of 8~,~a feet to a poJnt of ~nterssct~on of sa~d Southwest
R,O.~. l~ns .~:h the Easterly R.O.W, l~ne or R~dgsway Or~ve, sase being the
~ost Northerly corner of a certain ~,772 acre tract (Lot 1, Slock ! of the
Ounn~ng'S~:d~v~$~on)~
THENCE. So~:h 47 degrees 27 a~nutes a~ seconds Ese:, continuing a,o~g sa~d
Scut~west ~ 0.~. l~ne, sase be{rig :he North bounder! l~ne of sago 4 9~g acre
tract, a o's:anco off 2gS.3~ feet to the POINT OF SE:iNNING of the tract here~n
descr~oed,
T~NCE,,S~:~ 47 degrees 27 a~nutes ~g seconds East. cont~nu,ng along sa~d
South.es: ~ 0 ~ 1,ns, sa~e being :ne NOTCh bouncar'~ l~ne o~ sa~: 4 ~ acre
trac:, a c stance of ~ ~ feet to :ne Nor:haas: cc--er o~ sa~d ~ ~ag acre
?ac:, sara ~e~ng a co-nar of :he :race here,n des:-,bed;
THEWCE, ~ '~
.¢ ....~3 degrees 4? n~mute$ 25 sscords East continuing = cng sa~d
SouC~es: { ~ ~. l~ne, a ~s:ance cP ~52 34 Peet :oa corner of :~e c'acC
here~n
THE~CE, Sc.:~ 47 ce~reas 27 m~nutes g: secord: ~ast, continuing a ~ng sa~d
55
:he tract nere~n cesc-
,,~NC., Sc.th 44 :egress 43 mirth:es 54 seconds Nest, leaving sa,o Southwest
R O N llne, a d,s:ance :F 348.48 fee: to an ~n~erlor corner of 'he :rat:
THENCE, S¢~:h 4~ ~egrees LS m~nutes ~6 secorcs East, a d~stance :r 37 ~8 Feet
to a cot-er of %re tract ~ere~n describe:,
iHENC., South 44 degrees ~$ m~nutes 54 secords ~es:, a d~sSance : 29~ ~O fee:
to :he mos: Southerly oor~er of the tract he-e~n described,
THENCE, North ~a degreme ~$ m~nutes !4 seconos ~est, a d~stance :r 225,~7 feet
to an lntarlor corner ¢' :he tree: here~n describer,
THENCE, North 45 degrees ~5 minutes 14 seconds Nest, a d~stance c- 38,88 feet
to an interlor corner ct :he tract hereqn desc-qbec,
THENCE, South 84 degrees 54 m~nutes 46 seconds Wes:, a d~s:ance : 2..,74 feet
to a point on the ~ast ~ O.W. line of R~dgeway Or~ve, same he,nc :he most
Westerly Southwest corner of the tract here~q described;
THENCE, North ~ degrees ~5 e~nutes 14 seconds Wes:, along sa~d ~asterly
E,O.~. line of R~dge~ay Drive, a dis:anco of 464.9[ feet to the ;¢~n: of curve
of a curve to the r~gh: hav~n9 a central angle of 42 degrees 38 a,nu:es
seconds, a radius of $2~,7[ feet and a leng:h d~stance of 245.334 tee:~
THENCE, in a Northerly d~rectton, continuing a~on9 eald Easterly ~ 0 N. line
of Rldgeway Drive, follo#~ng ea~d curve :o the r~gh:, a length d,s:ance of
2~.334 feet to a point on the arc of sa~d curve to the r~ght, same being the
east ~esterly Nor:hwest corner af the tract here~n descrtbed~
THENCE, South 71 degrees 13 m~nutes [5 seconds East, leaving sa~d Easterly
R,O.W. l~ne of R~dgeway Ortva and along the South boundary l~ne of sa~d 1,772
acre tract, a d~stance of 144.11 feet to an ~nter~or corner of the tree:
hare~n
THENCE, Nor:h~degrees 24 minutes ~7 seconds East, along :he E~s:erly
boundary l,n~k~latd a.772 acre tract, a d~s:ance of 15{.~ fee: :oa
on the Southw~'q.O.~, I ne of sa~d inters:asa H~ghway No 35E, same being
:ha mrs: Eas:erly corns- of ea~d ~.77~ ac-e tract, and also being :ne POINT OF
8EG:NN:N~ ¢~ :~e sfac: -s-e~n desc-~bad, containing w~th~n :hess =etas and
· bounds S,43~$ acres (2~:,.~$ square feat) of land, more or less
T~^CT C,
~e,ng a tract or ~arce ~- land conta n~rg 5 ~971 ac-es o~ land, s,tuated in
the John M¢$owan Surve). Abstact Nc. 797, Denton C¢~nty, Texas, being a part
of that ce-tarn (caller' 4 9~0 ac'e t-act deeded by ~obert Glen ~l cholson, et
.~,,, ~=rta- on :-~ ~7~h dav or ..~o, ant recorded ~n ~ume 538,
56
oage $35, 0 C.O R.. ea-e being out or a certain i~ 7!2 acre tra¢~, as ~er plat
of Nash Corooratlon, C~-sult~ng Eng'neers ~n Denton, Texas, dated June
1~83, sa'o 5.2971 ac-e 'rac~ be'rg more ~arc~c~lar~v dee¢-lbed Dy ~etes and
oounds as follows,
COMMENCZNG at tbs Nc-~-arly corns~ of said 4 9~ ac-e tract, sane De'rig on the
Southwes: ~,0 ~ ~ne or Zn:ers:a:s H~ghway No 35~ and also be'-c on :he east
boundary l~ne or the . ~ E'~n Subdivision ('ec:':e: in vol.se SS7, Page
THENCE, $ou:h 39 deg-ees ~2 m~nutes ~ seconds ~as:, leavxng sa :
bourdary line of J.W ?w~n Subdivision and along ea,d Southwest ~ 2 ~ l'ne
of ~nteretate Highway S~E, same being the Nor:h b¢.rcary l~ne or sa o 4,900
acre tree:, a distance of ~8.~ feet to an angle point,
THENCE, South 47 degreee 27 m~nutes ~8 seconds Ease, cont,nu,ng along said
Southwest R.O.W. l~na, same being :he North bounder! 1,ne of sa~c ~ 9~ acre
tract, a ~stance of 34,2~ feet to e point, same be ng :he mos:
corqer of a certain 0 1:7 acre tract and also ba~n= she point or ~n:ersect~cn
of sa~d Southwest R.O,W. line with she Westerly R.O J, l~ne of R cgeway Drive
(based om a width of 80.~ feet);
THENCE, South 47 degrees 27 m~nutas ~ seconds Ems%, continuing e,ong sa~d
Southwest R.O.W. l~ne, same being the North bounda-~ i~ne of sa o 4,9~ acre
tract, a distance of 8~,~ feet to a point of ~nte-sact~on of saso Southwest
R.O.W. l~ne with the Easterly R.O.W. lime of sa~d R~ogeway Dr~ve, same being
the most Northerly cormer of a oar%mtn ~.772 acre tract (Lot 1, Block 1 of the
Dunning Subdivision) as recorded ~n Cabinet "C", Pages 355 and 35~, D.¢.P.R ;
THENCE, South 47 degrees 27 m~nutes ~ seconds East, continuing a,ong sa~d
Southwest R.O.W. l~ne, same being the North boundary l~ne of sa~d 4.g~B acre
tract, a distance of 2~.5~ feet to an angle point, same being the Northeast
corner of said 4.9~ acre trac~;
THENCE, South 53 degrees 47 m~nutee 26 seconds East, continuum9 along said
Southwest R,O.~, l~ne, a d~etance of 4S2 34 feet to an angle point;
THENCE, SoutJt-4~ degrees 27 m~nutee ~[ seconds Ems:. continuing along said
Southwest R.~d[l~-l[ine a distance o~ 37g.49 feet to tre POINT OF ~[GINNING of
the tract
T~ENCE, South ~d~jreas ~? minutes Q~ seconds Ems:, cont~nu~rg alor9 sa~d
Southwest R.O.W. line ~ :,s:ance of 348.6! feet co s ~o~nt for c=rqsr of the
tract here,n describer:
THENCE, So6th ~4 degrees ~8 ~tnuces 43 seconds Eas~, a d~stanoe or 85.!~ feet
to an in:e-,or corme,? :he trec: ne-eln describer, same be~mg :n the West
R O.W l:re of a ~ ~:o: road eaee~e-~ (recorded ~r Volume 333, Page 19,
DC.OR.),
THENCE, Sou~9 ~ deg°ees ~3 m~nutes 21 secords East, along the Wes~ R
1~ne of sa~d ~ foot -:ac ~.O.W. easemeqt, a d~s:a-:e o? ~$4.53 ~ee: to a
57
Co the ~os: $ou:h~es:e-ly corner of the tract here~ desc~lbe~,
T~E~¢E, ~oc:~ 3g degrees L5 ~n~:es a6 seconds ~es:, a ~stance of 4~.75 PeeC
Co a corner of the ~fac: he~e~n described,
Co a corner of [he tr3c: here~n described,
TH.~C., ~orth 44 degrees 43 m~nutes ~4 seconds Eas~, a d~s~ance :r [70 ~$ feet
to a cor~er of the Ired: here~n described,
THENCE, South 45 degrees [5 minutes ~ seconds East, a d~scance ct ~ ~8 fee~
to an tnter~or corner o' [he CFac= here~n desc~be~,
THENCE, Horth 44 degrees 43 m~nu=es 54 seconds East, a d~s=ance c- ~E~ ~7 fee:
Cc a ~eln~ on the Southwest R.O.~ l~ne oP sa~d [~:a~stace H~gh~ay No ~SE,
same being the POINT OF 5/GINNING of the trod= here.- descr~oe~, oo~:a~n~n~
w~thtn these me:es end bounds 5.297[ acres (23~.744 square fee:~, o~ la~d,
more cF less.
58
~,F%T BY 4-20-08 , 3 30PM ~940~497239
n F]RST SOUTHWEST COMP
April 20, 1998
Mayor lind CRy
C tty o¢
215 East McKmncy
Denton, T~ 72601
Y~ ~ ~
~ ~a d~~ ~ ~ ~a ~ ~~,l~ w~m ~C~
~ Is ~ ~h C~m h ~p~ da~u~ ~ ~ o~ ~ ~ h
~n~u~ ~C~s~I~ ~
(v) a ~ ~ n~ ~ ~91 ~5 ~ ~'~ ~ ~1~ W~ ~ ~_:
II~VI'"CrM.EN'I BANKL~'~ SIN(.I! 1¢)40
i ?o~ ~l~/~ ,ive~m~ · .~ ~'~ $o~ · D~#a~, I'm~ ?$201-4~$2 · 214-~$-~-~ I· · ~i,r#.$ ?~2
59
~ent a~d Board of Director9
Trinlty Rl~r Authority
Sun~ 26, 1997
(¥i) copies of' mvo~..es Jot five p~e~es of eqmpment by IUSA tot dohve~ to thc £ncfl~es m
Umted Copper's busu~.~ plan a to peodu~ and d~s~huto ¢op~er wu~ ~or the oomm~c,al and res*dontmi
construct]on mmto~ m ~be 48 co~uous ,~'I~ w~m lbo Un,ed ~ Addgdonally, 1he C. ompany will
d~ribm= mlalmt produom, IXoduc~l = otMr Iocaltun% from tho Denton, Tcxas fac~h~y The C:oml~ny ~s
flntmood by m~ uqum/mtc~e~t of IUSA. Indtlflrla~ Unld~ of' Mcxloo ([US, A) 'lbo potent ot'[Jnr0:::d Copp~
Add~bunall¥, IUSA flnano~ tho mvmlory and wolkms eaptlal ot tho Compeny
vn~,~lt~d m~on~on of lira Coml~my n~ Cempmy ss ~um~tly 5omg tmd~xl by Delodte & Touche
F°r the PorPo~ of ibm hml~ mv~w ~t ~Jym, w~ h~w ~mflmd ~ tk~.~w.a~ d,~-ibed e, bo~ ~
fact. We imvo lhdher a~sum~d lhnt lhm~ has not be~: ~y matm~ ~ ~ m ~m btmmms
~ndllim~ flnmoes ~ Pm~ee0~ ~m' e~o Conq~y subs~lu~ te ~e d~ ~F tl~. fc~eln~ ma~!~ We
have vi~il~i ~ho ~ fl~mli~i~ m ¢':c~ le~ ~ I~vo we ml~rwev~d the ~ and
o£the Comlw~y ** l,'e~ 28, 1998
Some o£lho m~lor faomrs we imve oonside~ed In our an~ly~ie are ~o~ ou~ below
I ']~° C°ml~Lv w~ ~ curr~ c4~ m CopI~II, I ~ as a ch~'lbutloe oompe~y
2 IU~, ~ P~m~ o~mPm~', ~no~d t~ h~'o n;v~mnm e£ ~18~ 6 m~lhon and S754 7 mdl~ ~
1994 taxi 1 ~H,~6, xesp~, taxi $6~ 5 m~iion m Ih~ ~.~ reno moetl~ of 19~j7,
3. IU~. m~ Io hm, e mve~um of ~(12! 9) mlllmn md ~28 7 rodime ~n ~9~4 m~d 19~6,
m~y~ and ~Z6.6 mllllen in ~he fim~ etno m~m~ of I ~/,
4 It JSA rty~,~h~g~l ot-~r/43 mlllkm m 1994 m~d $960 mdh~ o~ Sq~omber 30, l qt)S,
5 IUc~A ~ workm~ oql~lal o£$203 m~llo~ m 1994 and ~.~ mdhon mt ~k~cmber 30, 19¢Y7,
6 Umt0d Colq~ rol~l~d n~ income o~S80~ litmmmd m 199-/rmm ~ o1~$43 ~ mdUcm,
7 la I1~ flr~ lw~ mcmth~ of 199~ Un~d ~ mpo~d & k_~_ of $194,000 ~ nn, mu~ ot'~,6 4
million.
At your ~quos~ Om' upmmn i~ bM~ sot0~ upo0 tho ~0f~cnn8 Illluted reviow and itlll~m sm of l~eb~ql~
60
bENT ~Y ~-20-98 ~ 80P~ ~9403487239 ~ 4 ~
Pr~ideut anti Board of Directors
Trinity Rlv~ ~ulltorlty
June 26, 1~7
tho n~eement, it m ~,3r c~mmn ~ a~ or February 28, ! 998, thc financial msotm~s or' I1~ ('ompm~y are
~uffiOlOllt to I~ovldm r~asortable asaurazlt,es fl~t nJJ obliBnttofls of the ~ ~nt a~nent will ~ m~
lilt ~mn ~ ~i~i m ~m ~ m ~ly ~ ~e ~neflt of~ C,~ ~ may ~ ~ mh~ ~n m ~y
who~ ~ m ~ ~ ~{~ ~ ~ m ~y ~mt or ~er ~
61
DETENTION
POND ,
'
- M~UF-ACTURINO- -
62
EXHIBIT E
ORDINmCE NO
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 SFRVICES FOR A MINI-
MUM PERIOD OF FIVE YEARS, PROVIDING FOR A SEVERABILITY CLAUSE, AND
PROVIDING AN EFFECTIVE DATE
WHEREAS, on the 3r~ day of February, 1998, after a public heanng duly held in accor-
dance with §312 201 of the Act, the City Council passed Ordinance No 98-016 (the "Ordi-
nance'') establishing Remvestment 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 12th day of December, 1997, United Copper Industries, Inc submit-
ted an application for tax abatement with various attachments to the City concermng 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 m the public interest to enter into a Tax Abate-
ment Agreement w~th United Copper Industries, Inc, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
~ That the findings contained in the preambles to this ordinance are true and
correct and are adopted as a part of the whole ordinance
~ That the City Councll finds and determines the following
I 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 Umted Copper Industries, Inc
3 That the City Council finds that the Tax Abatement Agreement contains all the terms which
are manditorlly required to be included m any tax abatement agreement under §312 205 of
the Act
4 That, m 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 D~rector 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
~ That the Mayor, or in his absence, the Mayor Pro Tern, is hereby author-
ized to execute a Tax Abatement Agreement with United Copper Industries, Inc, substantially m
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
~ That the Mayor, or m his absence, the Mayor Pro Tern is further author-
lzed 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
~ That the City Council hereby instructs and authorizes the City Manager to
inspect, audit, and evaluate the progress of Umted 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
~ 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 junsdmtion, 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
~ That this ordinance shall become effective immediately upon its passage
and approval
64
PASSED AND APPROVED th,s th¢ ]~j:~;/L~ dayof & ,1998
JAC~I~LER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
ERBERT L PROUTY, CITY ATTO~EY
65
EXHIBIT F
UI;~IMOUS COIHMmm'~" 17; LIEU OF SPECIAL l~a'l'ING
OF BO;~.D OF DIRECTOBS OF UI;I'~"~73 COPPER INDUSTRieS. IlHC.
The un~breiHn~d, oon~titutinH all of t~
of ~it~d Cop~r I~es~ I~. a ~ oo~t~ (t~ "Co~ti~"), ~ -
f~e ~ ~ff~et ~ if ~p~d ~ ~ vote of
P~$OLvmm, t~at J. Dean Bro~n~ as Seoreta~j and General ~er of
porat~on, i, hereb~ aut~oriaed to ~o~te and deliver on behalf oF the ¢orporation-
oertain Ta= ~b~t~m~nt Agre~te indivia~a~y betaken ~ O~t~ of Denton, Denton --
Co~t~j and ~he D~n~on Independent So~ool Distrzot and the Corporation on suoh terms
as J. Deen ~ dee~s aooeptab~e.
Filed foe Record in:
DENTON COUNTY, TX
HONORABLE TIH HODBES/COUNTY
CLERK
On Dec 30 1998 At ll:Elam
Doc/Num : 98-R0117559
Doc/Tx~e : AGR
Recording: 185.88
Doc/Mgmt : 6.80
Receipt fi: 46898
Deputy - SHELLCY
STATE OF TEXAS §
COUNTY OF DENTON §
ELECTRIC SER VICE AGREEMENT
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 ~n the Tax Abatement Agreement, and which Tax Abatement Agreement
will result m economic benefits flowing to DENTON by reason of UCI estabhsh~ng its plant in
Denton, and
WHEREAS, Paragraph I F of the Tax Abatement Agreement prowdes that DENTON
and UCI enter into a long4erm agreement for the prowsxon 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 ~ts 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 Oeeshng 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 evxdence 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 wflhng 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 contmned 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 ~e//~/'~.~ , 1998, simultaneously wath the
executxon, of the Tax Abatement Agreement tDunng 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 c~ty 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 th~s Agreement, UCI shall have the option to select another electric
service provider to prowde 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 re'man UCI as DENTON's electric service customer for the remmnmg
two (2) year term of th~s 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, m writing, mgned 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 m order to exercise Its right of first
refusal, and which written offer or agreement commtmlcated by UCI to DENTON shall state that
the offer or agreement received from such other electric service provider is bona-fide, is m full
force and, effect, and that UCI ~s ready to take action to approve the offer or proposed agreement
PROVIDED, HOWEVER m 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 obhganon 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 w~th as much mformat~on as ~t lawfully can under the terms of the confident~ahty
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 m efforts to better the unknown ¢ompenng electric service provlder's offer, or
responding that DENTON wall not make an offer, thereby extmgmshmg its right of first refusal
arising under th~s subparagraph
C Upon expiration of th~s 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 uncertmntles created by the poss~blhty of comprehensive electric
deregulation leg~slatlon being passed into law and impacting upon DENTON, in the event that
DENTON should sell or otherwxse d~spose of ~ts entire electric system (generation, transmission,
Electric Servtce Agreement - Page 2
and distribution) during the term of this Agreement, then this Agreement, at the sole d~scretlon of
UCI, can' be terminated on the date of such sale or d~sposmon Any termination of this
Agreement arising under th~s subparagraph shall not be considered as an act of default by UCI
under Article VIII herembelow, or otherwise, and hkewise, shall not be constdered as an act of
default by DENTON under Article IX herembelow, or otherwise
II
CONDITIONS OF SERVICE
A DENTON agrees to use reasonable dthgence to sell and deliver to UCI all power and
energy which ~s reqmred for UCI's Plant for the term of th~s Agreement Electricity provided by
DENTON shall be dehvered 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 prowded by DENTON may have reasonable variation
in frequency and voltage within applicable American National Standards Institute ("ANSI")
Gmdehnes To the extent that damage to UCI's eqmpment is sustamed during the term of th~s
Agreement, which damage ~s proximately caused by a fluctuation ~n voltage over and above the
apphcable ANSI Gmdehnes percentage, and not caused by an Electric Rehablhty 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 ~t will diligently exercise ~ts responslbthty to hm~t harmonic flow into the
DENTON electric distribution system In particular, distorted current injected by UCI Into
DENTON's electric d~stnbutton system shall be hm~ted to values, in pement of fundamental, as
set forth in the Harmomc Order table and other provisions contained ~n Institute of Electric and
Electromc Engineers ("IEEE") Standard 519 (1992), which hannomc current levels allowed are
based on the size of the load w~th respect to the size of the power system to which the load is
connected To the extent that damage to DENTON's electric distnbut~on system equipment ~s
sustmned, which ~s proximately caused by d~storted current injected by UCI into DENTON's
electric dlsmbutlon 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 repmr such
damage
D DENTON shall be obhgated to provide an alternate power source to the UCI premtses
under th~s Agreement
E During the term of th~s Agreement, DENTON shall be the sole source of electric serwce
to UCI's Plant UCI shall not construct, obtmn, or utlhze any factlmes of, or enter into any
agreement for electric service to its Plant wath any suppher of electric energy other than
DENTON Electricity dehvered by DENTON under this Agreement shall not be resold or
redistributed by UCI to any third party
Elecmc Servme 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 d~scuss with DENTON, any changes in
motor s~ze 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 th~s 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 mlmmum demand for electric servme Add~tmnally, the
Industnal/Economm Development Rider rate (Schedule IDR) shall be effective and apphcable to
UCI, as UCI shall receive electric servme hereunder, pursuant to rate Schedules GSL, GSS
and/or TGS The rate schedules m effect for purposes ofth~s Agreement are those rate schedules
in effect on October 1, 1997, and as smd rate schedules may be thereafter amended during the
term of this Agreement
B The terms of the rates provided for ~n 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
~ntends to read UCI's meter on the last working day of each month, and intends to issue bdhng 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 th~s
Agreement and the provisions of smd Chapter 26, the provisions of this Agreement shall govern
V
METERING
A Service at UCI shall be metered at the 13,200 volt dehvery pmnt by means of meter(s)
furnished and installed by DENTON DENTON shall have the right to locate, operate, and
mmntaln 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 Servme Agreement - Page 4
tests, as provided in Subparagraph B herelnbelow, the meter ts found to be outside the accuracy
standards presently in force, as estabhshed by the American National Standards Institute
B UCI may request and w~mess a test of a meter during DENTON's normal working hours
at a t~me mutually convement to UCI and DENTON in order to check the accuracy of the meter
The test shall generally be made at the meter at its ~nstalled location, but may be made at a meter
test laboratory selected by DENTON UCI shall pay the cost of such test ~f the meter has been
prevmusly tested at UCI's request within the previous twelve (12) month pertod, and the meter ~s
found to be within the accuracy standards set forth in the preceding paragraph If, as a result ora
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 fall 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 grtd problem, or any cause beyond the reasonable control of DENTON Following
any such event, DENTON shall use ~ts best efforts to restore service to UCI as promptly as
reasonably practicable, after cons~denng the public health and safety ~ssues affecting the C~tlzens
of Denton In no event shall DENTON be hable to UCI for consequential damages
B All maintenance, repmr 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 Serwce 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 fall 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 clmmed 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 m default of this Agreement Furthermore, any termination of this Agreement
arising under the provisions of Article I D herelnabove, shall not be considered as an act of
default by UCI
C Any default conumtted by UCI m 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 thts date
D DENTON shall have the rtght 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
provtslon 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 requesttng of DENTON to wholly cure such
default If said act or omission complmned 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 ~n Articles VIII or IX herelnabove, the non-defaulting party shall have the option of
Electric Service Agreement - Page 6
terminating th~s Agreement once it has provided defaulting party with a further written notice of
its intention to terminate this Agreement, ~f 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 tn a reasonable, expedlem manner The parties may agree to
settle any d~spute under this Agreement by submitting said dispute to mediation No mediation
arising out of, or relating to, this Agreement lnvolwng 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) dehvered in person to the address set forth
below, (2) deposited in an officml depository under the regular care and custody of the United
States Postal Serwce located within the confines of the United States of America, and sent by
Certified Mml, 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, w~thm 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 City of Denton, Texas
J Dean Brown, General Manager Attn City Manager
PO Box2617 215 E McKlnney
1110 Executive Drive, State 500 Denton, Texas 76201
Coppell, Texas 75019
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 consem 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 Facllmes, that this Agreement shall be assignable to UCI's transferee,
conditioned upon UCI not being ~n 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 obhgatlons 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 modfficat~on, waiver, addition, or deletion, only by means of
a written document duly executed by both part,es 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 pnnctpal 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 prowslon contained in th~s Agreement, nor any act or acts of the parties, constitute
a relationship, other than the relationship of ~ndependent part,es contracting with each other
solely for the purpose of effectmg the provisions of this Agreement
XVI
SEVERABILITY
If any term or provision ofth~s Agreement ~s held to be ~llegal, invalid, or unenforceable,
the legality, vahd~ty, or enforceability of the remalmng 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, vahd, or enforceable
term or provision, as similar as possible to the term or provision declared illegal, invalid, or
unenforceable
XVII
GOVERNING LAW/VENUE
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 ~n 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 headangs contmned in this Agreement are for convemence only and shall
no way enlarge or hmat the scope or meaning of the various and several paragraphs hereof
XX
CONSTRUCTION
Both partaes have partacipated in the negotaat~on and preparataon of thas Agreement, and
thas Agreement shall not be construed either more or less strongly agmnst or for eather party
XXI
GENDER
Wathan flus Agreement, words of any gender shall be held and construed to anclude any
other gender, and words m the singular number shall be held and construed to include the plural,
unless the context ntherwase reqmres
XXII
COUNTERPARTS
This Agreement as executed m two ldentacal counterparts, each of whach shall be deemed
an onglnal for all purposes
IN WITNESS WHEREOF, the part~es hereto have caused this Agreement to be executed
by and thr~ug_h t?elr re~spectave governing bodies and duly aulhonzed officers, o0 thas the /'~'"
day of~~, 1998, to be effective as of ,~~ /~ ' 1998
CITY OF DENTON, TEXAS
A Mumc~pal CorporaUon
JACK ~ MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
Electric Service Agreement - Page 9
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
UNITED COPPER INDUSTRIES, INC
A Texas Corporation
ATTEST
\\CH-LG~0L"~HA~DkDE~[GL\~ur Doc~mcnts\Contracts\98\Umted Copp
Elecmc Service Agreement - Page 10
CERTIFIC, ATE OF CITY SECRETARY
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
I, the undersigned City Secretary of the Cl~y of Denton, Texas, (the "C~ty") DO HEREBY
CERTIFY that according to the records of the C~ty of which I am custodmn, that
the attached is a II'Be and accurate copy of a tax abatement agreement between the City of
Donton and Umted Copper Industries, Inc as approved by the City of Denton C~ty Council
on September 14, 1998
TO CERTIFY WHICH, w~tness my official s~gnature and the seal of smd C~ty, flus the 16th
day of December, 1998
cify
CITY OF DENTON, TEXAS
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
I, the tmders~gned C~ty Secretary of the C~ty of Denton, Texas, (the "C~ty") DO HEREBY
CERTIFY that aceonhng to the records of the C~ty of which I am custodian, that
the attached is a true and accurate copy of a tax abatement agreement between the C~ty of
Denton and Umted Copper Industries, lnc as approved by the City of Denton C~ty Council
on September 14, 1998
TO CERTIFY WHICH, wlmess my official s~gnature and the seal of smd Cl~y, ttus the 16th
day of December, 1998
cil',
CI'I~ OF DENTON, TEXAS
1 21 6 O1120
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 ~nto by and between the
C~ty of Denton, Texas (the "C~ty"), duly acting herein by and through ~ts Mayor, and United
Copper Industries, Inc, a Texas corporation (the "Owner"), a privately held corporation duly
authorized and m good standing to do business m the State of Texas, duly acting hemm by and
through ~t$ authorized officers
WHEREAS, the C,ty has adopted a resolutmn stating that ~t elects to be ehg~ble to par-
tmlpate m tax abatement and has adopted gmdelmes and criteria govermng tax abatement agree-
ments known as the Denton Tax Abatement Policy, and
WHEREAS, on the 27m day of January, 1998, the C~ty Council of Denton, Texas (the
"City Council") adopted the Denton Tax Abatement Pohcy (the "Pohcy"), whmh m 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 "guldehnes 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 3rd day of February, 1998, the C~ty Council passed Ordinance No 98-
016 (the "Ordinance") establishing Remvestment Zone No I, ~ty of Denton, Texas, as a eom-
mercmlhndustnal remvestment 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 certmn real property, more partmularly described in
Exhibit "B" attached hereto and ~ncorporated herein by reference and made a part of this Agree-
ment for all purposes (the "Premises") located entirely w~th~n the Zone, and
WHEREAS, on the 12th day of December, 1997, Owner submitted an apphcat~on for tax
abatement w~th various attachments to the C~ty concerning the contemplated use of the Premises
(the "Application for Tax Abatement"), attached hereto and incorporated herein as Exinint "C"
and made a part of tins 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 tins Agreement,
and the other terms hereof are consistent w~th encouraging development of smd Zone m accor-
dance with the purposes for ~ts creation and are in compliance w~th the Pohcy and the Ordinance
and similar gmdelmes and criteria adopted by the C~ty 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 guldehnes and criteria heretofore adopted
by the City Council, which are set forth ~n the Pohcy, and
WHEREAS, written not,ce that the City intends to enter into this Agreement, along with
a copy of tins Agreement, has been furnished by the City, ~n the manner and by the t~me pre-
scribed by the Code, to the pres~rhng officers of the governing bodies of each of the taxing units
~n which the Premises is located,
NOW, THEREFORE, the City and Owner for and in consideration of the premises and
the promises contmned 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 majeure 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
1 246 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 w~th
respect to construction and equipping of a bmldlng or buildings and other improvements to be
constructed on the Premmes which are described in the Application for Tax Abatement Owner
agrees to bmld a bmld~ng or braidings of approximately 373,000 square feet within the area de-
scribed in Exlublt "B", substantially in accordance w~th Exhibit "D" as described ~n Section II(F)
hereof, at value of new real property improvements, eqmpment, and other tangible personal
property of at least $35,000,000 with respect to construction and eqmpplng of the building or
bmldlngs or other improvements to be constructed on the Prermses on or before January 1, 1999
(the "Contemplated Improvements") For the purposes of the immediately precedang sentence,
capital investment w~th respect to construction and eqmppmg the Contemplated Improvements
shall ~nclude (1) costs related to the development and ~mprovement of the real estate, ~ncludmg,
w~thout hmltatlon, construction costs and design and englneenng 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 Apphcatlon for Tax Abatement For the purposes of this paragraph, the term
"force majeure" shall mean any c~rcttmstance or any condition beyond the control of Owner, as
set forth in Section XXII "Force Majeure" which makes ~t ~mpossible to meet the above-
mentioned thresholds Provided, however, should Owner fml to make a capital investment ~n the
Contemplated Improvements that establishes a value of at least $35,000,000 on or before January
31, 2001 in accordance w~th the City's Tax Abatement Pohcy, the number of years of tax abate-
ment will be reduced to coincide w~th the maximum years of abatement per the amount of the
value established by the Policy For example, ~f 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
q 4o 01123
shall be reduced fi.om slx years to five years, ~n addition to the proportional reduction in abate-
ment reqmred under Sections I(C) and (F) hereof
B A condition of the abatement is that the Contemplated Improvements be con-
strutted and the Premises be used substantially In accordance wah the description of the project
set forth in the AppheaUon 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 slx years of
abatement following the beglnmng date defined ~n paragraph III(E) If force majeure conditions
make it impossible for any condmon m Section I to be met, Owner may elect to explmn the rea-
sons why such conthtaon 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
justffied, the City Council may modify the reqmrements of th~s 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-Ume jobs, the agreed number of full-t~me
jobs, the actual payroll, and the agreed payroll, m accordance with the formula set forth m para-
graph I(F) For the purposes of mal~ng the calculatmn of full-Ume jobs, those employees who
begin their employment with Owner after October 1, 1995 shall be ~ncluded, to allow Owner to
count employees who will be moved to the Contemplated Improvements m Denton from loca-
tions outside the City of Denton, and whose jobs are moved to the Contemplated Improvements
w~thln the area described m Exhibit "B" within the Zone
Page 4
6 Ill
D Owner covenants that as of January 1, 1998, there were no braidings, structures,
equipment, personal property, or other ~mprovements (defined below) on the Prermses A con-
d~t~on of tlus abatement is that throughout the Term of the Abatement, the Contemplated Im-
provements shall be operated and mmntmned for the purposes set forth here~n so that the uses of
the Premises shall be consistent w~th the general purpose of encouraging development or rede-
velopment of the Zone, except as otherwse authorized or modffied by th~s Agreement
E The City shall have the right to terminate the abatement ffthe Owner does not oc-
cupy or lease the Contemplated Improvements In the event of such termlnat~on whmh results ~n
the Owner falhng below one or more of the m~mmum threshold levels set forth ~n Section V(B)
hereof, the Owner shall refund to the City all pmwous tax abatements and all tax abatements for
future years shall be termmated
F If 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 ~n 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
falls to meet two or more cnterm or thresholds, the tax abatement will be reduced by the largest
percentage of non-comphance For example, ff the total value of structures and improvements to
the real estate and the personal property ~nstalled and eqmpped w~th~n the structures ~s
$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 C~ty, remit the amount by which the
tax abatement should be reduced w~th interest at SlX percent (6%) per annum from the time the
Owner was not m comphance For example, in the example above, Owner would remit 2 5% of
Page 5
0 I
the total abatement from the date the abatement was received and anterest on the pnnc~pal
amount from the date the Owner was not ~n compliance
G S~multaneously w~th the execution of this Agreement, the Owner shall enter anto a
long-term agreement with the Caty of Denton Munmapal Utdatms for the prowslon of electric
service for a term of not less than five years, and shall mmntmn performance of its contractual
obhgataons for the full period of the contract Pmvaded, however, the sale of the City's entire
electrical system, whmh by the terms of the agreement between Owner and Caty for electrical
servme causes a termination of the electrical services agreement, shall not constitute a default ~n
performance of thru Agreement which will result an a recapture of all or a part of the tax abate-
ment
H In conmderatlon of the abatement granted here~n Owner agrees to comply with all
the terms and condatlons set forth an thru Agreement
II
GENERAL PROVISIONS
A The Caty has concluded that it has adopted guldehnes and criteria governmg tax
abatement agreements for the Caty to allow it to enter ~nto this Agreement contmnmg the terms
set forth herein
B The C~ty has concluded that procedures followed by the C~ty conform to the re-
qulrements of the Code and the Ordinance, and have been and wall be undertaken in coordanatlon
wath Owner's corporate, pubhc employee, and bumness relations reqmrements
C The Premises are not m an improvement project financed by tax increment bonds
D Neither the Premmes nor any of the Improvements covered by thas Agreement are
owned or leased by any member of the City Council, any member of the City Planning and
Page 6
Zomng Commasslon of the City, or any member of the governing body of any taxing units join-
lng in or adopting this Agreement
E In the event of any conflict between the Cay zomng ordinances, or other Cay or-
dinances or regulations, and th~s 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 ~s attached hereto and ~ncorporated as Ex-
hibit "D" and made a part of thru Agreement for all purposes Prowded, however, nothing here~n
shall prevent Owner fi.om making changes to the bmldlng as shown xn Exhibit "D" as may be
necessary to meet state and federal environmental laws and regulations
III
ABATEMENT TERMS AND CONDITIONS
A In conslderat~on 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 mventory and supphes, 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 port,on of the ~ncrease m value of the Improvements on the premises over their value
on January 1, 1998, the year ~n which this Agreement ~s executed ~n accordance w~th Section
312 204 of the Code
Twenty-five percent (25%) of the increase ~n value fi.om construction of any Improve-
ments
C The value of the Abatement on the tangible personal property on the Premises,
excluding inventory and supphes, shall be the following portion of the Increase ~n value of such
Page 7
tangible personal property on the Premises over the value on January 1, 1998 m accordance with
Section 312 204 of the Code
Twenty-five percent (25%) of the increase m value of the tangible personal property on
the Premises whach is used by Owner in the operation of the Contemplated Improve-
ments
D Owner shall have the nght 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 m taxes based upon such protest or contest afier 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 '~rerm") shall beg~n on January 1 of the year fol-
lowing the calendar year in which a certificate of occupancy ~s ~ssued by the C~ty for the Im-
provements (the "Beg~nmng Date") and, unless sooner terminated as here~n prowdcd, shall end
on the December 31st immediately preceding the 6th anniversary of the Beglnmng Date
F If the value of the Improvements, the number of employees, or payroll reqmre-
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 authonze ~nspectlon of the proper~y by C~ty
employees and allow sufficient ~nspectlon of financial ~nformat~on to ~nsure 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 C~ty shall annually (or such other times deemed appropriate by the City) evalu-
Page 8
k246 O I
ate the ProJect to ensure comphance 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
(l) the total number of employees who work on the premises, their total sala-
ries,
(n) an inventory listing the l~nd, number, and location of and the total value
of all improvements to the property, including, without l~mltauon, 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 furmshed 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 C~ty 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 ~s $34,000 per employee If the Owner ~s d~ssatlsfied with the City Manager's decision, ~t
can appeal has dec~slon 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 t~me frames specified herein
C Dunng normal office hours throughout the Term of th~s 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
2N6 01129
provements are being made in accordance with the speclfiCat~ons and conditaons of th~s Agree-
ment and to verify that the condatlOnS of this Agreement are being comphed wath, provided that
such anspeetaon shall not anterfere wath Owner's normal business operations
D The Owner shall annually make a certaficat~on in writing to the C~ty Council, the
Commissioners Court of Denton County, and the Board of Trustees of the Denton Independent
School District, on or before June 1st of each year this Agreement IS m effect, except for the first
year when Owner shall have until July 31, 1999 to make thas certaficat~on, that certifies that the
Owner ~s in comphance with each applicable term of thas Agreement and any other tax abate-
ment agreement at may have entered ~nto wath Denton County and the Denton Independent
School District
E That s~multaneously w~th the execution of thas Agreement, Owner ~s entenng ~nto
samflar tax abatement agreements with Denton County and the Denton Independent School Dis-
trict Nothing an thas Agreement shall preclude Denton County and the Denton Independent
School District from entermg anto tax abatement agreements which contain different terms and
conditions than th~s Agreement and different portaons of abatement than shown in paragraph
III(B) and (C) of this Agreement, an accordance wath Section 312 206(c) of the Act, Chapter 312,
Subchapter B, of the Act, and all other appheable laws
V
FAILURE TO MEET CONDITIONS
A In the event that (1) the conchtlons m paragraphs I(A), (C), (F), and (G) are not
met, or (n) Owner allows ats ad valorem real property taxes w~th respect to the Premises or Im-
provements, or its ad valorem taxes with respect to any tangible personal property, ff any, owned
by the Owner wlueh ~s located ~n 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 l0
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 relatmg 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 noUee,
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 Fmlure 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 advlsmg City Council of efforts to cure or saUsfy same, Owner may utilize an addi-
tional mnety (90) days Time m 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 apphcable notice and cure or satisfaction pen-
ods, the Abatement shall be terminated with respect to the year an 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 Notwithstandmg any provision In this
Agreement to the contrary, Owner shall refund to the City all tax abatements previously received
with interest for the year an which the notice of Condition Failure IS given
Page 11
246 1131
B If, however, the Owner fmls to construct any structures or other improvements, or
falls to install any eqmpment or other tangible personal property within the Premises by January
31, 1999, If the value of all improvements falls below the current mlmmum $5,000,000 threshold
or ~f the Owner fmls 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
fmls to mmntmn performance of its contractual obhgatlons for the full penod of the contract,
then tlus 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 slx 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, jmnt
venture, corporation, trust or other entity 0rrespectlve of whether or not such assignee is related
to or affiliated with Owner) whmh acquires title to the Project Any asmgnee of Owner or any
Page 12
k2k5 01t3£
assignee of a d~rect or md~rect assignee of Owner shall be treated as "Owner" under th~s agree-
ment No assignment shall reqmre the consent ofC~ty ~f, following such assignment, the Owner
continues to occupy and operate the Contemplated Improvements for the full term of th~s
Agreement Nor shall the consent of the C~ty be necessary ~fthe assignee agrees to fully comply
w~th the terms and conditions of thru Agreement
VII
NOTICE
All notices called for or reqmred by th~s Agreement shall be addressed to the following,
or such other party or address as etther party designated ~n writing, by certffied mad postage pre-
pare or by hand dehvery
OWNER CITY
Dean Brown, Vine President Ted Benav~des, C~ty Manager
Umted Copper Industries, Inc C~ty of Denton
P O Box 2617 215 East McK~nney
Coppell, Texas 75019 Denton, Texas 76201
VIII
CITY COUNCIL AUTHORIZATION
Th~s Agreement was authorized by the Ctty Counml by passage of an enabhng ordinance
at ~ts meeting on the 18th day of August, 1998, anthoriz~ng the Mayor to execute th~s Agreement
on behalf of the C~ty, a copy of which ~s attached hereto and ~ncorporated here~n as Exhibit "E"
as ffwntten word for word hereto
IX
BOARD OF DIRECTORS AUTHORIZATION
Th~s Agreement was entered ~nto by Owner, pursuant to authority granted by the Board
of D~rectors of Owner, as authorized by corporate resolution to execute th~s Agreement on behalf
of Owner, a certfficate ewdencmg such resolution and consent ~s attached hereto and ~ncorpo-
rated here~n as Exhibit "F" as ff written word for word here~n
Page 13
01133
X
SEVERABIILTY
In the event any section, subsection, paragraph, sentence, phrase or work is held invalid,
illegal or unconstitutional, the balance of thru Agreement shall stand, shall be enforceable and
shall be read as if the part,es intended at all t~mes to delete said lnvahd section, subsection, para-
graph, sentence, phrase, or word In the event that (1) the term of the Abatement with respect to
any property ~s longer than allowed by law, or (n) the Abatement apphes to a broader classffica-
tlon of property than ~s allowed by law, then the Abatement shall be vahd with respect to the
classification of property abated hereunder, and the port~on of the term, that ~s allowed by law
XI
ESTOPPEL CERTIFICATE
Any party hereto may request an estoppel certfficate from another party hereto so long as
the certificate is requested m connection with a bona fide business purpose The certificate,
wbach if requested will be addressed to the Owner, shall include, but not necessarily be hmlted
to, statements that th~s Agreement ~s m 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-
lng term of this Agreement, the levels and remalmng term of the Abatement ~n effect, and such
other matters reasonably requested by the party(les) to receive the cemficates
XII
OWNER STANDING
Owner, as a party to this Agreement, shall be deemed a proper and necessary party m any
htlgatlon questioning or challenging the validity of this Agreement or any of the underlying or-
dinances, resolutions, or C~ty Council actions anthonzmg same and Owner shall be entitled to
intervene ~n said ht~gat~on
Page 14
XIII
APPLICABLE LAW
This Agreement shall be construed under the laws of the State of Texas Venue for any
actxon under thxs Agreement shall be the State's D~stnct Court of Denton County, Texas Thxs
Agreement ~s performable ~n Denton County, Texas
XIV
RECORDATION OF AGREEMENT
A certffied copy ofthxs Agreement ~n recordable form shall be recorded xn the Deed Rec-
ords of Denton County, Texas
XV
MUTUAL ASSISTANCE
Cxty and Owner agree to do all th~ngs necessary or appropriate to carry out the terms and
prows~ons ofth~s Agreement and to md and assist each other ~n carryxng out such terms and pro-
ws~ons Owner and C~ty agree at any t~me, and from t~me to t~me, to execute any and all docu-
ments reasonably requested by the other party to carry out the intent of th~s Agreement
XVI
ENTIRE AGREEMENT
Th~s instrument wxth the attached exhxb~ts and the agreement to be executed between the
part~es for the prowsxon of electric serwce to Owner by the C~ty, contmns the entire agreement
between the partxes wxth respect to the transaction contemplated ~n th~s Agreement
XVII
BINDING
Thxs Agreement shall be bxndxng on the parkes and the respectxve successors, assigns,
he,rs, and legal representatxves
Page 15
XVIII
COUNTERPARTS
This Agreement may be executed ~n counterparts, each of which shall be deemed an
onglnal, but all of which together shall constitute one and the same ~nstmment
XIX
SECTION AND OTHER HEADINGS
Section or other headings contamed ~n this Agreement are for reference purposes only
and shall not affect in any way the meamng or interpretation of this Agreement
XX
NO JOINT VENTURE
Nothing contained in th~s Agreement is intended by the parties to create a partnership or
joint venture between the parties, and any lmphcation to the contrary ~s hereby disavowed
XXI
AMENDMENT
This Agreement may be modified by the parties hereto to ~nclude other prowsmns wluch
could have onglnally been included m this Agreement or to delete provisions that were not
originally necessary to this Agreement pursuant to the procedures set forth m 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 obh-
gations under this Agreement, then the respective Party's obhgattons hereunder shall be sus-
pended dunng such period but for no longer than such period of t~me when the party ~s unable to
perform
Page 16
l 2L, 6 O I i36
That tins Agreement was EXECUTED th~s /~/7~' day o~ 1998, by duly
authorized officmls of the C~ty and by Umted Copper Industries, a Texas corporation, mmultane-
ously w~th the execution of mmflar Tax Abatement Agreements between Umted Copper Indus-
tries and the Denton Independent School Dmtnct and Denton County
CITY OF DENTON, TEXAS
ATTEST
JENNIFER WALTERS, CITY SECRETARY
?/
APPI:~)VED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
UNITED COPPER INDUSTRIES, INC
A TEXAS CORPORATION
T~tle
ATTEST
Page 17
STATE OF TEXAS §
COUNTY OF DENTON §
Before me, the undersigned authority, a Notary Public in and for smd State of Texas, on
this day personally appeared Jack Miller, Mayor for the C~ty of Denton, known to me to be the
person who signed and executed the foregoing instrument, and acknowledged to me that thas in-
strument was executed for the purposes and consideration there~n expressed
G~ven under my hand and seal of office this the/~day o~, 1998
My Commission Expires/~~
STATE OF TEXAS §
COUNTY OF DENTON §
Before me, the undersigned authonty~, a Notary Pubhc in and for said State of Texas, on
thxs day personally appeared ~r~ov.~_ ~ , on behalf of United Copper In-
dustries, Inc, known to me to be th~ of Umted Copper Industrtes, Inc
and to be the person who signed and executed the forego~n-g instrument, and acknowledged to me
that flus instrument was executed for the purposes and cons~deratlon there~n expressed
Given under my hand and seal of office th~s the/t~(~'day of~, 1998
My Commasslon Expires/.~J_/_~0~
ti'
Page 18
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 c~ty and to an ongoing
improvement m the quality of hfe for its cmzens 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 basra, give consideration to providing tax abatement as a stimulation for economic
development m Denton It is the pohcy of the C~ty and DISD that said conslderatlonwfll be prowded In
accordance with the procedures and criteria outlined in flus document Nothing herein shall Imply or
suggest that the City, DISD or Denton County are under any obhgatlon to provide tax abatement to any
applicant All apphcants shall be considered on a case-by-case basis
Tax inducements, as described m this pohcy, will be considered for new, expanding and
modermzmg basle industries, corporate office headquarters and distribution centers
II CRITERIA
Any request for a tax abatement shall be reviewed by the Jmnt Commmee on Tax Abatement,
sa~d Comnuttee being comprised of two elected officials from each of the taxing entrees revolved One
addmonal staff person from each jurisdiction shall be appointed to serve as a nonvotl , eng~x officio
member of the eommmee
The Joint Comrmttee on Tax Abatement serves as a recommending body to the taxing entrees
regarding whether economic development incentives should be offered in each individual case Their
recommendation shall be based upon an evaluaUon of the following criteria which each appheant will
be requested to address m narraUve format
1 History and Philosophy of the firm
25
6 Of
a) Nature of products and geographic penetration
b) F~nancial statements for past five years or hfe of firm whichever ~s shorter
c) Chronology of plant opemngs, clomngs, & relocations over past 15 years
d) Record of mergers and financml restmcmnng dunng last five years
e) Record of employment and trmmng prowded for handmapped and chronically
unemployed
2 ProJect Specfficattons
a) Prowde plat of proJect including all roadways, land use and zomng wtttun 500 feet of
site Legal description of s~te ts required
b) Is the project a relocation or new facility to expand operations If relocation, g~ve
current locauon
c) Project investment m real and personal property at the above stte for each of the next
ten years
d) ProJect permanent employment for next ten years resulting from the new mvestment
Indmate 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 ts completed
f) Describe employment trmmng mqmrements ~nclud~ng proms~ons for trmmng
handicapped and chromcally unemployed tf applicable
g) Project utility (gas, electricity, water, etc ) usage for each of next ten years
h) Esumate the infrastructure (streets, sewer, water, etc ) reqmrements necessary to
operate the new facility
0 Estimate the annual operating budget for next ten years
Will the occupants of the project be owner or lessees9 If lessees, are occupancy
comnutmcnts already emstmg9
k) CAve the name, address, and telephone number of contact person
26
3 The commumty ~mpact of the project
a) Project the value of real and personal property that wdl be added to the tax rolls
b) Ustng current rates estimate the additional taxes that will be d~rectly generated by the
project wahout constdermg any proposed abatement for each of the affected taxing
entrees for each of the next ten years
c) For each taxtng entity tndtcate the mount of tax abatement requested for each of next
ten years
d) Estimate the mcrease m investment ~n other local businesses resulting from the project
for the next ten years
e) Esttmate the tncreased houstng needs ~n the area resulttng from the project for ten
years
f) Estimate the tncrease tn the tax rolls for each taxing entity for the next ten years
g) Esttmate the tnfrastmcture construction that would be requxred because of the growth
resulting indirectly from the project
h) Prowde the specffic detail of any businesses/residents that w~ll be dxsplaced and
asststance that wdl be avatlable from the requesttng enttty
1) Esttmate the ~ncrease in students by grade level resulung from the project including
the multtpher effect (redirect gwwth) for the next ten years Show the tncrease for
each impacted school d~stnct
j) Prowde description of any lustoncally stgmficant area ~ncluded walun the project's
area If any, g~ve detml of how the htstoncally s~gmficant area wtll be preserved
k) Provtde reformation of any demmental effect on ex~stmg bustnesses, recreational
areas, and res~denttal area
1) Provtde details of any benefit to an area of the commumty targeted for
rewtahzatlon/redevelopment
III VALUE OF INCENTIVES
The criteria outlined tn Sectton II will be used by the Jomt Commtttee on Tax Abatement tn
determtmng whether or not tt ts tn the best interests of the affected tatung enttt~es to recommend that tax
abatement be offered to a particular facfitty Spe¢ffic cons~derat~onswdl tnclude the degree to wtuch the
~nd~wdual project furthers the goals and object~ves of the commumty, as well as the relative tmpact of
the project New, expanding and modernizing bustnasses w~ll be ehg~ble for abatemem ~f the mm~mum
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
MAXIMUM MAXIMUM
VALUE OF STRUCTURE YEARS OF PERCENTAGE OF
AND PERSONAL PROPERTY ABATEMENT 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 cresting business is located wathln the boundaries of the participating jurisdictions and
dectdes to expand or relocate wathm such boundaries, the actual value of the structure shall be
multlphed by 125% prior to ut~hzmg Table 1 Ifthe expanding or relocating business is abandomng any
property or improvements watlun the junsdlcttons, the value of tlus abandoned property shall be
subtracted from the new value figure prior to mult~plymgthe value by 125%
The tax abatement shall not apply to any portion of the land value of the project
Apphcants agreeing to extend infrastructure improvements (streets and utalltles) to improve
other industrial sites wluch can be marketed by the Chamber of Commerce Economm Development
Director,may be ehg~ble for a greater tax benefit than those described above by ntihzmg tax increment
financing procedures The offenng of such an inducement wall be evaluated on a case-by-case bas~s
dependent upon the apphcant's ability to make avmlable ~mproved industrial sites
Preliminary Aoohcatlon
IV PROCEDURAL GUIDELINES
Any person, orgamzatlon or corporation deslnng that the City or DISD consider prov~dlng tax
abatement to encourage location or expansion of fac~ht~es within the limits of the .lunsdlctlons shall be
reqmred to comply w~th the following procedural gutdehnes Nothing within these guidelines shall
imply or suggest that either the C~ty, 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 cntea~a outlined in Section II above m narrative form
C Applicant shall prepare a map showing the precise location of the property and all
roadways w~thm 500 feet of the site
D If the property is described by metes and bounds, a complete legal descnp~on 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 McKmney, Denton, TX
76201
Aonilcatlon Review Stem
All mformaUon m the application package detailed above will be reviewed for
completeness and accuracy Addlttonahnformatlon may be requested as needed
The apphcaUon wall be distributed to the appropriate City and DISD departments for
internal review and comments Addmonal information may be requested as needed
Copies of the complete apphcatton package and staff comments will be provided to the
Joint Committee on Tax Abatement
29
Consideration of the Apphcatlon
I The Joint Committee on Tax Abatement will consider the apphcatlon at a regular or called
meetmg(s) Add~ttonal reformation may be requested as needed
J The recommendation of the Joint Committee on Tax Abatement will be forwarded, wtth
all relevant materials, to the chtef administrative office of each taxtng entity
K If the City Council of Denton dectdes to grant a tax abatement it shall consider a
resolution ealhng a pubhc heanng to consider estabhshment of a tax relnvestment zone in
accordance w~th SeeUon 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 heanng and detenmne whether the
project is "feastble and practical and would be of benefit to the land to be included in the
zone and mumclpahty tn accordance with Section 312 201" Special consideration shall
be gtven to pohcles noted in the Denton Development Plan when designating a tax
remvestment zone
M The C~ty Council of Denton may consider adoptmn of an ordinance designating the area
described in the legal descnpuon of the proposed project as a commercial/industrial tax
abatement zone
N The Ctty Council may consader adoption of an ordinance or resoluUon approvmg the
terms and condmons of a contract between the City and the apphcant govermng the
provtsion of the tax abatement and the commitments of the applicant including all the
terms requtred by Section 312 205 of the Tax Code and such other terms and condmons as
the City Counctl may require Should the commitments subsequently not be saUsfied, the
tax abatement shall be null and void, and all abated taxes shall be pa~d immediately to the
City of Denton and all other taxing junsdtctlons participating tn the tax abatement
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 m 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 pement of value to be abated each year,
3 Method of calculating the value of the abatement,
4 Dura~on 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 Specffic terms and cond~tlons to be met by apphcanl;
8 The proposed use of the facility and nature of construction,
9 Contractual obligations m the event of default, violation of terms or conditions, delinquent
taxes, recapture, adm~mstration and asslgment
Annual Evaluation
Upon completion of construction, the Joint Committee on Tax Abatement shall annually
evaluate each facthty receiving abatement to insure compliance wath the agreement and report possible
violations of the agreement to the taxing entities
Transfer or Assl;,nment
A contract for tax abatement may be transferred or assigned by the original applicant to a new
owner upon the approval o£ the various taxing jurisdictions after such a recommendation is made by the
Joint Committee on Tax Abatement
ALL that c, rtain lot, tract or parcel of laud lying and being situated in the City and County of Denton,
State of Texas, being part oftbe M. Forrest Survey, Abstract Number 417 and being more particularly
desenbed aa follows:
BEGINNING at the southwest corner of 90 65~6 acre tract described as Tract III by Special Warranty
deed conveyed to Albertson's Incorporated recorded m Volume 3205, Page 214 of the Real Property
Records of Denton County, Texas, sand point also lying on the north line of U.S. Highway 380;
THENCE South a distance of 63 feet to the centerhne of said U.S. Hnghway 380;
THENCE Northeasterly along the eenterline of U.S. H~ghway 380 a distance of 4~303 feet to a point for
corner;
THENCE North passing at 6;3 feet the north right-of-way line of U $. 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 Bullaed tram and continuing North to a point in the eenterline of Fbhtrnp Road;
THENCE Westorly and northwesterly along the eenterline courses of Fisbtrnp Road a distance of
3,210 feet to n point for corner, said point being the mtefleetion of the osnterline of Fishtrap Road and
the rentor#ne of the Union Paeiflo Railroad;
THENCE Southwesterly along the eeuterline of the Umon 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 90.6S66 aero
Albertson's tract and continuing a total dbtanco of 240 feet to a point for corner, satd point being the
northwest corner ora 1.457 acre SAVE & EXCEPT tract deeeHbed as Tract Il in said Albertson's
deed recorded in Volume 320S, Page 214 R.P. ILD.C.T.;
THENCE Southeasterly dong the northeast line of said 1.457 acre tract a dbtanco of 564 feet to a
point for come, said point being the southeast corner of said 1.457 acre tract;
THENCE South dong the west line ora 2.114 aero tract described as Tract I in said Albertson's deed
recorded in Volume 3205, Page 214 ILP. ILD.C.T. a dutanco of 662 to the southwest corner of said
2.114 aero tract;
THENCE West a diatanos of 69 fect to the most southerly northwest corner of said 90.6S66 acre
Albertson's [net;
THENCE South n distance of 18S feet to the POINT OF BEGINNING and containing i63 acres of
land.
United Copper Industries
Application for Tax Abatement
Prepared for
Proposed Denton Stte
D~¢ember 12, 1997
~ Umted CoppiR InduStt~lls ~.
- :
TABLE OF CONTENTS
Section I EXECUTWE SUMMARY
Section Il APPLICATION FOR TAX ABATEMENT
Section IT! NARRATIVE SECTION OF APPLICATION
Sectton IV PROPOSED BUILDING LAYOUT
Section V AERIAL OF SITE
Sectton VI LEGAL DESCRIPTION OF SITE
3 6 Trammell Crow Dallas~Fort Worth
~ Unnedl Copper Industries
December 12 1997
We are pleased to have the opportumty to subrmt this apphcation for tax abatements to your council
Trammell Crow started worl~ng with United Copper dunng the third quarter of 1996 We successfully
helped them secure a 110 000 square foot dlstnbutlon tacdlty tn Coppell Halt ot th~s tacdtty ~ currently
being used by one of their sister compames, Cambridge-Lee lndusmes Cambridge-Lee Industries is a
d~smbutor of copper tubing The balance of the warehouse ts used by Umted Copper tot dtsmbut~on
purposes
Along with a variety of other US businesses, Cambridge-Lee and Umted Copper are owned by IUSA or
Umted Industries a privately held diversified Mexican conglomerate
The long term plan ot United Industnes ts to develop a National Headquarters tn North Texas We have
secured the 91 acre site as a possible location for them to k~ck-off their US developments The first phase
ot th~s project will be to build the corporate headquarters tot United Copper Industries. their national
dlsmbution center and the integrated copper wire and cable manufactunng facthty
We feel that tins fa~.lhty will serve as a flagsinp on the east side of Denton for future developments The
budding will be a showpiece which should act as a magnet for other developments tn the area
In addmon, to the jobs created and the tax dollars generated, we feel this project wdl be wewed as a
statement towards our wtlhngness to develop future business with Merd~,o
We are very ex~lted about tins project The e~onormc m~.entlves offered will be a key part of the over-all
evaluation ,of where to locate this operation We look forward to working w~th you
Smcerely,
Seth T Kelly ~/ Dave D Noble
37 Trammell Crow Dallav/Fort Worth
APPLICATION FOR TAX ABATEMENT
Property Owner:
Albertson s Inc
250 ParkCenter Boulevard
Boise Idaho 83726
Attn Mtke Baldner
Phone # 208 393 669~
Under contract for sale to
Tranunell Crow Company (Developer)
2200 Ross Avenue
Suite 3700
Dallas. Texas 7~201
Attn Seth T Kelly
Phone # 214 979 6144
2 Property Owner's Representative:
(SEE ABOVE)
3 Property Address:
2727 Geeshng Road (Estimate of street address)
Denton, Texas 76208
4 Located within:
Ctty of Denton
Denton County
5 Description of Project:
Approximately 91 acres located at the northwest comer of 380 and
Geeshng The budding will be apprortmately 420,000 square feet and shall
face G-eeshng Road (See attached s~te plan)
6 Date projected for occupancy of project/initiation of operations:
Janua~ 1999
3 8 Trammell Crow Dallas/Fort Worth
~ Un,ted Copptr I,dustllles
SECTION OF APPLICATION
NARRATIVE
QUESTION/ANSWER
H~story and Philosophy of the firm.
a) Nature of products and geographic penetration
The primary products to be manufactured at t~us fa~lhty wtll be TYPE THHN ~ondu~tor
copper wire tot the commercial construction market and TYPE NM-B conductor copper
wtre for the restdentzal ~onstru~.tlon market The fa~Ahty wdl have the ~apa~lty to produce
120,000,000 pounds ot each wtre type per year In addtt~on to the manutacmnng or these
wtres the company will complement thetr tnventory w~th other related products that will be
produced elsewhere
The wdl dehver product to all 48 contiguous states
Company
b) Financml statements for the past five years or hfe of firm whichever is shorter
Because the concern ts privately held and has no destre to have the financial statements to
be of pubh~ re~.ord, we would hke to request a private meeting to revmw the financial
condition of the entity
Project Specifleataons:
a) Prowde 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.
Th~s ts a proposed new faclltty Umted Copper currently has a $0,000 square foot
d~stnbuuon fa¢lhty located at 1110 Exe~uttve Drtve, State 500, Coppell, Texas 75019
This facdlty was leased February I $ 1997 for a term of three years and slx months
Umted Copper has a subtenant prepared to move into tls fa~hty when they move thetr
d~stnbutton operatmns to D~nton
Trammell Crow Dallas/Fort Worth
39
u ntd
I c) Project Investment In real and personal property at the above site for years 1, 5, and 10
~ Personal Property
I Year I $10,000,000 $27,102,000 Eqmpment
$37,500,000 Inventory
Year 5 (Same as above + anflation)
I Year 10 (Same as above + inflation)
d) Project permanent employment for the next ten years resulting from the new investment
I Include estimate average annual salary on new jobs.
Emolovment Averaee Sal0ry
I Year 1 260 $34,000
Year 2 325 $36,000
Year 3 390 $38,200
I 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
I Year 9 732 $54 200
Year 10 800+ $57 450
I e) What Is the total current payroll and the projected payroll when the project is completed*
Current payroll $3,100,000 at D~stnbution facility ~n Coppell
I Payroll at completion $8,840,000 per year
f) Describe employment training requirements if applicable.
I
The average worker will need to be highly trmned ~n order to operate the state of the an
production eqmpment to be install an this fa¢lhty The company plans on working with
I local educational ~nst~tut~ons to help supply them with this training
!
I
I
I 4 0 Trammell Crow Dallas/Fort Worth
ProJect utility {gas, electricity, water, etc ) usage for years 1, 5 and 10
Yc~ [ 204 ~lhon cu/fffye~ 14 4 ~lhon kw/~s
We do not expe~t the utlhty consumption to ~ncrease until future producuon facxlmes ~e built on
the ~tte There are no s~ctal water mqmrements
Est~mte the ~rastructure (stree~ sewer, water, etc ) reqmremen~ necessary to operate
the new facility.
It will be necessay to bnng both water ~d sewer lines to the s~te Addition~ly, Geeshng Road
wtl[ need to be widened and paved
Will the occupan~ or the prolect be owner or lessees'~ If lessees, are occupancy
co~tmen~ already existing?
[t ~s undecided at th~s nme
G~ve the na~, address, and telephone n~ber of the contact per~m
~ ~ Brown
Umted Cop~r lndusmes
1110 ExecuUve Drive
State S00
Cop~], Texa 75019
PH 972 393 6979
Mr Seth T Kelly (Project Coordinator)
Tr~e~ Crow Comply
2200 Ross Avenue
State
Dally, Tex~ 75201
PH 214 979 61~
~ Dave Noble (~velopment Coordinator)
Trammell Crow Company
2200 Ross Avenue
Sm~ 3700
D~, Tex~ 75201
PH 214 979 6~82
4 ~ Trammell Crow Dallas/Fort Worth
I ~ U.,ted Copplr I.du.tr,es
The conunumty ~mpact of the project:
(SEE EXECUTIVE SUMMARY)
Trammell Crow Dallas~Fort Worth
$CHEDULE_.~
S CH~,BULE I
to Contract of Sale
T~ct I
All that certain tract or parcel of land sttuated tn the MOREAU FORREST $LrRVLa'Y,
~STRACT NO 417, Denton County, Texas, being pan of a certain (called) 3 465 acm tract
deeded by Margsam Investment Co, Inc to James C Payne on the 4th day of February, 1965
and recorded m Volume 522, Page 501, Deed Records, Denton County, Texas, and being more
ful/y described as follows
BEGINNING at the Northeast comer of smd 3 465 acre tract,
TI-IENCE South 00 59 25 West, along and near a fence on the East boundary Line of
deg
mill
sec
smd 3 465 acre tract, a distance of 696 90 feet to an tron pm,
THF. NCE South 85 deg 13 mm 12 sec West, along a fence a distance of 130 67 feet to a potnt,
TI-t2ENCE North 00 deg 59 mm 25 sec ~t, a distance of 661 89 feet to a point m the Southwest
right-of-way of an easement to Texas Mumc~pal Power Agency recorded m Volume 1167, Page
260, Deed Records of Denton County, Texas,
TI-II~NCE North 38 deg 18 nun 38 sec West, along smd easemem nght-of-way a ~lstance of 57 46
feet to a point m the North boundary hne of smd 3 465 acre tract,
TttENCE North 89 deg 43 mm 16 sec Fast, along a fence a d~stance of 166 44 feet to the POI2qT
OF BEGINNING, and containing 2 114. acres of land, more or less
Tract II
LOT lB of the MA. RG-$AM SUBDMSION, an Addmon to the C~ty of Denton, Texas,
the thereof recorded m Cabinet H, Page 237, Plat Records, Denton County,
accordtng
to
Replat
Texas
Tract m'
All that certain tract or parcel of land situated tn the M FORRF_.ST SURVEY, AI~TRACT NO
417 and the T H LIVING SURVEY, ABSTRACT NO 729, Denton County, Texas, ~mg all
of TRACT 2 of the MARG*SAM SUBDIVISION, an Addition to the C~ty of Denton, Texas,
according to the plat thereof recorded tn Volume 11, Page 25, Plat Records, Denton County,
Texas, and being more fully described as follows
47
BEGL%~'L-NG at a found ~ron pm on the south mght-of-way of the Texas and Pacific Ru,lroad at
~ts mter~ecnon w~th the middle of .Mango Road, sa~d comer being the North Northeast comer of
smd Tract 2 m the T H L~vmg Survey,
TH~'~CE South 27 dog 35 mm 18 sec East m Mmgo Road past the South boundary hue of the
T H L~vmg Survey, wi'ach ~s the North boundax~, hue of the 5,I Forrest Survey and continuing
a d~stance ot 3 l0 97 feet to an tron pm at a mm m M. mgo Road,
South $3 dog 15 mm 31 sec East m Mmgo Road d~stance of 776 97 feet
TH~ CE
a
to
a
railroad
sptke m the rmddle of Geeshug Road and the East Northeast corner of Tract 2,
TI-~',rCE South 02 dog mm sec West m Geeshug Road a cLtsmnce of 1456 80 feet to aa u'on
19
32
pm at the beginning of a fla.~ of U S Highway 380,
THENCE South 41 dog 54 mm 15 sec West a d~stance of 156 52 feet to a right-of-way monument
at the end of smd flare,
THENCE South 80 dog 37 mm 58 sec West w~th the North right-of-way of U S I-Iaghway 380
dong and near a fence a d~stance of 847 97 feet to a right-of-way monument,
TH-ENCE South 74 dog 47 mm 24 sec West with the North boundary hue of saxd I'-Iaghway a
d~stance of 101 06 feet to a right-of-way monument,
THENCE South 80 dog 38 mm 00 sec West w~th the North boundary hue of s~ud H~ghway a
d~stance of 1140 23 feet to a fence comer at the South Southwest comer of Tract 2 and the
Southeast comer of tract described m a Deed from James C Payne, Sr, et al to Paul L Lubbers,
et ux, and recorded tn Volume 604, Page 351, Deed Records of Denton County,
T'dENCE North 00 dog 49 mtn 39 sec East w~th smd fence a d~stance of 259 11 feet to a fence
comer at the Southwest comer of a 3 465 acre tract described m a Deed from Margsam
Investment Company, Inc to James C Payne, and recorded
m
Volume
522,
Page
501,
Deed
Records of Denton County,
THENCE North 85 dog 13 mm 12 sec East w~th a fence a dlsUrtnce of 199 71 feet to a fence
comer at the Southeast comer of sa~d 3 465 acre tract,
THENCE North 00 dog 59 mm 25 sec East with a fence a dtstaace of 696 91 feet to a fence
comer at the Northeast comer of sa~d 3 465 acre tract,
THENCE South 89 dog 43 mm 16 sec West along and near a fence a d~stance of 779 34 feet to
an tron pm at the Southeast comer of dedtcated Mary Lee Road,
TI-I~NCE North 00 dog 45 mm 17 sec Fast a d~suance of 70 0 feet to aa tron pm at the Northeast
comer of Mary Lee Road on the South boundary hne of Tract I of Marg-Sam Subd~vmon as
shown on the plat recorded ra Volume I 1, Page 25, Plat Records, Denton County,
48
T?~NC~, Nor~l ~9 dcg 4,0
at the Southeitt comlr o~ Tmet 1,
~CE ~o~h 00 deg 37 mm 05 s~c ~u~t ~ong ~d ne~ a f~nc~ a d~s~c~ of 504 31 feet to
~ ~on pm on th~ South right-of-way
~C~ No~riy w~ ~ Sou~ right-of-way of th~ T & P ~n,lro~ ~ound a cu~ to th~
lea ~vmg a cen~ ~gle of I0 deg 09 mm 33 sec, a chord of No~ 65 deg 37 ~ 3~ sec ~st
~1 58 f~t, a m~us of 2493 69 f~t, ~d ~ ~c &s~ce of ~2 16 feet to the ~nd of smd cu~e,
~CE No~ 63 ~g 32 ~ 48 ~ ~t w~ ~e Sou~ boun~ ~e of smd ~oad 1294 50
feet to the PO~ OF BEG~G, con~g 90 6566 acres of l~d, more or less
SAVE AND EXCEPT TH~ FOLLOWING THREE PARCELS OF ~
SA~ ~ EX~E~ ~T I
~ ~at ce~ ~ct or p~l of ~d s~t~ m ~e MO~U FO~T S~Y, ~S~CT
NO 417, ~nton Count, Te~, being a p~ of a ce~ (c~ed) 90 4 acm Tract E of ~G-
S~ S~D~SION m the Mo~au Foist Su~ey, recorded m Volume 11, Page 25, Plat
Records of smd Count, ~d being mo~ ~y described as fo~ows
BEG~G at the Southe~t corner of T~ct I of smd M~g-S~ Subd~ws~on, ~so ~mg ~e
Southeast comer of a c~d 5 0 ac~ tract d~eded by I R Nebl~, ~t ux, to S~ety-~n
Co~omflon on th~ 27th ~y of S~tember, 1974 ~d ~corded m Volume 724, ~ge 190, D~
Records of D~ntou Count, T~xas,
~ENCE South 00 d~g 37 m~n 05 s~c West a d~s~ce of 70 25 feet to a point m th~ North
~un~ ~ of a c~ 4 0 ~ ~t ~ by J C Payne, et ux, to S~e~-~o~n Co~o~uon
on the 24th ~y of J~u~, 1979 ~d ~orded m Volum~ 934, Pag~ 798, D~ Records of
Denton ~ounty, Texas,
~C~ Sou~ 89 ~g 43 ~ ~ ~ We~, ~ong the Nonh boun~ ~e of smd 4 0 ac~ t~ct
a dtst~ce of 294 60 feet to the South~at corner of M~ ~e Road (dedicated pomon),
~ENCE No~h ~ deg ~5 mtn 17 s~ ~st, a d~s~ce of 70 01 f~t to the Northeast corner of
M~ ~ Road (dedtcated pomon),
~ENCE North 89 deg 40 mm 34 sec ~st, a d~st~ce of 294 ~ feet to the PO~ OF
BEGt~G ~d contmnmg 0 474 acres of l~d, more or less
49
4:)46 Iii 163
SAVE & EXCEF1~ TRACT II
All :bat cern. am tract or p~c:l of I~d s~ted m the MO~U FO~T S~,
~S~CT NO 417, Denton Count, Texas, being a p~ of a ce~ (c~) 90 4 ac~ Tract
~ of ~G~S~ S~D~SION m the Mo~au Forest Su~ey, ~o~ed m Volume [ 1, Page
25, Plat ~cords of s~d County, ~d being mo~ ~Hy described as EHows
CO~C~G at the Northeast comer of Tract I of s~d M~g-S~ Subd~ws~on,
~CE Sou~ ~ deg 37 mm 05 s~ West aong the ~st boun~ ~e of s~d Tract I ~d the
No.em West ~un~ ~e of ~ T~t ~ a ~s~ce of 175 59 feet to a point m the Sou~west
right.f-way of ~ easement to ~A, ~corded m Volume 1181, Page 955, De~ Records ~d
at the PO~ OF BEG~G,
~CE Sou~ 38 ~g 18 ~ 38 ~ ~a~, aong ~d ~ment right.f-way a d~s~c~ of 506 ~
feet to a point m the No~ boun~ ~e of a c~ed 3 465 ac~ ~ct d~ed by M~gs~
Investment Co, ~c, to I C Payne on the 4th ~y of Febm~, 1965 ~d ~orded m Volume
522, Page 501, Deed Records, Denton Count, Texas,
~CE Sou~ 89 ~g ~3 ~ 25 ~ W~, p~smg a 43 80 f~t ~e Nonhe~t comer of a c~
4 0 acre tract to S~e~-~een Coloron, ~corded m Volume 934, Page 798, De~ Records
Denton Count, Text, a to~ d~s~ce of 318 26 feet to a ~mt,
~CE No~ 00 deg 37 ~ 05 ~c ~t, p~smg at 70 25 feet ~e Son.east comer of smd
T~t I, a to~ ~ce of 398 9~ f~t to ~e ~ OF BEG~G ~d coring 1 457 ac~s
l~d, mo~ or
Of
less
SAVE AND ~EXCEPT
Legal Land D~scription for Parcel 17
BEING 3,382 square feet or 0 0776 acres of land, mom or less, situated m the Moreau Forrest
Survey, Abstract Number 417, the City of Denton, Denton County, Texas, and being a pan of
Tract 2 of th~ Marg-Sarn Subdlv~sion, an addition to the C~ty of Denton, Texas, as recorded m
Volume II, Page 25, Plat Records of Denton County, Texas, and being a pan of the land
conveyed to Alpha Bela Company, a Delaware corporanon, by deed as recorded tn Volume 1542,
Page 149, Deed Records of Denton County, Texas, said 3,382 square feet or 0 0776 acres of land
being more parttcularly described by metes and bounds as follows
COIvEvIENCI2N'G at an tron md found being the southwest comer of Tract 2 of smd Marg-Sam
Subd~v~ston and the southeast comer of a tract of land conveyed to Paul L Lubbers and wife,
V~rg~n~a L Lubbers, by deed as recorded in Volume 604, Page 351, Deed Records of Denton
County, Texas, and being m the existing northern r~ght of way line of U S 380,
T~CE North 80 degrees 43 minutes 02 seconds East along the ex, sung northern right of way
hne of U S 380 for a d~ance of 468 35 feet to an u'on rod set m the new northern right of way
hne of U S 380, at the POINT OF BEGI2q'N]~G,
(1) TI-I~CE North 74 degrees 16 minutes 15 seconds East along the new northern right of
way Line of U S 380 for a chstance of 100 64 feet to an ~ron rod set at an angle point,
(2) ~CI~ North 80 degrees 43 minutes 55 seconds ~:-.st along the new northern right of
way Line of U S 380 for a d~stance of 200 00 feet to an ~-on wd set at an angle point,
(3) ~CE North 87 degree,~ 08 minutes 05 seconds East along the new northern right of
way hne of U $ 380 for a chstance of 100 63 feet to an ~ron rod set m the ex~stmg
northern right of way hne of U $ 380,
TI.-I]~C~ South 80 degree~ 43 minutes 02 seconds West along the ex~stmg northern right
(4)
of way hne of U $ 380 for a d~ance of 400 00 feet to the POINT OF BEGINNING, and
cov~'~!m~g an a. rea of 3,382 square feet or 0 0??6 acres of land, more or less
51
!
SCHEDUL~~=
IFZbG llGG
$CMEDULE
a ~eplat cf Loss 1, 2 and 3 of SOUTPRIOGE VrLLAGE SHOP°.'~S CENTER, an
Add ':l°nLOT 2R, so the C,ty of Denton, Texas, according to the plat the-eof recorded
m Cablre: E, Slide 392, Plat Records, Oenton Count/, Texas
p~RCE- ti (EASEMEN' ESTATES)
r ^cr ^,
Be ng a tract or parcel o' containing
land
acres,
John
McGowan Survey, Abstract No. 797, Denton ¢oun:t, Texas, being a :arc of that
csrsam (called) 4.90B acre tract deeded by Robert Glen N~cholsc-, et ux, to
Porter on %he ~Tth day of May, 1965, and recorded in Volume ~38, Page
Jehr
538, D,¢.D R., same being ou% of a certain 18 712 a¢-e tract, as :e- plat o~
Nosh Corpora%~on, Cons.l:~ng Engineers, ~n Denton, Texas, dateo ..~e 3, 1983,
said 6 g888 acres being ~ore particularly descr~bao by metes arc :ounds as
~ollowe:
¢OMMENCIN~ at the Nort-wast corner of sand 4.9~ ac-e tract, same ~e~ng on the
Southwest R.O.W. l~ne of Interstate Hnghway No. ~EE, and being a so on the
East l~ne of J. W. Erwnn Subdivision (recorded ~n Volume 337, Pace 35~,
O,¢.O.R.);
THENCE, South 39 degrees ~ minutes ~ seconds East, along sa~d Southwest
R,O W lme, a d~stance of 58.6~ feet to an argle point,
THENCE, South 47 degrees 27 m~nutes ~ seconds East, continuing along sa~d
Southwest R O.W. l~ne, a distance of 34.~ Feet to a point, same oemg the
most Easterly corner of a certain ~.127 acre tract and also being the point of
mtersect~on of said Southwest R,O.W. l~ne w~th the Westerly R 0 ~. l~ne o~
R~dgewey Dr~ve (based mn a width of 8~ Feet);
THENCE, Seut. h 47 degrees 27 mmutes ~ seconds East, contmu~ng a,cng sa~d
Southwest R,O.W. 11ne, a distance of B~,~O Feet to a point of ~r:ersectlon of
sa~d Southwest R.O.W, ~,~e w~th the Easterly R O,W. l~ne of sa~c ~dgeway
~-~ve, same being the =os= Northerly corner o~ a cerss~n ~ 772 ac-e tract
(Lot., Block 1 Of ~he 3~nn~ng Subdlv~son),
T~ENCE, Scusn 47 degrees 27 m~nutes 08 seconcs East, continuing ~ cng said
Southwes: ~ 0 W. /ms, ~ d~stance of 230 5~ Feet to an angle po,-:,
THENCE, Sou~h ~3 degrees ~7 m~nu%es 26 seconds Ease, continuing e cng sa~d
Southwest R 0 N /1ne, ~ c,s~ance of 4~.34 Feet to an angle po -l;
THENCE, South 47 degrees ~7 m~nutes ~1 seconds East, continuing a~ong sa~d
Soul-west o O,W ~lne, ~ ols:ance of 48:7 reel to :re mos~ Nort-e-ly corner
anm POINT OF BEGINNING :' the tract here~n desc-~bed,
THENCE, South 47 :egress 27 m~nuteS B! seconds East, continuing a org sa~d
53
~ 0 W. l,ne, a distance of 33[ 32 Feet to a point for the most Easterly corner
of the tract he~e,n described,
THENCE, South 44 degrees 43 m~nutes 54 seconds West, departing sa~d Soushwest
R 0 ~ 1,qe, a dis:anco of 361 ~7 feet to a point for corner,
THENCE, qorth 45 degrees 16 m~nutss ~ secords Wes%, a d~stance or 9,58 feet
~0 a ~O,r% for co~ner,
L,.IC., South 44 cegreee 43 m,nutes 54 seccncs Wes:, a d:stancs or !78 ~ feet
~0 a pOInt for corner~
THENCe. South ~0 degrees 15 m~nutes ~6 seconds Eas~, a distance c .... 1 feet
to a point for corner;
THENCE, South 44 degrees 43 m~nutes 54 seconds Wes:, a distance a~ 11~ 00 feet
to a point for corner,
THENCE, South ~l) degrees 16 minutes 86 seconds East, a dlssance or 48.76 feet
to a point for corner;
THENCE, South 89 degrees 43 minutes $4 seconds West, a distance c- 25~ 94 feet
:o a point for the most Southeast 6ou[hwest corner of the tract nare~n
dsscrlbec;
THENCE, North ~ degrees E~ minutes ~8 seconds West, a d~stance or 446 39 feet
to a poln; on the South ]1ne of said 4,9B~ acre trac=;
THENCE, North 89 degrees 17 m~nutes ~8 seconds West, along said South line, a
d~stance of 185.18 feet to a potnt on the East R O.W l~ne of sago Rldgeway
Drive, being the most Westerly Southwest corner of the tract here~n described;
THENCE, North ~ degrees ~5 m~nutas 14 seconds West, along said East R O.W.
llne, a distance of 45.~ feet to a point for corner;
THENCE, North 89 degrees 54 m~nutes 46 seconds East, departing sa~d East
R O.W. line, a d~stance of 211.74 feet to a point for corner;
THENCE, South 4E degrees ~ minutes 14 seconds East, a distance of 3~ ~ feet
to a polnc for corner;
THENCE, S¢~:h a~ degrees gE minutes !4 seconds Ess:, a distance c- Z26.~7 feet
:o a po ': for co-neT;
T~ENCE, Nc-th 44 degrees 43 minutes 54 seconds East, a distance or 290 O9 feet
to a po,-c rOT co-qer,
?HEhCE, ~or:h 45 cegrees 16 m~nutes ~6 seconds Wes:, a d~stance c- 37,gg feet
to a pc,nc For corner,
THENCE, Ncrth 44 degrees 43 m~nutes 5~ seconds East, a d~stance cf 348.46 feet
:o the PC'N? OF BEGINN:NG, contam~ng w~h~n these ~etss and boo,cs, 6.~08g
acres (~.,36g sq.are feet) of land, ~ore o' less
54
01160
Me,owen 8~'~ey, ^bstrac: Nc. 797, Oenton Court:t, Texas, be n~ a ~art of that
certain (ca~ed) 4 ~S acre trac~ deeded by Rcber~ ~len N~cholsc-, et ux, to
John Por~' on the 27=h day of May, 1966, a~d rocor=ed ~n Volume
D ¢ D R , sase be ng ou; of a certain 18.712 ac-e ~ract, as po- ~ a~ of Nasa
¢or~orat~or, ~onsul~ng ~ng~neers ,n Oenton, Texas. dated June 3, 1983, sa~d
6 43S3 ec-e tract be~rg ~ore pars,cularly describes by metes ant ;cunds as
follows:
¢oMMBN¢!N~ at the Norsnerly corner or said ~ 9~S ac-e tract, same being on the
Southwest ~ 0 ~. l~ne or interstate H~ghway No 35~ and also be -c on the East
boundary 1,ne of the J ~. Erw~n euod~v~s~on (recorced ~n Volume 3~7, Page
D.¢.DR,),
THENCE, South 39 degrees 82 m~nutes S~ seconds East, leaving sa~c
boundary i~ne of J.W, Erw~n eubd~v~s,on and along sa~d Southwes; ~ 0 W l~ne
of Inters:ate H~gbway No. 3EE, same be3ng the North boundary l~re of sa~d
4 9~ acre tract, · d~s~ance of 68.6~ feet to an angle
THENCE, South 47 degrees 27 m~nutes SO seconds East, continuing a,crg sa~d
Southwest R.O,W. l~ns, same being the North boundary l~ne of sa,o 4 9BO acre
tract, a d,stance o~ 34,2~ ~eet to a point, same be,ng the mos~ ~aetarly
corner of a certain ~.127 acre tract and also being the ps,n: of ~ntersact~on
of sa~d Southwest R.O.W. l~ne w~th she Westerly R 0 ~. l~ne of R~cgeway Or~ve
(based on a w~dth of 88.~8 ~aat);
THENCE, South 47 degrees 27 minutes ~S seconds ~ast, continuing along sa~d
Southwest R.O.W. l~ne, same being the North boundary l~ne o~ sa~c 4.9~ acre
tract, a d~ssance of 88.~8 fee% to a point of ~ntarsect~on of sa~d Southwest
R O.W. l~ns w~th the Easterly R.O.W. l~ne of R~dgeway Or~vs, same being the
most Northerly corner of a certain 0,772 acre tract (Lot 1, Block ! of the
Dunning eucd~v~ston);
THENCE, Sou~h 47 degrees 27 m~nutes 08 seconds Ess:, continuing a,ong sa~d
SoutHwest ~.O.W. line, same being ~ha North boundary l~ne o= sa~c 4.98~ acre
tract, a o stance of 2~,SS feet to the POINT OF BEgiNNING of the tract here~n
descrloe~.
T~E~CE, So. tn 47 degrees 27 m~nutes ~8 seconds East, cont,nu,ng along sa~d
Soushwes: ~ 0 W 1,ne, same being %ne North bcunoarz l~ne of sa~c ~.900 acre
tract, a c stance of 3S ~ feet to the Northeast cc--er or sa~d ~ 90~ acre
t'acs, sara be,rig a co-ret of the tract here,n des:-,bed,
THENCE, Sc.th 53 csgrees 4~ m~nu:es 2~ seconds East, cont~nu.ng a cng sa~d
Sou,hwe., ~ ~ W l~na, a o~ssance cF ~52 34 tee. :oe corner
here~n
TME~I¢E, $c.:~ 47 cegrees 27 m~nutas O~ eecords East, continuing a c~g sa~d
55
S¢~tnwest q,O.W. 11ne, a distance or 48 !7 feet to the m~st Easterly corner of
the tract Herein cater cad,
THENCE, Sc.ch 44 cegreae 43 minutes 54 seconds West, leaving sa,d Southwest
R.O ~ llne. a d,s~encs oF 348.46 Eeet to an ~nter~or corner of -he tract
harem described;
THENCE, $o~:~ 45 Degrees !5 minutes ~6 seconcs East, a d~stance cr 37.~ feet
to s coffer oP t~e tract ~ere~n described,
THENCE, South 44 degrees 43 m~nutes ~4 secords West, a d~stance c- 29~ ~ feet
to the mos: Southerly co-~er of the tract he-sin described,
THENCE, North ~ degrees 35 m~nutes !4 seconds Wes%, a distance cr ~25,~7 feet
to an interior corner o' the trac= herein described,
THENCE, North 45 degrees ~5 minutes 14 seconds West, a d~stance or 3~ ~ fee~
to an in[error cor~er c~ the tract here~n describer,
THENCE, South 89 degrees ~4 m~nutes 46 seconds West, a d~stance c 2...74 feet
to a point on the East ~ O.W. l~ne cf Rldgeway Or~ve, same being she most
Westerly Southwest corner of the tract here~ described,
THENCE, North ~ degrees ~5 m~nutes !4 seconds West, along sa~d Easterly
R.O.W. l~ns of R~dgeway Drive, a distance of 454.91 feet to the po~n~ of curve
of a curve to the right having a central angle of 42 degrees 38 s,nutes ~
seconds, a radius of 329.7! feet and a length d~stance of 245.334 rest,
THENCE, in a Northerly d~rectton, contmulng along said Easterly q O.W. 14ne
of Rldgeway Drive, following said curve to the r~ght, a length d~ssance of
2~.334 feet to a point on the arc of ea~d curve to the r~ght, sase being the
most Westerly Northwest corner of the tract herein described,
THENCE, South 71 degrees 13 m~nutee 16 seconds East, leav4ng sa~d Easterly
R,O,W. line of Etdgeway Drive and along the South boundary line of sa~d ~.772
acre tract, a distance of 144.~E feet to an ~nter~or corner of the tract
hare~n descrtb~
THENCE, Nor%h~dagrsee ~4 minutes ~7 seconds East, along the Easterly
boundary ]~n~atd ~.77Z acre trace, a d~stance or 15~.Q~ fees =o a point
=n the Sout:hwe~ q.O.~. I nm of said interstate Highway No. 3EE, same being
%he mca= Easterly corns- aF sa~d ~.772 acre trac~, and also being the POINT OF
BEGiNN?IG c= the =fac= 'e°a~n described, containing w~thm these :aces and
· bounds 6.43~ acres (25~,~5 square feet) of land, more or less
TRACT C:
Being a Crac~ or ~arca~ :' land conta n~rg 5 297! ac-es of land, s.cua~ed in
the John Mo$owan Survey. Abstact Nc 797, Oen~cn Cocnty, Texas, 5e~ng a part
of that ce-tarn (caller' 4 9~0 ac'e t-act deeded bv ~obert Glen ~.cholson et
? ~ ~ay, 19~5, ant recorded in ~a~ume 538,
~x, to Jo~ ~orte' on :-~ .7,h day o'
56
Page 538, 0 C D R., s:-e being out of a certain 18 7!2 acre tract, as per plat
of Nash Cormoratlon, C.'-sultlng Eng:neers ~n Denton, Texas, dated June 3,
lg83, sa~o S.2971 ac-e tract being more particularly desc-~bed cy metes and
mounds as rollow~'
COMMENCING at t~e Northerly come~ of sa~d 4 908 ac-e tract, same be'ng on the
Southwes% R,O,W ~ne or in:er~:a:e Highway No 35E ~n~ also be,~e on the east
boundary lme of the . W Er~n Subdivision (rece-de~ ~n Vol.,~e 337, Page
35~, D,C 2,R,),
THENCE, South 3g dog-eot ~2 minutes ~ seconds East, leawng sa c
boundary i~ne of J.W ?wm Subdivision and along sa~d Southwest ~ 0 W. l~ne
of Interstate Highway C~, same being the North bo.hoary l~ne or sa d 4
acre tract, a d~stance of 68.~ Feet to an angle point,
THENCE, South 47 degrees 27 minutes B8 second~ Eas:, cont~nu,ng along sa~d
Southwest R.O,W. l~ne, same being the North boundary l~ne of sal~ : 900 acre
tract, a distance of ~4,2~ feet to a point, same be ng the most
of ~ald ~outhwest R,O W. ]~ne with the Westerly R 0 J. l~ne of R,~geway Drive
(ba~ed On a w~th of 80 ~ feet);
THENCE, South 47 degrees 27 mlnute~ ~8 seconds East, continuing ~cng said
Southwest R,O.W, l~ne, same being the North bounda-v i~ne of sa e 4.9B~ acre
tract, a distance of 8~,~ feet to a point of ~nte-sect~on of sa~c Southwest
R.O.W. l~ne with the Eaetmrly R.O,W. l~ne of sa~d R~dgeway Dr~ve, same being
the mo~t Northerly corqer of m certain ~,772 acre trmct (Lot 1, ~lock I of the
Dunning Subdivision) as recorded ~m Cabinet "C", Pages 355 and 35~, D C P
THENCE, South 47 degrmes 27 minutes 88 seconds East. continuing along sa~d
Southwest R.O.W. ]~ne, same being the North boundary l~ne of sa~d 4.9~B acre
tract, a d~s:ance of 2~8.5~ feet [o an angle point, same being the Nor=beast
corner of said 4.g~ acre
THENCE, South 53 degrees 47 m~nu~es 25 seconds East, continuing along
Sou[hwes% R.O.W. l~ne, ~ d~s:amce of 452.34 fee: %o an angle point,
THENCE, Sou~-47 degrees 27 m~nu%es ~1 seconds [ass, continuing along said
Southwas,% R ~..~a a dls:ance of ~79.49 fee~ ~o %re POINT OF BEGINNING of
the tract h~'
THENCE, South ~ d~grmes ~7 minutes ~1 seconds East, cont~nu~rg along
Southwest R,O.W. lira a :,stance of 348.61 feet to ~ =mint for corner of the
tract hera,n
THENCE, Sc~th 24 degrees 48 minutes 43 seconds East, a d3stanca or 85.19 feet
to an inter,or come, :~ she tract ne-eln descrlbec, same being cn the West
R,O W. l:re o~ a ~ mc== road easeqe-t (recorded ir Volume 333, Page 19,
DSO R);
THENCE, South ~ deg-ees 4] mlnute~ 21 seconds Eats, along the West R.~.W.
Ime of said 5~ foot -:ac R,O W easement, a d~sta-ca of 184.~3 'eot to a
PO~qt for tqa Southeast c=rrer of cqe tract hereof ..sc,
57
T,.~C., South 89 degrees 43 alnutes 54 seconos Wes:, a d~stance of 752 29 feet
to the acs: Southwesterly corner of the Lrac: harem described,
THE4¢E, ~or:h a~ degrees L5 m3nutes a5 seconds Wes:, a distance of 4a.75 feet
Co a corner of the :~c: herein described,
THENCE, North 44 degrees 43 ainu:es 54 secants Eas:, a distance =rlIa aa feet
to an ~n:e-~or corse- er the tract herein descrlbec,
FPENCEo ~orth 00 cegrees [6 m~nuCes a5 seconds Wes:, a distance ~r !l 3l Peet
to a corner of the tract herein described,
TH.4C., North 44 degrees 43 m~nutes 54 seconds East, a distance :r !TO ~$ feet
to a corner of the tract here~n described,
THENCE, South 45 degrees 15 minutes ~ seconds East, a distance :r 9,~8
to an ~nter~or corner o- the tract here~n descrlbec,
THENCE, North 44 degrees 43 m~nute$ 54 seconcs Ease, a distance :- 35:a7 feet
to a point on the Southwest R.O.W. llne of said Ir:arstate Highway Nc
same being the POINT OF BEGINNING of the tract harem descrloed,
o.,
w~th~n these metes ant bounds 5.297! acres (23Q,744 square Fe .... or land,
more or less.
58
SO T COMP
~ven A Ad~, CFA
Apn{ 20, 1~98
Mayor and Cn~y Council
City of D~n~on
215 East McKlnney
~t~, T~ 72601
~ ~ O~tl,m~.
You ~ ~ ~ ~ ~ ~ 1~ ~ ~ ~ of Uulm~ U~ Co~ I~
I~ ~un~ (~" ~ ~ "~ a T~ ~ ~ ~ ~ wl~t ~ ~ ~e
fi~o~ ~m of~ ~ ~ ~ mla~ m ~ ~m~ ~a ~ ~t m Un~ ~
Ov) ~ ~ ~m~ ~ ~ ~ m~ ~ fl~l ~ ~ IU~ ~ ~
(v) a~uf~o~~91 ~ ~ I~ ~ ~oK W~
l~wgn~m B^~q~u~'g S~g~ 1946
59
SENT BY 4-20-98 , 3 30PM [~ ~2 ~[ ~ ~j [ ] -] ~/)40349723~ ,# 3/ t
Preddeut and Board o£ Dfreetors
'l¥1Mty River Authority
Ju~ 26, 199~
(VI) cop~es at' Invoices for five pieces at' eqmpmcn£ by IUSA for delivery
Umuxi Copper's besim~ plan is to produ~ and d~smbuto 0oppe~ wire for the comm~clal and r~deutud
~omiruct~o~ mark~ ~ lhe 41 cont~mous States w~bm the Un~J ~ Addalonally, Ihe Comp~my will
d~s~pU~ ~la/ml produ~, pwduced at ~ tooations, ~m the Dcuton, Texan facd~£y
(Inunced by a~l equ~y rattiest of IUSA Inclu~rlas IJnldas of Mcxico (IUSA) tiro parent ofUnlicd Copp~'
addilaomJly, IUSA flnanom th~ mv~lo~y and workm{{
Imuud,~i l~l'ormaison of li~ Corn{many rh~ Cx~npamy ~s currc~lly being uudakxi by Deloitte & Touch~
Ilma~ atatr~i should be compl~d by lt~ ~nd of Ap.{
For tbe purpo~ of~,s l~uli~l r~vlow and aha{yin, w~ haw ~min~i tt~ documcats describ~ al,ova and
~ We havo llat~r assumed i{~ ~ has u~ tgg~l any rnaU~ advc~s~ cha~ ,n ll~ bus,u~s
havo vi~{l~d ~ ~ fi~{{~ tn czor4~{, r~ mind haw w~
{ndmp~d~t ~ ofth~ Company Th~ op,moo ~xpress~d here,n
orhhe Coml~ny ~ F~lxuuty 28. 1~98
9om¢ oJ'lhm mmjor ~a~ors w~ have oo~midered ,n our ana{ymts am mo~ out below
I Th~ ~nl~ly wa~ ~s c~rc~l{y op~aliug m Copl~{{, i ~ as a dl~rlbutmu COmlm~y
2 [USA, tbe ~ ~c~nl~my, ~uorled to havo n.-vanu~
{~4 and { ~}6. ~vely. ~d ~{S milhon {n {h~ tim1 tuna monthm of 1997.
3 IUSA r~ to haw r~v~nu~ of ~({21 9) million m~l $28 ? m,lhon ,n 1994 m~d 1996.
.mmiu~iwly. and ~.6 md{{ou in {h~ f]~ ~ month~ of { ~'.
4 liJSA lm:~d as~t~ of~r/43 ~km m 1~)4 and $x9~0 md{~ ou :~u~utoml~r 30, ]998,
5 ~A ~~ of~ m~ll~m l~d~5 mHl~m~3~ 1~7,
7 In ~ fl~ ~ ~ 1~ Un~ ~~ a ~ ~$1~,~ ~ ~ ~$64
mHl~
6O
Pr~ldmst and Board of Directors
Trinity River Amltorlty
Juna 2~, 1~197
tho agreement. It ts cmr c~pm~on that as of Febnmty 28, 1998, th~ finanolal msotuces of the Company am
suffi~loflt to provld~ nm~ol3~bl~ asgori~lt49~ i~t ali obll~ntton9 o_Fthe tax nlmtomont agrmmnetlt wll be met.
Ih¢ opmm~ ~ fi~h m ~s ~t ~ ~l~y fi~ ~e bellcflt otto C~W and may n~ 5o relied upon in nny
manner whalsoever by any other person V~vthout prior w~ten consent Ibm letter may rmt b~ quoted m
whol~ or m pa,'t or olherwlse refi~ to m any document or other report.
Vmy ~uly yours,
I~R,qT ,qOU'I~IWES r COMPANY
Stereo A Adams, CFA
pr~pal
61
EXHIBIT
O INANCE No
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 3rd day of February, 1998, after a public heanng duly held ~n accor-
dance w~th §312 201 of the Act, the City Council passed Or&nance No 98-016 (the "Or&-
nance") estabhshmg Re~nvestment Zone No I, City of Denton, Texas as a commercial/industrial
re~nvestment zone for tax abatement (the "Zone"), as authorized by T~tle 3, Chapter 312, Sub-
chapter B of the Texas Tax Code (the "Act"), and
WHEREAS, on the 12t~ day of December, 1997, Umted Copper Industries, Inc subm~t-
ted an appheat~on for tax abatement w~th various attachments to the City concermng the contem-
plated use of eertatn property located w~thln the Zone, and
WHEREAS, the City Council finds that the contemplated use of the premmes and the
contemplated ~mprovements to the premmes, as m&cated by Umted Copper Industries, In¢ are
consmtent with encouraging the development of the Zone in accordance w~th the purposes for as
creation and are ~n comphance w~th the Denton Tax Abatement Policy, and
WHEREAS, the City Council deems It in the pubh¢ ~nterest to enter into a Tax Abate-
ment Agreement w~th Umted Copper Industries, Ine, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
~ That the fin&ngs contained ~n the preambles to thru or&nanee are true and
correct and are adopted as a part of the whole ordinance
~ That the C~ty CouncH finds and determines the following
1 That the contemplated use of the premises and the contemplated ~mprovements of the prem-
ises, as in&eated by United Copper Industries, Ine are ¢onsmtent w~th encouraging the de-
velopment of the Zone m accordance with the purposes of its creation and are ~n eomphance
w~th the Denton Tax Abatement Pohcy
2 That the City Council finds that the improvements sought by Umted Copper Industries, Inc
wtth~n 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 Umted Copper Industries, Inc
63
3 That the City Council finds that the Tax Abatement Agreement contmns 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
~ That the Mayor, or in his absence, the Mayor Pm Tern, is hereby author-
lzed 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
Umted 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
S~ECTION IV. That the Mayor, or in his absence, the Mayor Pro Tern is further author-
~zed 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 conthtions of the attached Tax Abatement Agreement prior to the tax abatement
going into effect
~ That if any section, subsection, paragraph, sentence, clause, phrase, or
word in th~s ordinance, or application thereof to any person or circumstance is held invalid by
any court of competent junsdmtion, 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 remalmng portions despite any such validity
SECTION VII. That this ordinance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED this the /¢0~/~'j day of/~'(fl,. , 1998
ATTEST
JENNIFER WALTERS, CITY SECRETARY
',PP~V~D A~S TO LEGAL FORM
ERBERT L PROUTY, CITY ATTORNEY
EXHIBIT F
U~.~IMOUS C0~$~'~' I~ LIEU OF SF~'CI~L
OF BO~D OF DIBECTOBS OF U~I'~'su COFFER I~DUSTR1ES. INC.
The ~nd~raign~dj oonstitating a~ of the member, of the Board
fore ~ effa~ ~ if ~tad ~ ~ ~ote of t~ di~et~s at
~,~-~Cu'~'s~ to be effeotlve as of t~ 10th ~ of Sept~er 1998.
CONSPIRING ~L ~'B~' ~S OF ~'~
~US~S~ IBC.
180
HONOEfl~LE TIN HODGES/COUHTY
CLEEK
On Dee 30 1998
Doe/Hum : 98-R0117559
Doo/Txpe : AGR
Eeeo~zng: 125.00
Doc/Mgmt ~ 6.00
Receipt fl.. 46298
Deputy - SHEttEY
ORDINANCE NO
AN oRDr ANCE AUTHO Z NO MAYOR TO EXECUTE AN ENDMENT 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 Orthnance No 98-247 passed on August 18, 1998, the City Council au-
thorized the Mayor to enter ~nto 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 ax years, and
WHEREAS, the Section of V(B) of thc Agreement provides that lfUmted Copper Indus-
tries, Inc (Owner) allows the core employment, w~thm the terms of this Agreement, to fall below
130, or the Owner fmls 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 conunerclal activity, the C~ty Council deems it in the public interest to ehm~nate 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 Tern, is hereby authorized
to execute an amendment to that certain Tax Abatement Agreement between the City and United
Copper, Inc to ehm~nate the above-mentmned annual payroll and employment thresholds con-
tamed in Section V(B) of the Agreement ~n 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 rT~/~ay of _~/~ ,2001
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY ',ITY ATTORNEY
BY ~ /
Page 2
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 18th 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-
tries, 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, retmn existing businesses, and to
stimulate business and commercial actlwty 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 foals to construct any structures or other improve-
ments, or fails to install any eqmpment 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 foals to maintain performance of its contractual obligations for the full period
of the contract, then th~s 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), foalure 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
~SECTION 3 That this Amendment to the Base Agreement was executed on this the
c'~ JS~ day of~, 2001 by duly authorized officials of the City of Denton
and by United Copper tfidusmes, Inc
C1TY OF DENTON, TEXAS
EULINE BROCK, MAYOR
ATTEST
JENNIFERWALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
UNITED COPPER INDUSTRIES, INC
A TEX~ ~. ORATION
T~tle ~_c..~ ~/-~ ~ r~
ATTEST'
~y ~c
Page 2
STATE OF TEXAS §
COUNTY OF DENTON §
Before me, the undersigned authority, a Notary Pubhc ~n and for smd State of Texas, on
this day personally appeared Euhne Brock, Mayor for the C~ty of Denton, known to me to be the
person who s~gned and executed the foregoing instrument, and acknowledged to me that this
strument was executed for the purposes and consideration thereto expressed
!
Glven under my hand and seal of office th~s the 6q !'~day of d~/:~, 2001
[[~ ~1~ ~j My Comrnlsalon E~ms [ No~h2y Pubhc in and for the
State of Texas
,,,,,,.,,,.,0. ti
,y omm ss on .r.
STATE OF TEXAS §
COUNTY OF DENTON §
Before me, the undersigned authority, a Notary Pubhc In and for smd State of Texas, on
this day personally appeared c H,q~t~ ~. ,4 ~,9,42~4;'~ , on behalf of United Copper Indus-
tries, Inc, known to me to be the ¢~ ,~ff4 cog Ve- of Umted Copper Indusmes, Inc ~d
to be the person who s]~ed ~d executed the foregoing ]nstment, ~d ac~owledged to me
that this instrument was executed for ~e pu~oses and consideration therein expressed
Given ~der my h ~ day of ~q ~S ~ ,2001
~ ~mCHAELS ~ ~ ,
~ ~[~ NOTARYPU~tC 0~_~/ /~ ~
~~ot~ Pubhe ~ ~d for the
State of Texas
Co ls on q
Page 3