2010-257\\codad\departments\1ega1\our documents\ordinances110\target abatement ord.doc
ORDINANCE NO. 2010-257
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A TAX ABATEMENT
AGREEMENT WITH TARGET CORPORATION; SETTING FORTH ALL THE REQUIRED
TERMS OF THE TAX ABATEMENT AGREEMENT IN ACCORDANCE WITH THE
TERMS OF CHAPTER 312 OF THE TEXAS TAX CODE; SETTING FORTH THE VARI-
OUS CONDITIONS PRECEDENT TO TARGET CORPORATION, A MINNESOTA COR-
PORATION, RECEIVING THE TAX ABATEMENT; PROVIDING FOR A SEVERABILITY
CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on the 5th day of October, 2010, after a public hearing duly held in accor-
dance with Tex. Tax Code §312.201 (the "Act"), the City Council passed Ordinance No. 2010-
g,,, (the "Ordinance") establishing Reinvestment Zone No. IX, City of Denton, Texas as a
commercial/industrial reinvestment zone for tax abatement (the "Zone"), as authorized by Title
3, Chapter 312, Subchapter B of the Act; and
WHEREAS, on the 7th day of September, 2010, Target Corporation, submitted an appli-
cation for tax abatement with various attachments to the City concerning the contemplated use of
certain property located within the Zone; and
WHEREAS, the City Council finds that the contemplated use of the premises and the
contemplated improvements to the premises, as indicated by Target Corporation, are consistent
with encouraging the development of the Zone in accordance with the purposes for its creation
and are in compliance with the Denton Tax Abatement Policy; and
WHEREAS, the City Council deems it in the public interest to enter into a Tax Abate-
ment Agreement with Target Corporation; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings contained in the preamble to this Ordinance are true and cor-
rect and are adopted as a part of the whole Ordinance.
SECTION 2. The City Council finds and determines the following:
A. The contemplated use of the premises and the contemplated improvements of the
premises, as indicated by Target Corporation are consistent with encouraging the de-
velopment of the Zone in accordance with the purposes of its creation and are in
compliance with the Denton Tax Abatement Policy.
B. The City Council finds that the improvements sought by Target Corporation within
the Zone are feasible and practical and would be a benefit to the land to be included
in the Zone and to the City after the expiration of the Tax Abatement Agreement to be
entered into with Target Corporation.
Page 1 of 3
UcodadWepartmentsUegahour documentslordinances1101target abatement ord.doc
C. The City Council finds that the Tax Abatement Agreement contains all the terms
which are mandatorily required to be included in any tax abatement agreement under
§312.205 of the Act.
D. In accordance with §312.2041 of the Act, the City Council finds that not later than the
date on which the City Council considered this ordinance, and not later than the se-
venth day before the date the City enters into a Tax Abatement Agreement with Tar-
get Corporation, that the City Manager, through the Director of Economic Develop-
ment, who are hereby designated and authorized by the City Council to give such no-
tice, delivered to the presiding officer of the Denton Independent School District and
Denton County a written notice that the City intends to enter into this Tax Abatement
Agreement with Target Corporation, and that this notice included a copy of the pro-
posed Tax Abatement Agreement in substantially the form of the Tax Abatement
Agreement attached to this ordinance.
E. Before the passage of this Ordinance, the City Council held a public hearing in accor-
dance with §312.201 of the Act and created Reinvestment Zone No. IX.
F. The City Council finds that the project within Reinvestment Zone No. IX is a redeve-
lopment of an existing business as defined in the Tax Abatement Policy and requires
additional incentives to promote economic development that generally satisfies the
requirements of the policy and the City Council hereby authorizes a tax abatement of
a maximum of 65% on the increased valuation of the Taxable Real Property im-
provements and tangible personal property as more particularly described in the Tax
Abatement Agreement attached hereto and made a part hereof by reference as Exhibit
"A" (the "Tax Abatement Agreement").
SECTION 3. The Mayor, or in his absence, the Mayor Pro Tem, is hereby authorized to
execute the Tax Abatement Agreement with Target Corporation in substantially the same form
as the Tax Abatement Agreement attached as Exhibit "A".
SECTION 4. The City Council hereby instructs and authorizes the City Manager to in-
spect, audit, and evaluate the progress of Target Corporation to determine if it has met all of the
conditions of the attached Tax Abatement Agreement prior to the tax abatement going into ef-
fect.
SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in
this ordinance, or application thereof to any person or circumstance is held invalid by any court
of competent jurisdiction, such holding shall not affect the validity of the remaining portions of
this Ordinance, the City Council of the City of Denton hereby declares that they would have
enacted such remaining portions despite any such validity.
SECTION 6. This Ordinance shall become effective immediately upon its passage and
approval.
Page 2 of 3
1\ codadWepartmentsUegahour documentslordinances1101target abatement ord.doc
PASSED AND APPROVED this the ~ dayof 4I If
MA' ,k BURROu S, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
B
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
Page 3 of 3
TAX ABATEMENT AGREEMENT
This Tax Abatement Agreement (the "Agreement") is entered into by and between the
City of Denton, Texas (the "City"), duly acting herein by and through its Mayor, and Target
Corporation, a Minnesota Corporation (the "Owner"), duly authorized to do business and in good
standing in the State of Texas, duly acting herein by and through its authorized officer.
WHEREAS, the City has adopted a resolution which provides that it elects to be eligible
to participate in tax abatement and has adopted guidelines and criteria governing tax abatement
agreements known as the Denton Tax Abatement Policy;
WHEREAS, on the 5th day of February 2008, the City Council of Denton, Texas (the
"City Council") adopted the Denton Tax Abatement Policy (the "Policy"), a copy of which is on
file in the City of Denton Economic Development Office and which is incorporated herein by
reference;
WHEREAS, the Policy constitutes appropriate "guidelines and criteria" governing tax
abatement agreements to be entered into by the City as contemplated by Section 312.002 of the
Texas Tax Code, as amended (the "Code");
WHEREAS, on the 5th day of October, 2010, the City Council passed Ordinance No.
2010-(the "Ordinance") establishing Reinvestment Zone No. IX, City of Denton, Texas, as
a commercial/industrial reinvestment zone for tax abatement (the "Zone"), as authorized by Title
3, Chapter 312, Subchapter B of the Code (the "Act");
WHEREAS, Owner will be the owner, as of the Effective Date (as hereinafter defined),
which ownership is a condition precedent, of certain real property, more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference and made a part of this
Agreement for all purposes (the "Premises") located entirely within the Zone as of the Effective
Date;
WHEREAS, on the 7"' day of September, 2010, Owner submitted an application for tax
abatement with various attachments to the City concerning the contemplated use of the Premises
(the "Application for Tax Abatement"), which is attached hereto and incorporated herein by
reference as Exhibit "B";
WHEREAS, the City Council finds that the contemplated use of the Premises, the
Contemplated Improvements (as hereinafter defined) to the Premises as set forth in this
Agreement, and the other terms hereof are consistent with encouraging development of the Zone
in accordance with the purposes for its creation and are in compliance with the Ordinance and
Policy and similar guidelines and criteria adopted by the City and all applicable law; and
WHEREAS, notice has been published in accordance with Chapter 312 of the Tax Code
and written notice that the City intends to enter into this Agreement, along with a copy of this
Agreement, has been furnished by the City, in the manner and by the time prescribed by the
Code, to the presiding officers of the governing bodies of each of the taxing units in which the
Premises is located;
NOW, THEREFORE, the City and Owner for and in consideration of the premises and
the promises contained herein do hereby contract, covenant, and agree as follows:
1.
TERMS AND CONDITIONS OF ABATEMENT
A. In consideration of and subject to the Owner meeting all the terms and conditions of
abatement set forth herein, the City hereby grants the following tax abatement ("Abatement"):
1. An abatement equal to 65% of City ad valorem taxes attributable to new
capital investments resulting in an increase of assessed value of real property
improvements and tangible personal property (excluding inventory and supplies)
located on the Premises but only if such increase is at least $5,000,000 over the
assessed value of the real property improvements and tangible personal property
(excluding inventory and supplies) located on the Premises as of January 1, 2010, for
a period of five years. As of January 1, 2010, the assessed value of the real property
improvements and tangible personal property (excluding inventory and supplies)
located on the Premises is $0, as there are no improvements or personal property
located on the Premises.
2. The Abatement will begin the first year following the year of the issuance
of a Certificate of Occupancy for the Improvements, and unless sooner terminated as
herein provided, shall end after the fifth year.
3. If the increase in assessed value is less than $40,500,000 but more than
$4,999,999 the Abatement will be reduced by the percent decrease that the reduction
bears to the contemplated $40,500,000 increase of assessed value. For example,
should the increase in assessed value be $20,250,000 dollars the Abatement will be
50% of Abatement the Owner would have received. If such increase in assessed
value is equal to or less than $4,999,999, there will be no Abatement.
B. A condition of the Abatement is that, by December 31, 2013 (subject to force majeure), a
capital investment which will result in an increase in the assessed values contemplated by
Section I.A.1 be made to the Premises. For the purposes of this paragraph, the term "force
majeure" shall mean any circumstance or any condition beyond the control of Owner, as set forth
in Section XXI "Force Majeure" which makes it impossible to meet the above-mentioned
thresholds.
C. The term "capital investment" is defined as the construction, renovation and
equipping of the Improvements on the Premises (the "Contemplated Improvements" or
"Improvements") to include (1) costs related to the development and improvement of the real
estate, including, without limitation, construction costs and design and engineering costs; (2)
tangible personal property located on or at the Contemplated Improvements by Owner, excluding
inventory and supplies. The kind and location of the Contemplated Improvements is more
particularly described in the Application for Tax Abatement.
D. Two conditions of the Abatement are that: (i) the Contemplated Improvements be
constructed substantially in accordance with the description of the project set forth in the
Application for Tax Abatement; and (ii) the Premises will be used, operated and maintained
substantially in accordance with the description of the project set forth in the Application for Tax
Abatement throughout the five year period commencing upon the issuance of a Certificate of
Occupancy for the Improvements, provided, however, that Owner shall not be deemed in default
of the foregoing condition in the event Owner is undertaking renovations or other construction
work within the Premises that prevent Owner from using, operating or maintaining applicable
portions of the Premises for a period of time that does not exceed 365 consecutive days.
E. The City shall have the right to terminate the Abatement if the Owner is in default
of the condition described in clause ID above. In the event of such termination, the Owner shall
refund to the City all previous tax abatements and all tax abatements for future years shall be
terminated.
F. Owner agrees to comply with all the terms and conditions set forth in this
Agreement.
II.
FAILURE TO MEET CONDITIONS
A. In the event that (i) the conditions in paragraphs I(B) through I(G) are not met; or (ii)
Owner allows its ad valorem real property taxes with respect to the Premises or Improvements,
or its ad valorem taxes with respect to any tangible personal property, if any, owned by the
Owner which is located in the Improvements, owed the City to become delinquent and fails to
timely and properly follow the legal procedures for protest and/or contest of any such ad valorem
real property or tangible personal property taxes; or (iii) Owner fails to perform any other
obligation of Owner under this Agreement, then a "Condition Failure" shall be deemed to have
occurred. It is understood that a Condition Failure shall not be deemed to occur merely because
at a particular time it cannot be determined whether such condition will be met, but shall occur
only if at a particular time it can be definitively determined that such condition will not be met.
In the event that a Condition Failure occurs, the City shall give Owner written notice of such
Condition Failure, and if the Condition Failure has not been cured or satisfied within ninety (90)
days of said written notice, the Abatement shall be terminated with respect to the year in which
notice of the Condition Failure is given and all future years; provided, however, that if such
Condition Failure is not reasonably susceptible of cure or satisfaction within such ninety (90) day
period, and Owner has commenced and is pursuing the cure or satisfaction of same; then, after
first advising City Council of efforts to cure or satisfy same, Owner may utilize an additional
ninety (90) days. Time in addition to the foregoing 180 days may be authorized by the City
Council. It is understood that the Abatement with respect to any year prior to the year in which
notice of the Condition Failure is given shall not be forfeited or recaptured except as indicated
under Section II.B hereof. Notwithstanding any provision in this Agreement to the contrary,
Owner shall refund to the City all tax abatements previously received with interest for the year in
which the notice of Condition Failure is given.
B. If, however, the Owner fails to construct any structures or other improvements, or fails to
install any equipment or other tangible personal property within the Premises by December 31,
2013 or if the value of the Improvements falls below the minimum $5,000,000 threshold during
the term of the Abatement, then this Agreement may be terminated by the City. In such event,
Owner shall refund to the City all tax abatements previously granted and received under this
Agreement with interest on the amount to be refunded at six percent (6%) per annum.
C. In the event of a Condition Failure by Owner which is not cured or satisfied as set forth
herein, in addition to a partial or total recapture of the tax abatement, the City may cancel or
modify this Agreement.
III.
RECORDS AND EVALUATION OF PROJECT
A. The Owner shall provide access and authorize inspection of the Premises by City
employees and allow sufficient inspection of financial information to insure that the
Improvements are constructed and the thresholds are met according to the specifications and
conditions of this Agreement. Such inspections shall be done in a way that will not interfere
with Owner's business operations or subject Owner to liability for violation of any applicable
privacy laws. City shall annually (or at such other times deemed appropriate by the City
evaluate the Project to ensure compliance with this Agreement). If requested by the City in
writing, Owner shall provide to the City an inventory listing the kind, number, and location of
and the total value of all Improvements to the Premises, including, without limitation, the value
of all structures and all tangible personal property installed or located in the Premises.
B. Each year during the Term of the Abatement, the City shall contact the Appraisal District
and obtain the Appraisal District's report of the assessed valuation for the Premises and
Improvements (a "District Report"). The City also may request in writing that the Owner
provide Owner's calculations and supporting information regarding whether and to what extent
the conditions set forth in Article I have been satisfied (an "Owner's Report"). The City
Manager will utilize the applicable District Report and Owner's Report to verify whether and to
what extent the conditions set forth in Article I have been satisfied. If the City Manager
determines that the assessed valuation is less than $40,500,000, the City Manager will calculate
the deficiency and advise Owner in writing of that deficiency and the proportion of the
Abatement that Owner has earned and will receive, pursuant to Section IA3. If Owner disagrees
with the City Manager's calculations, Owner shall have the right to promptly notify City in
writing and provide contrary supporting information, in which case Owner and City will
cooperate to determine whether and to what extent the City's original calculations should be
corrected. The City Manager also shall notify Owner and the City Council in writing of such
final determinations.
C. During normal office hours throughout the Term of this Agreement, providing reasonable
written notice is given to Owner, the City shall have access to the Premises by City employees
for the purpose of inspecting the Premises and the Improvements to ensure that the
Improvements are being constructed in accordance with the specifications and conditions of this
Agreement and to verify that the conditions of this Agreement are being complied with, provided
that such inspection shall not interfere with Owner's normal business operations.
IV.
GENERAL PROVISIONS
A. The City has determined that it has adopted guidelines and criteria governing tax
abatement agreements for the City to allow it to enter into this Agreement containing the terms
set forth herein.
B. The City has determined that procedures followed by the City conform to the
requirements of the Code and the Policy, and have been and will be undertaken in coordination
with Owner's corporate, public employee, and business relations requirements.
C. The Premises are not in an improvement project financed by tax increment bonds.
D. Neither the Premises nor any of the Improvements covered by this Agreement are owned
or leased by any member of the City Council, any member of the City Planning and Zoning
Commission of the City, or any member of the governing body of any taxing units joining in or
adopting this Agreement.
E. In the event of any conflict between the City zoning ordinances, or other City ordinances
or regulations, and this Agreement, such ordinances or regulations shall control.
V.
EFFECT OF SALE, ASSIGNMENT, OR LEASE OF PROPERTY
A. The Abatement shall vest in Owner and shall be assignable, with City approval, which
shall not be unreasonably withheld, to any individual, partnership, joint venture, corporation,
trust or other entity (irrespective of whether or not such assignee is related to or affiliated with
Owner) which acquires title to the Premises. Any assignee of Owner or any assignee of a direct
or indirect assignee of Owner shall be treated as "Owner" under this Agreement. No assignment
shall require the consent of City if the assignment is to a wholly-owned subsidiary of the Owner
or if, following such assignment, the Owner continues to occupy and operate the Contemplated
Improvements for the full Term of this Agreement.
VI.
NOTICE
All notices called for or required by this Agreement shall be addressed to the following,
or such other party or address as either party designated in writing, by certified mail postage
prepare, by hand delivery or via facsimile:
OWNER:
Target Corporation
Public Partnerships
Attention: Joe Dean
1000 Nicollet Mall
TPN-12152
Minneapolis, MN 55403
Fax No. (612) 761-3735
WITH A COPY TO:
Danielle Meltzer Cassel, Esq.
Vedder Price, PC
222 North LaSalle Street, Suite 2600
Chicago, IL 60601
Fax No. (312) 609-5005
CITY:
George C. Campbell, City Manager
City of Denton
215 East McKinney
Denton, Texas 76201
Fax No. 940.349.8596
VII.
CITY COUNCIL AUTHORIZATION
This Agreement was authorized by the City Council by passage of an enabling ordinance
at its meeting on the 5th day of October, 2010, authorizing the Mayor to execute this Agreement
on behalf of the City, a copy of which is attached hereto and incorporated herein by reference as
Exhibit "C".
VIII.
BOARD OF DIRECTORS AUTHORIZATION
This Agreement was entered into by Owner, pursuant to authority granted by the Board
of Directors of Owner, as authorized by corporate resolution to execute this Agreement on behalf
of Owner; a certificate evidencing such resolution and consent is attached hereto and
incorporated herein as Exhibit "D" as if written word for word herein.
IX.
SEVERABIILTY
In the event any section, subsection, paragraph, sentence, phrase or word is held invalid,
illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and
shall be read as if the parties intended at all times to delete said invalid section, subsection,
paragraph, sentence, phrase, or word. In the event that (i) the term of the Abatement with respect
to any property is longer than allowed by law, or (ii) the Abatement applies to a broader
classification of property than is allowed by law, then the Abatement shall be valid with respect
to the classification of property abated hereunder, and the portion of the term, that is allowed by
law.
X.
ESTOPPEL CERTIFICATE
Any party hereto may request an estoppel certificate from the other party hereto so long
as the certificate is requested in connection with a bona fide business purpose. The certificate,
which if requested will be addressed to the Owner, shall include, but not necessarily be limited
to, statements that this Agreement is in full force and effect without default (or if default exists
the nature of default and curative action, which should be undertaken to cure same), the
remaining term of this Agreement, the levels and remaining term of the Abatement in effect, and
such other matters reasonably requested by the party(ies) to receive the certificates.
XI.
OWNER STANDING
Owner, as a party to this Agreement, shall be deemed a proper and necessary party in any
litigation questioning or challenging the validity of this Agreement or any of the underlying
ordinances, resolutions, or City Council actions authorizing same and Owner shall be entitled to
intervene in said litigation.
XII.
APPLICABLE LAW
This Agreement shall be construed under the laws of the State of Texas and is fully
performable in Denton County, Texas. Venue for any action under this Agreement shall be in
Denton County, Texas.
XIII.
RECORDATION OF AGREEMENT
A certified copy of this Agreement in recordable form shall be recorded in the Deed
Records of Denton County, Texas. Following the fifth anniversary of the issuance of the
Certificate of Occupancy for the Improvements, either City or Owner may record a release of the
foregoing so that it no longer appears on title to the Premises or Improvements.
XIV.
MUTUAL ASSISTANCE
City and Owner agree to do all things reasonably necessary or appropriate to carry out the
terms and provisions of this Agreement and to aid and assist each other in carrying out such
terms and provisions. Owner and City agree at any time, and from time to time, to execute any
and all documents reasonably requested by the other parry to carry out the intent of this
Agreement.
XV.
ENTIRE AGREEMENT
This instrument with the attached exhibits contains the entire agreement between the
parties with respect to the transaction contemplated in this Agreement.
XVI.
BINDING
This Agreement shall be binding on the parties and the respective successors, assigns,
and heirs; provided, however, no partner, member, shareholder, officer, director, trustee,
beneficiary, employee, agent, contractor or consultant of Owner (disclosed or undisclosed) shall
have any personal liability to City or any successor in interest to City with respect to the subject
matter of this Agreement.
XVII.
COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
XVIII.
SECTION AND OTHER HEADINGS
Section or other headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
XIX.
NO JOINT VENTURE
Nothing contained in this Agreement is intended by the parties to create a partnership or
joint venture between the parties, and any implication to the contrary is hereby disavowed.
XX.
AMENDMENT
This Agreement may be modified by the parties hereto to include other provisions which
could have originally been included in this Agreement or to delete provisions that were not
originally necessary to this Agreement pursuant to the procedures set forth in Title 3, Chapter
312 of the Code.
XXI.
FORCE MAJEURE
If, because of flood, fire, explosions, civil disturbances, strikes, war, acts of God, or other causes
beyond the control of either Party, either Party is not able to perform any or all of its obligations
under this Agreement, then the respective Party's obligations hereunder shall be suspended
during such period but for no longer than such period of time when the party is unable to
perform.
XXII.
NON-SHAREHOLDER CONTRIBUTIONS TO CAPITAL
The City hereby designates the Abatement and each portion thereof, as non-shareholder
contributions to capital of Owner pursuant to Section 118 of the Internal Revenue Code of 1986
(and successor provisions thereto) and intends the Abatement and each portion thereof to be a
reimbursement for land and/or building costs incurred by Owner.
This Agreement is executed to be effective 60 days after the executed date of the 5th day
of October, 2010, (the "Effective Date") by duly authorized officials of the City and Owner.
ATTEST:
JhNNIVhK WALIhKN, l;ll Y Nr,UFhIAKY
B ((V//111///°°°
AP OVED A TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY
TARGET CORPORATION,
a Minnesota Corporation
BY: f/04~
NAME: Scott on
TITLE: Senior Vice President, Real Estate
ATTEST:
BY:
STATE OF TEXAS
COUNTY OF DENTON
Before me, the undersigned authority, a Notary Public in and for said State of Texas, on
this day personally appeared Mark Burroughs, Mayor for the City of Denton, known to me to be
the person who signed and executed the foregoing instrument, and acknowledged to me that this
instrument was executed for the purposes and consideration therein expressed.
Given under my hand and seal of office this the 2n day of 2010.
J E E RICHARDSON D
~~Y POO ; AN.
Notary Public, State of Texas
My Commissi 2013 ires Notary Public in and for the
June 27, State of Texas
My Commission Expires: '7 2a/9
STATE OF MINNESOTA
COUNTY OF HENNEPIN
Before me, the undersigned, Scott Nelson, on behalf of Target Corporation, known to me
to be Senior Vice President, Real Estate, and to be the person who signed and executed the
foregoing instrument, and acknowledged to me that this instrument was executed for the
purposes and consideration therein expressed.
Given under my hand and seal of office this the __LL day of October, 2010
Notary Public in and for the
State of Minnesota
My Commission Expires: c... / 01 a
CHRISTOPHER D. LEE
£ NOTARY PUBLIC - MINNESOTA
MY COMMISSION
EXPIRES JAN. 31, 2013
DerToro U.go _L din g
DESGR/PTioN OF PROPERTY SURVEYED
DE=IPTICK of o 4x441 ode tract .of lend situated In the "e t Chown/ng SUrwJ4 Abstract No, .286. Denton County,, 7exo$ sold tract
being part of Mat certain tract of land desm*8d as Seotfon q 7inct 1 in 4volal Wavronty Deed to Rayrar InwstmentA Ltd recorded. M
Volume 1786, Pays 601 of the Deed Records of Denton Coanty Texas; said 44441 acre tract being Moro pats ulady desaked as follows:
COMMENCING at o cut h concrete found In the east d0f-cf-way /Ms of Corby Road (a variable width right--of-way), sold point
being the northwest caner of Lot 1, Block A, Cobh Road Business Pak, Phass = on oddltJpi to .the Clty of Denton, Texas aecord/ng.to
the plot recorded h Cabinet Y, Page 639 of Me* Plot Records of Denton County, rwwav
THENCE North 00 degrees, 03 minute; 03 seconds West; dong the sold coat /he of Corbfi Road, a distance of 95.00 toot to a 11'2-Inds
Non rod with PACHECO KOCH' cap set for comer at the POINT OF BEGINNING;
7H&1VtX along the sold cost line of Corbin Roa4 the fo8owhg two (2) cdW
North 00 degreeq 03 mhutea 03 seconds West a dhrtonce of 67.7,41 "t.-to a 112--lndr km rod with PACHECO KOCN' abp.aat
for an aughe point;
North 00 dogmas,' 14 minutes, 22 records West, -a distance of 1,272.7f feet to a 1/2-Inch fan rod with pA(JM KOAY' crop' set
far caner at the south l~ and of a right-of-way comer d{o of the hterseotian of the sold east lore of Corbin Road and the south
right-of--way this of F.M. 1515 (Airport Road) (a 95 foot wide right-of-way),
THENCE, North 45 degrees, 13 mfnuteq, 51 seconds East, along sold corner dip, o distance of 2805 feet to 'a 112-Inch Non rod with
PACHECO KOCH' coo set for coma,;
THMV04 South 89 degrees, 17 mhufes, 55 seconds East drag the said south Pis of F.M. 1515, a dlstonce of tf6764 feet to a
112-lnah I'm and with PACHECO KOW mp set for comer at Nee west dud of a.rtght-of-way corner d(p at the Interaectkn. of the. sold
south pne of FiV. 1515 and the wart right-of-wary Una of Dakota Lone;
TNENC& South 44 degrees 17 mbhufm 56 secards East along sold comer do, a distance of 2&28 feet to a 1/g-inch Non rod with
PACHECO KOCH' cap set far comm
7KENC& South 00 degroeav, 42 minufeg 04 seconds West along the sold weet -line of Dakota Lane, a distance of 170.84 "t to a
11`2-Inch bran rod with PACR£CO KWr amp set for come
7hVC& South 89 degrees, 45 mfnuteg J8 seconds West departing the sold wadf the of Dakota Lone, a distance of 154134 feet to a
112-inch iron rod with PACH= KOCH' cap set for corner,
THENC& Seath 00 degrees, 14 minutes, 22 seconds East a distance of 1,786.91 feet to a 112-inch Non rod with PACHECO KOCH' cap
set for caner,
VMC& KwM 89 degreog 53 ,mkwfez~ 21 seconds West a distance of 7J.372 Met to a 112-ina h !roar rod with PACHECO KOCH' cap set
for caner at the bsghnhg of a tangent curve to the r/gh$
MC& In a northwaestedy d6votlon, along sold curve to the Aght having'a central cng/r of 11 degreeq 42 minutrg. 57 second; a rodlua
of 400.00- feet a chord bearing and distance of North 84 degree; Of minutes, 53 seconds Host 81.65 fort on are d/etaace of 81.79 f ref
to a 112-hdh h= rod ft PACHECO KOCH' cap set of the end of sold curve and tin beginning of a reverse curve to the left'
THENCE, h a nathweetafy dNactAv, along said curve to the left hosing a central angte of. 11 degrow, 42 mhuteg 57 seconds o radius
of 800.00 feet a chord bearing and distance of North 84 degrees. Of mhutca, raj seconds Host 163.30 feet an are distance of 16.358
feet to a 1/2-inch bvn rod with PACHECO KOCIr coo set at the end of sold curvW
MENC$ North 89 degrees; raj m1huts4 21- seamda West a distance of 75,00 feet to the POINT OF BEGmING
CONTAINING 2,110,106 square feet or 48.441 acres or fend more or ksa
Exhibit A
=r . '
City of Denton
Tax Abatement Application
City of Denton
Department of Economic Development
Denton, Texas 76201
(940) 349-7776
(940) 349-8596 FAX
www.citvofdenton, coin
Linda, RatLff citvofdenton com
Page 11 of 20
APPLICATION FOR TAX ABATEMENT
CITY OF DENTON, TEXAS
Property Owner Target Corporation
Con'Pany orpr*j tl4 me Target Corporation
Mailing Address 1000 Nicollet Mall
TPN-12152
Minneapolis, MN 56403
TelcPhoae 612-761-5776 F2xNo. 512-751-3735
Website www.target.com
Contact Name Joe Dean
Title Manager, Public Partnerships
Mailing Address 1000 Nlcollet Mali
TPN-12152
Minneapolis, MN 55403
i etepnone 612-761-5776 Fax No- 612-761-3735
>✓matr A.aaress joe.dean@target.com -
Provide a chronology of plant openings, closing and relocations over the past 15 years.
Target Corporation is a Fortune 50 company with 27 Regional Distribution Centers, 4 Food
Distribution Centers (Denton will be the 5th), 4 Target.com Fulfillment Centers, 4 Import Warehouses,
and more than 1700 stores in 49 states. Only one distribution center has closed and it was located
in Little Rock, AR. It closed in 2009.
Provide a record ofinergas and ffnaneW xesltuctut ng dining the past 15 Years.
In 1998, Target Corporation acquired The Associated Merchandising Corporation and Rivertown
Trading Company_ In 2004, the Marshall Fleld's and Mervyn's stores were sold to The May
Department Store Company.
4. Will the occupants
prgieet 08 owner or lessee? If lessee, are occupancy coran]ittuents already
Owner.
5. Is the project a relocation of existing facility or a new facility to expand operations? U relocation, give
current location.
Not a relocation.
Page 12 of 20
6. 11 an existing Denton business, will project result in abandonment of existing facility? If so, the value of the
existing facility will be subtracted from the value of the new facility to arrive at total project value.
Project does not involve an existing Benton business.
7. Property Description.
Attach a copy of the legal description detailing property's metes and bounds.
• Attach map of project including an ro
adways, land ase and zoning within 300 fret of site.
See attached.
8. Current Value. Attach copy of latest property tax statement from the Denton County Central Appraisal
District (include both real and personal property).
Not Available
9. Increased Value/Esthnated Total Cost of Project.
Structures
$ 54,000,000
rwSVUiu rrDperry
46,500,000
Site Develoament 't
Other Immovemenm
1.i,vvV,VVV
10. Indicate amount of tax abatement and nwnber of years requested for each taxing entity
City ofDcnto" 100 1 years
75 % 4 years
Denton County 40 'Yo 7 Years
List any other fmancie1 incentives ibis project will request(receive
Estimated Freeport Exemption
Estimated Electrio Ut" W Industrial Develo 82, 751 /year
ptnent Rider S 335,880
)3stitnated Water/Wastewatw Infrast<nctcue Assistance a _
11. Give a brief description of the activities to be performed at this locatio
n, including a description ofprodiucts to
be produced and/or services to be provided.
This newly constructed facility will serve as Target Corporati on's perishable food distribution center
for the southern United States. The distribution footprint will mainly cover Texas but a portion of
the goods will be shipped outside of Texas to bordering states. Packaged goods will be brought to
the facility by truck. Once unloaded the goods will be sorted, Inventoried and then stored based
on their delivery schedule. When the product is ready to be shipped, trucks will be loaded and then
carry the goods to various Target stores for retail sale. Truck trips both incoming and outgoing will
occur 24 hours a day. There will not be any production or processing of food at the facility.
Page 13 of 20
12. Project Construction Phase
A
Construction Estimate percer"ge of project development and construction dollars to be spent with Denton
coats $ based contractors or sub-contractors.
$40,200,000 Percentage local contractors 60 %
B.
• Water Describe any off-site infrestrutare requirements:
Relocation of hydrants and water line along Corbin Rd.
• wastewater
Sanitary Sewer Main Connection
N s -
Airport Road - put in a left turn lane. Corbin Road - widen. Dakota Lane Improvements.
Drainage
Storm drainage under Corbin Rd. will need modification due to widening.
0 Other
Page 14 of 20
13. Project Operation Phase. Provide employmat information for the number ofyears tax abatement is
requested.
At Project
Existing
.Start Date
Employment Information
Operation
(mofyr)
7Abatemant
Cif applicable)
4 / 2013
A Total number of permanent, M-time jobs
N/A
118
128
B, Employees tmwfetred from outside Denton
N/A
0
0
C. Net permanent full-time jobs (A. minus B.)
N/A
118
E. Total annual payroll fbr all permanent
fell-time
,
jobs (A)
N/A
$5,234,870
$6,404,746
F. Types of jobs created, List the job titles and number of positions in each category tbat will be employed
m the facility. Provide average wage for each category.
See Attached
G. Estimate annual utility triage for project.
Eiectrio 15,604,120 kWh Water
• 6,080,250 gPd
vranewartr 6,023,250 9p, Gas
- 8,000 Therms MW
14. Describe any other direct benefits to the City ofNnton as a result of this project (e.g., sales taxrevenue or
15.
project elements identified in Tax Abatement Policy, Section IIl).
This project will substantially increase both real and personal property tax revenue for the City of Denton. In
addition, employees will be performing all their duties within the city thus purchasing goods and adding to the local
sales tax coffers. During construct€ori an est. 275 jobs will be created w. roughly 60% being local contractors.
is property aanea appropriately? I ✓ J Yes No
Current"n-'n& IC-G, Industrial Center General
Zoning required for proposed project.
Anticipated variances,
None anticipated.
Page 15 of20
16. Is property Platted? V Yes
No
Will replatting be necessary Yes Na
17. Discuss any environmental impacts created by the project
A- List any permits for which applicant must apply, Applicant will be r
egltired to provide City with copies
of all applications for environmental permits upon completion of application(s).
Building Permit, Grading Permit, SWPPP Permit, TXDOT Permit, CORPS of Engineers Permit,
and Subcontractor specific permits such as plumbing, electrical, mechanical, etc. No environmental
permits to submit at this time.
B. Provide record of compliance to all environmental regulations fur the past five years.
Not applicable.
IS. Provide specific detail of any businesseskesidents that will be displaced and assistance that will be available
from the requesting company.
No businesses or residents will be displaced.
19. Provide description of any historic aQy sfgaificant area fachrde I within the project's area as det~ormitred by#$e
Elistorie preservation Officer. If any, give detail of how the historically siga4ffcant area will be preserved
Site is not within a historically significant area.
20. Justification for Tax Abatement Request; Substantiate and more fully dmerlbe the justification for this
request. Include the amount of the abaterneerrt requested and show how it will contribute to the financial
viability of the project. Submit attachments if necessary.
Target undertook an extensive site selection process before deciding on Denton, TX for its southern
food distribution center. The site In Denton requires off-site infrastructure improvements to
accommodate this facility. Those improvements fisted above in 912B are estimated to cost $1,316,500.
Due to the current economic climate and the additional costs of the site, Target is requesting a property tax
abatement that will at minimum offset the various Improvements needed.
21. List additional abatement tictors to be considered for this project as outlined on pages 3 and 4 of tare Tax
Abatement Policy,
Target's food distribution center is a significant economic development project for the City of Denton.
It will employ many professional positions with an above average pay scale, providing the residents
of Denton with a new career opportunity.
Page 16 of 20
22. Financial Information: Attach a copy of the latest audited financial statement or, in the case of a new project,
a business plan. See attached.
23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please
identify type and provide a brief description)?
None at this time.
24. Applicants seeking LM certification must complete the Green Building Application for Tax Abatement
(Exhibit B ofthe policy).
Not seeking LEER certification.
This tax abatement application is submitted with the acknowtedgement that additional certified financial information
may be required
Autho fDate: l~ /7 : l o
Page 17 of 20
Uodad\departmentsUegahour documentAordinances\10\target abatement ord.doc
ORDINANCE NO. 2010-257
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A TAX ABATEMENT
AGREEMENT WITH TARGET CORPORATION; SETTING FORTH ALL THE REQUIRED
TERMS OF THE TAX ABATEMENT AGREEMENT IN ACCORDANCE WITH THE
TERMS OF CHAPTER 312 OF THE TEXAS TAX CODE; SETTING FORTH THE VARI-
OUS CONDITIONS PRECEDENT TO TARGET CORPORATION, A MINNESOTA COR-
PORATION, RECEIVING THE TAX ABATEMENT; PROVIDING FOR A SEVERABILITY
CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on the 5th day of October, 2010, after a public hearing duly held in accor-
dance with Tex. Tax Code §312.201 (the "Act"), the City Council passed Ordinance No. 2010-
(the "Ordinance") establishing Reinvestment Zone No. IX, City of Denton, Texas as a
commercial/industrial reinvestment zone for tax abatement (the "Zone"), as authorized by Title
3, Chapter 312, Subchapter B of the Act; and
WHEREAS, on the 7th day of September, 2010, Target Corporation, submitted an appli-
cation for tax abatement with various attachments to the City concerning the contemplated use of
certain property located within the Zone; and
WHEREAS, the City Council finds that the contemplated use of the premises and the
contemplated improvements to the premises, as indicated by Target Corporation, are consistent
with encouraging the development of the Zone in accordance with the purposes for its creation
and are in compliance with the Denton Tax Abatement Policy; and
WHEREAS, the City Council deems it in the public interest to enter into a Tax Abate-
ment Agreement with Target Corporation; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings contained in the preamble to this Ordinance are true and cor-
rect and are adopted as a part of the whole Ordinance.
SECTION 2. The City Council finds and determines the following:
A. The contemplated use of the premises and the contemplated improvements of the
premises, as indicated by Target Corporation are consistent with encouraging the de-
velopment of the Zone in accordance with the purposes of its creation and are in
compliance with the Denton Tax Abatement Policy.
B. The City Council finds that the improvements sought by Target Corporation within
the Zone are feasible and practical and would be a benefit to the land to be included
in the Zone and to the City after the expiration of the Tax Abatement Agreement to be
entered into with Target Corporation.
ZxhJb?~ L
Page 1 of 3
\\codad\departments\1ega1\our documentAordinancesU target abatement ord. doe
C. The City Council finds that the Tax Abatement Agreement contains all the terms
which are mandatorily required to be included in any tax abatement agreement under
§312.205 of the Act.
D. In accordance with §312.2041 of the Act, the City Council finds that not later than the
date on which the City Council considered this ordinance, and not later than the se-
venth day before the date the City enters into a Tax Abatement Agreement with Tar-
get Corporation, that the City Manager, through the Director of Economic Develop-
ment, who are hereby designated and authorized by the City Council to give such no-
tice, delivered to the presiding officer of the Denton Independent School District and
Denton County a written notice that the City intends to enter into this Tax Abatement
Agreement with Target Corporation, and that this notice included a copy of the pro-
posed Tax Abatement Agreement in substantially the form of the Tax Abatement
Agreement attached to this ordinance.
E. Before the passage of this Ordinance, the City Council held a public hearing in accor-
dance with §312.201 of the Act and created Reinvestment Zone No. IX.
F. The City Council finds that the project within Reinvestment Zone No. IX is a redeve-
lopment of an existing business as defined in the Tax Abatement Policy and requires
additional incentives to promote economic development that generally satisfies the
requirements of the policy and the City Council hereby authorizes a tax abatement of
a maximum of 65% on the increased valuation of the Taxable Real Property im-
provements and tangible personal property as more particularly described in the Tax
Abatement Agreement attached hereto and made a part hereof by reference as Exhibit
"A" (the "Tax Abatement Agreement").
SECTION 3. The Mayor, or in his absence, the Mayor Pro Tem, is hereby authorized to
execute the Tax Abatement Agreement with Target Corporation in substantially the same form
as the Tax Abatement Agreement attached as Exhibit "A".
SECTION 4. The City Council hereby instructs and authorizes the City Manager to in-
spect, audit, and evaluate the progress of Target Corporation to determine if it has met all of the
conditions of the attached Tax Abatement Agreement prior to the tax abatement going into ef-
fect.
SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in
this ordinance, or application thereof to any person or circumstance is held invalid by any court
of competent jurisdiction, such holding shall not affect the validity of the remaining portions of
this Ordinance, the City Council of the City of Denton hereby declares that they would have
enacted such remaining portions despite any such validity.
SECTION 6. This Ordinance shall become effective immediately upon its passage and
approval.
Page 2 of 3
\\codad\departments\legal\our documentAordinancesU target abatement ord.doc
&PASSED AND APPROVED this the ~ dayof ATTEST:
JENNIFER WALTERS, CITY SECRETARY
B
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: /
v
Page 3 of 3
TARGET CORPORATION
CERTIFICATION BY ASSISTANT SECRETARY
(Delegation; Execution of Instruments)
I, the undersigned, hereby certify that:
1) I am the duly elected Assistant Secretary of Target Corporation, a corporation formed
under the laws of the State of Minnesota (the ,Corporation"), and that, as such, I am
authorized to execute this Certificate on behalf of the Corporation.
2) That the following is a true and correct excerpt from the Bylaws of the Corporation
and that as of the date hereof the same remains in full force and effect-
Section 3.10. Delegation; Execution of Instruments
(a) Unless prohibited by the Board, an officer may, without the
approval of the Board, delegate some or all of the duties and powers of his or
her office to other persons.
(b) All contracts, deeds, mortgages, notes, checks, conveyances, releases
of mortgages and other imstruznents shall be signed on behalf of the corporation
by the Chief Executive Officer, the President, the Chief Financial Officer, the
Treasurer, or any Vice President, or by such other person or persons pursuant to
delegated authority or as may be designated or authorized from time to time by
the Board or by the Chief Executive Officer.
3) Attached hereto as Exhibit A is a true and correct copy of a Certificate of Delegation
duly executed by John D. Griffith, the duly elected Executive Vice President,
Property Development of the Corporation, and such Certificate has not been
amended, modified or rescinded and is currently in full force and effect.
4) Attached hereto as Exhibit B is a true and correct copy of a Certificate of Delegation
duly executed by Scott Nelson, the duly elected Senior Vice President, Real Estate of
the Corporation, and such Certificate has not been amended, modified or rescinded
and is currently in full force and effect.
S) John Griffith is the duly elected, qualified and incumbent Executive Vice President,
Property Development of the Corporation and is currently employed by the
Corporation.
6) Scott Nelson is the duly elected, qualified and incumbent Senior Vice President, Real
Estate of the Corporation and is currently employed by the Corporation.
7) Each Authorized Signatory identified on Exhibit B is currently employed by the
Corporation.
Document # 951133v2
Exhibit D
IN WITNESS WHEREOF, I have executed this Certificate the 'ag day of
w ,20I[a .
TARGET CORPORATION
By: .
Terri 1 5'
Assistant Se et y
ACKNOWLEDGEMENT
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
Terri Simard, known by me personally to be the Assistant Secretary of Target Corporation,
a Minnesota corporation, on behalf of the Corporation, acknowledged the foregoing instrument
before me on this _2± day of e~w►~/", 20Q.
Notary Public:
My Commission Expires: T6• , o t 3
Notary Seal:
F•9TgF CHRISTOPHER D. LEE
NOTARY PUBLIC • MINNESOTA
MY';OMMISSION
XPIRES JAN. 31, 2013
Document # 951133v2
EXHIBIT A
TARGET CORPORATION
CERTIFICATE Or DELEGATION
Real Estate - Stores and Corporate Real Estate
I, John D. Griffith, Executive Vice President, Property Development of Target Corporation,
a Minnesota corporation, being authorized and empowered to do so pursuant to the By-haws of the
Corporation, do hereby designate SCOTT NELSON, as an authorized signatory of Target
Corporation (hereinafter referred to as the "Corporation), effective as of the date of execution
hereon, and hereby delegate to said authorized signatory the power and authority to fully bind the
Corporation, and to negotiate, ;,Hake, enter into, execute, deliver and attest on behalf of the
Corporation any and all contracts, agreements and other documents and instruments made by or
entered into on behalf of the Corporation, including, but not limited to, deeds, mortgages, notes,
conveyances, Iand• purchase contracts, options, real and personal property leases and subleases,
assignments, easements and other agreements conveying or receiving an interest in land,
maintenance contracts, management contracts, construction agreements, reciprocal easement
agreements, waivers, consents, bonds, guaranties, licenses and permits (and applications :for same),
and other instruments, and to take such action as he deems necessary, advisable or convenient to
execute and deliver such contracts, agreements and other instruments on behalf of the Corporation.
The authorized signatory may delegate some or all of his power and authority to perform and
cant' out the duties and responsibilities contemplated by this action to such other person or persons
with such limits and conditions as he, in his sole discretion, may impose, provided that such
delegation is in writing. The delegation of any such duties and responsibilities by the authorized
signatory shall in no way diminish the authorized signatory's right to exercise the power and
authority granted hereby.
A copy of this certificate accompanied by a certificate of the Secretary or Assistant Secretary
of the Corporation shall constitute all the evidence necessary to indicate and substantiate the due
power and authority of said authorized signatory to perform the tasks contemplated by this action.
The power and authority granted hereby shall continue in full force and effect until revoked or
canceled either by action of the Corporation or the undersigned, or immediately upon cessation of
the authorized signatory's employment by the Corporation. Notwithstanding the revocation,
cancellation or cessation of the power and authority granted in this certificate, any delegation made
by the authorized signatory pursuant to this certificate shall continue in full force and effect until
revolted or canceled either by action of the Corporation or the undersigned.
Dated effective as of the day of )2010.
TARGET CORPORATION
By,
Document u: 1002078 Vcniou:v 1
ACKNI OWLEDG.EN11E\iT
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
John D. Griffith, known by me personally to be the Executive Vice President, Property
Development of Target Corporation, a Minnesota corporation, on behalf of the Corporation,
acknowledged the foregoing instrument before ine this day of
, ?010.
Notary Public:
My Commission Expires: 1/ 3 ( /O-0 45
Notary Seal:
DEANNA OLSON
NOTARY PUBLIC- MINNESO
W OMISSION CU(PIR S M -2015
VVV/VW1nNv~
Document 1003078 Veision:vl
EXHIBIT B
TARGET CORPORATION
CERTIFICATE OF DELEGATION
REAL ESTATE - STORES
I, Scott Nelson, Senior Vice President, Real Estate of Target Corporation, a Minnesota
corporation, being authorized and empowered to do so pursuant to the By-Laws of Target
Corporation, do hereby revoke that certain Certificate of Sub-Delegation dated December 4,
2009, and do hereby delegate to each of JOAN AHRENS, JANE BORDEN, CHRIS CASE
and DIETRICH HAAR, each as an "Authorized Signatory" of Target Corporation including its
Target Stores division (hereinafter referred to collectively as the "Corporation"), effective as of
the date of execution hereof, the power and authority to fully bind the Corporation and to make,
execute, deliver and attest on behalf of the Corporation any and all contracts, agreements and
other documents made by or entered into on behalf of the Corporation, including, but not limited
to, deeds, mortgages, notes, conveyances, land purchase contracts, options, real and personal
property leases and subleases, assignments, easements and other agreements conveying or
receiving an interest in land, maintenance contracts, management contracts, construction
agreements,, reciprocal easement agreements, waivers, consents; bonds, guaranties, licenses and
permits (and applications for same), and other instruments; and to take such action as each and
any of there deem necessary, advisable or convenient to execute and deliver such contracts,
agreements and other instruments on behalf of the Corporation. Each and any such Authorized
Signatory is directed to do and perform any and all other acts and duties necessary or incidental
to the perforn-lance and execution of the power and responsibility herein expressly granted. A
copy of this certificate accompanied by a certificate by the Secretary or Assistant Secretary of the
Corporation shall constitute all the evidence necessary to indicate and substantiate the due power
and authority of each said Authorized Signatory to perform such tasks. The authority granted
hereby shall continue in full force and effect as to each Authorized Signatory until revoked. or
cancelled by action of the Corporation or the undersigned, or immediately upon cessation of the
Authorized Signatory's employment by the Corporation.
Dated effective as of the ' day of _Ma., 2010.
TARGET CORPORATION, a Minnesota corporation
By:
Sco lson
Senior Vice President, Real Estate
Document 4. 942372Y4
ACKNOWLEDGEMENT
STATE OF MINNESOTA )
ss. .
COUNTY OF HENNEPIN )
Scott Nelson, known by me personally to be the Senior Vice President, Real Estate of
Target Corporation, a Muinesota corporation, on behalf of the Corporation, acknowledged the
foregoing instrument before me this IS day of , 2010,
DEMNAOLSON Notary Public
Notary Se NOTARY PU9l1G M)jgNeSOrA
• MYCMMSDNOPRI59 1.312016
My Commission Expires: 11311Q-010.)
Document f: 942372v4
tANI 11 H
TARGET CORPORATION
CERTIFICATE OF DELEGATION
I, Gregg W. Steinhafel, Chief Executive Officer of Target Corporation, a Minnesota
corporation, being authorized and empowered to do so pursuant to Section 6.01 of the By-Laws
of the Corporation, do hereby delegate to SCOTT NELSON and TERRI SIMARD, as
Authorized Signatories of Target Corporation including its Target Stores division (hereinafter
referred to collectively as the "Corporation), effective as of the date of execution, hereon, the
authority to fully bind the Corporation, and to make, execute, deliver and attest on behalf of the
Corporation any and all contracts, agreements and other documents made by or entered into on
behalf of the Corporation, including, but not limited to, deeds, mortgages, notes, conveyances,
assignments, management contracts, maintenance contracts, land purchase agreements, license
agreements, construction agreements, reciprocal easement agreements, options, waivers,
consents, real property and personal properly leases and sub-leases, bonds, guaranties, licenses
and permits, and applications for same, and other instruments, and to take such other action as
each and any of them deem necessary, advisable or convenient to execute and deliver such
contracts, agreements or other instruments on behalf of the Corporation.
Any such Authorized Signatory may delegate their authority and power to such other person or
persons as they may designate in writing.
A certificate of the Secretary or Assistant Secretary of the Corporation shall constitute all the
evidence necessary to indicate and substantiate the due authority of said Authorized Signatories
to perform the tasks contemplated by this action. The authority granted hereby shall continue in
full force and effect until revoked or canceled either by action of the Corporation or the
undersigned, or immediately upon cessation of the Authorized Signatories' employment by the
Corporation.
Dated effective as of the 1st day of May 2008.
TARGET CORPORATION
(A Minnesota Corporation)
W "I-n/
By:
Gregg W. Steiahafel
Chief Executive Officer
Document#:488396 Version:vl
ACKNOWLEDGEMENT
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
Gregg W. Steinhafel, known by me personally to be the Chief Executive Officer of Target
Corporation, a Minnesota corporation, on behalf of the Corporation, acknowledged the foregoing
instrument before me this I" day of May 2008.
Notary Public:
My Commission Expires:f ,
Notary Sea] : pavto >LD
41 N
OTA
NOTARY PUSES
MycwomiWon3RZ011
.
Document k: 488396 Versiort-M
TARGET CORPORATION
CERTIFICATE OF SUB-DELEGATION
REAL ESTATE - CORPORATE
I, Scott Nelson, Senior Vice President - Real Estate, of Target Corporation, a Minnesota
dorporation (hereinafter referred to as the "Corporation"), "being authorized and empowered to
do so pursuant to the By-Laws of the corporation, do hereby revoke that certain Certificate of
Sub-Delegation dated May 6, 2009, and do hereby delegate to DAVE MARQUIS, as an
"Authorized Signatory" of the corporation, effective as of the date of execution hereof, the power
and authority to fully bind the Corporation and to make, execute, deliver and attest on behalf of
the Corporation any and all contracts, agreements and other documents made by or entered into
on behalf of the Corporation, including, but not limited to, deeds, mortgages, notes, conveyances,
land purchase contracts, options, real and personal property leases and subleases, assignments,
casements and other agreements conveying or receiving an interest in land, maintenance contracts,
management contracts, construction agreements, reciprocal easement agreements, waivers,
consents, bonds, guaranties, licenses and permits (and applications for same), and other
instruments, and to take such action as he deems necessary, advisable or convenient to execute
and deliver such contracts, agreements and other instruments on behalf of the Corporation. Such
Authorized Signatory is directed to do and perform any and all other acts and duties necessary or
incidental to the performance and execution of the power and responsibility herein expressly
granted. A copy of this certificate accompanied by a certificate by the Secretary or Assistant
Secretary of the Corporation shall constitute all the evidence necessary to indicate and
substantiate the due power and authority of said Authorized Signatory to perfonn such tasks.
The authority granted hereby shall continue in full force and effect as to the Authorized Signatory
until revolted or cancelled by action of the Corporation or the undersigned, or immediately upon
cessation of the Authorized Signatory's employment by the Corporation.
Dated effective as of the day of December, 2009.
TARGET CORPORATION, a Minnesota corporation
By.,
-4LWa-w-
scot Ison
Senior ce Iresident - Real Estate
ACKNOWLEDGEMENT
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPTN )
Scott Nelson,-known by me personally to be the Senior Vice President - F~eal Estate of
Target Corporation, a Minnesota corporation, on behalf of the Corporation, acknWedged the
foregoing instrument before me this ~ day ofDecember, 2009.
Notary Public
Notarv 5 1:
JESSICA L. BROICH
NOTAl2YpUS,-~C.HNNESOTA
MY CCre MISSIC)N
f Z r F-:XPIROw JAN. 31, 2013
My Commission Expires: f tom"`
Dcxwttems f.'Y'Y
EXHIB11 U
TARGET CORPORATION
CERTIFICATE OF SUB-DELEGATION
I, Terri Simard, Vice President - Law of Target Corporation, a Minnesota corporation,
being authorized and empowered to do so pursuant to a Certificate of Delegation dated May 1,
2008, do hereby delegate to JOE NUNEZ, as Authorized Signatory of Target Corporation
including its Target Stores division (hereinafter referred to collectively as the "Corporation),
effective as of the date of execution hereon, the authority to fully bind the Corporation, and to
make, execute, deliver and attest on behalf of the Corporation any and all contracts, agreements
and other documents made by or entered into on behalf of the Corporation, including, but not
limited to, deeds, mortgages, notes, conveyances, assignments, management contracts,
maintenance contracts, land purchase agreements, license agreements, construction agreements,
reciprocal easement agreements, options, waivers, consents, real property and personal property
leases and sub-leases, bonds, guaranties, licenses and permits, and applications for same, and
other instruments, and to take such other action as each and any of them deem necessary,
advisable or convenient to execute and deliver such contracts, agreements or other instruments
on behalf of the Corporation. A certificate of the Secretary or Assistant Secretary of the
Corporation shall constitute all the evidence necessary to indicate and substantiate the due
authority of said Authorized Signatory to perform the tasks contemplated by this action. The
authority granted hereby shall continue in full force and effect until revoked or canceled either by
action of the Corporation or the undersigned, or immediately upon cessation of the Authorized
Signatory's employment by the Corporation.
Effective as of the I day of T 2008.
TARGET CORPORATION
(A Minnesota Corporation)
V_
By:
Vice President -
Document N: 498393 Version:Y1
ACKNOWLEDGEMENT
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN }
Terri Simaxd, known by me personally to be the Vice President Law of Target
Corporation, a Minnesota corporation, on behalf of the Corporation, acknowledged the foregoing
instrument befoKe me this `Y'' day of No~kA- 2008.
Notary Public: 1LO~uw
My Comr6ission Expires: ~3 1 c~a I U
Notary Seal: _ „
DEANNA OL•SON
NOTARY PUBLIC-MINNESOTA
All Coex*W ftin1 J". 31, adt0
r ~
Document#:500071 Versionwi