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2011-2451\codadldepartmentsllegal\our documentslordinances1111labinal 380 ord.doc ORDINANCE NO. 2011-245 AN ORDINANCE ESTABLISHING AN ECONOMIC DEVELOPMENT PROGRAM UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF PUBLIC MONEY TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY 1N THE CITY OF DENTON; APPROVING AN ECONOMIC DEVELOPMENT PROGRAM GR.ANT AGREEMENT WITH LABINAL, INC. SETTING FORTH THE VARIOUS CONDITIONS PRECEDENT TO LABINAL, INC. RECEIVING THE PROGRAM GRANT; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. W�IEREAS, Labinal, Inc. �`Grante�� has made a request of the City of Denton to establish an economic development program under Chapter 380 of the Texas Local Government �`Chapter 380� to stimulate the development of commercial property within the City of Denton; and WHEREAS, the City Council by this ordinance is establishing an economic development program under Chapter 380 which will stimulate business activity in the City and promote the public interest (the"Prograr�3�; and WHEREAS, to effectuate the Program, the City and Grantee have negotiated an Economic Development Grant Agreement (the"Agreemenf�, a copy of which is attached hereto and made a part hereof by reference; and WHEREAS, the City Council finds that the Program and Agreement promote economic development and will stimulate commercial activity within the City of Denton for the benefit of the public; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this Ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement on behalf of the City of Denton and to carry out the Cit�s responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the � day of , 2011. MARK A. B U S, MAYOR s:\legallour documentslordinancesU lUabina1380 ord.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY � � ��//L" BY: %. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY �---�. BY: - � Page 2 ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH LABINAL, INC. This Economic Development Program Grant Agreement ("Agreement") is made and entered into as of the effective date provided for below, by LABINAL, INC. (the "Grantee"), a Delaware corparation, and the CITY OF DENTON (the "City"), a Texas municipal corporation, for the purposes and considerations stated below: WHEREAS, this Agreement is authorized by and made pursuant to the economic development program provisions of Chapter 380 of the Texas Local Government Code (the "Act") to promote local economic development and to stimulate business and coinmercial activity in the City of Denton; and WHEREAS, Grantee is contemplating the development of that certain real property located within the city limits of the City as more particularly described in Exhibit "A" attached hereto and made a part hereof by reference (the "Property"); and WHEREAS, on the 26th day of October, 2011, Grantee submitted an application for economic development incentives with various attachments to the City concerning the contemplated use and development of the Property, which is on file in the City's Office of Economic Development, a copy of which is attached hereto and made a part hereof by reference as Exhibit "B" (the "Application for Economic Developrnent Incentives"); and WHEREAS, the City Council finds that the contemplated use and development of the Property, the proposed improvements provided for herein and the other terms and conditions of this Agreement will promote economic development and will stimulate development activity within the City of Denton for the benefit of the public; NOW, THEREFORE, the City and Grantee for and in consideration of the Property and the promises contained herein do hereby contract, covenant and agree as follows: I. CONDITIONS OF THE GRANT A. In consideration of a Grant Agreement and subject to the Grantee meeting all the terms and conditions of the Grant as set forth herein, the City hereby grants the following: A Grant equal to 50% of City ad valorem taxes attributable to Improvements (as the term "Improvements" is defined below) resulting in an increase of assessed value (excluding land value), as determined by the Denton Central Appraisal District, of real property improvements to and tangible personal property (excluding inventory and supplies) located on the Property but only if such increase is at least $5,000,000 over the assessed value, as detern�ined by the Denton Central Appraisal District, of the Property (excluding land) and tangible personal property (excluding inventory and supplies) located on the Property as of January 1, 2011, which is $2,553,360, for a period of three years coinmencing the first year following receipt by Grantee of the certificate of occupancy (the "CO") for the Property. If such increase in assessed value, as determined by the Denton Central Appraisal District, is less than $5,000,000 there will be no Grant payment. B. A condition of the Grant is that, by December 31, 2012 (subject to force majeure delays not to exceed 180 days), Grantee shall have made Improvements on or to the Property, which result in an increase in the assessed values, as determined by the Denton Cenh-al Appraisal District, as contemplated by Section LA.1. For the purposes of this paragraph, the term "force majeure" shall mean any circumstance or any condition beyond the control of Grantee, as set forth in Section XIV "Force Majeure" which makes it impossible to meet the above-mentioned thresholds or time restraints. C. The terms "Improvements or Contemplated Improvements" are defined as the construction, renovation and equipping of the Property including but not limited to (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 Property owned or controlled by Grantee, excluding inventory and supplies. The kind and location of the Contemplated Improvements is more particularly described in the Application for Grant. D. A condition of the Grant is that the Contemplated Improvements be constructed and the Property be used substantially in accordance with the description of the project set forth in the Application for the Grant. E. A condition of the Grant is that throughout the term of the Grant, the Contemplated Improvements shall be operated and maintained for the purposes set forth herein so that the use of the Property shall be consistent with the general purpose of encouraging development or redevelopment of the City except as otherwise authorized or modified by this Agreement. G. The City shall have the right to terminate the Grant if the Grantee does not occupy the Contemplated Improvements continuously for the term of the Grant for the purposes set forth in the Grant Application. In the event of such termination the Grantee shall refund to the City fifty percent of all previous Grant payments, and all Grant payments for future years shall be terminated. H. Grantee agrees to comply with all the terms and conditions set forth in this Agreement. 2 II. GENERAL PROVISION A. 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, provided however the City shall not diminish the benefits to the Grantee under this Agreement through ordinances or regulations (whether now or hereafter in effect). III. TERMS AND CONDITIONS OF GRANT A. Subject to the terms and conditions of this Agreement, the City hereby agrees to pay to Grantee, on an annual basis, after the first assessrnent following receipt by Grantee of the certificate of occupancy for the Property, an amount equal to 50% of the difference between; (a) the then current City ad valorem taxes for the Property and the Improvements, minus, (b) City ad valorem taxes payable for the Property and the Irnprovements as of January 1, 2011, which is $2,553,360, (with the resulting payments known as the "Annual Payrnents"), such Annual Payments to be subject to the terms and conditions provided in this Agreement. B. Grantee shall have the right to protest and contest any or all appraisals or assessments by the Denton County Appraisal District for the Property, the Improvements or any other tangible personal property owned or controlled by Grantee and located on the Property. All calculations in this Agreement shall be based upon final assessed values after any such protest or contest. C. The Annual Payments shall be for a term not to exceed three (3) years with the first payment being due and payable on or before 60 days after the City is in receipt of all City ad valorem t�es due and payable for the Property and Improvements as of January 1 S' of the year following the calendar year in which a certificate of occupancy is issued by the City for the Property (the "Beginning Date"), and, unless sooner terminated as herein provided, shall end after the third Annual Payment. All subsequent Annual Payments shall be due and payable on or before 60 days after the City is in receipt of all ad valorein taxes due and payable for the Property and Improvements as of January 1 for the respective subsequent years. IV. RECORDS, AUDITS, AND EVALUATION OF PROJECT A. Grantee shall provide access and authorize inspection of the Property by authorized City employees and allow sufficient inspection of financial information to insure that the Improvements are made and the threshold has been rnet according to the specifications and conditions of this Agreement. Such inspections shall be done in a way that will not interfere with Grantee's business operations. The City shall, on an annual basis, evaluate the Project to ensure compliance with this Agreement. Grantee shall provide information to the City on a form provided by the City for the evaluation. The 3 information shall include, without limitation, an inventory listing the kind, number, and location of and the total investment value of all improvements to the property, including the value of all buildings and other structures and permanent improvements installed, renovated, repaired or located on the Property. V. FAILURE TO MEET CONDITIONS In the event (i) Grantee or the Owner of the Property allow their ad valorem real property taxes owed to the City with respect to the Property or Building, or ad valorem taxes owed to the City with respect to any tangible personal property owned or controlled by the Grantee and which are located on the Property to become delinquent and fails to timely and properly follow the legal procedures for protest and/or contest of any such ad valorein real property or tangible personal property taxes; or, (ii) any other material conditions of this Agreement are not substantially met, including the Grant Conditions, 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 determined that such condition will not be met after notice and reasonable opporiunity by Grantee to cure such failure. In the event that a Condition Failure occurs, the City shall give Grantee 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, this Agreement may be terminated by the City; provided, however, that if such Condition Failure is not reasonably susceptible of cure or satisfaction within such ninety (90) day period and Grantee has cornmenced and is pursuing the cure or satisfaction of same, then after first advising the City of efforts to cure or satisfy same, Grantee may utilize such additional time as may be reasonably required to cure such Condition Failure, but not less than ninety (90) days nor more than one hundred eighty (180) days. Time in addition to the foregoing may be authorized by the City Council, If a Condition Failure is not cured or satisfied after the expiration of the applicable notice and cure or satisfaction periods ("Condition Failure Default"), as City's sole and exclusive remedy, the Annual Payment shall be terminated with respect to the year in which notice of the Condition Failure is given and for all future years, and Grantee, Inc. shall repay to the City an amount equal to fifty percent of all previous Grant payments made to Grantee; and thereafter no repayment is required. VI. ASSIGNMENT This Agreement and Grantee's rights and obligations hereunder inay not be assigned without prior notice to the City, unless such notice is prohibited by contract or applicable law in which case notice shall be provided as soon as allowable. In the event that Grantee ceases to manufacture on the Property, this Agreement shall teiminate and all obligations of the City, as set forth herein, shall tenninate and be of no further force and effect. 0 VII. NOTICE All notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designated in writing, by certified mail postage prepaid or by hand delivery: If to LABINAL, INC.: Daisy Thomas Finance Controller 3790 Russell Newman Blvd. Denton, TX 76209 CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 With a copy to: Safran USA, Inc. 2850 Safran Dr. Grand Prairie, TX 75052 Attn: General Counsel VIII. CITY COUNCIL AUTHORIZATION T's Agree�nent is authorized by the City Council at its meeting on the � day of ��1%�, '�. 2011, authorizing the City Manager to execute this Agreement on behalf of the City. IX. BOARD OF DIRECTORS AUTHORIZATION Labinal, Inc. represents that this Agreement is entered into by Labinal, Inc. pursuant to authority granted by its Board of Directors. A certificate of the Secretary of Labinal, Inc., supporting this representation, is attached hereto and made a part hereof as Exhibit C. X. SEVERABIILTY In the event any section, subsection, paragraph, sentence, or phrase 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, illegal or unconstitutional provision. 5 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 Labinal, Inc., 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 Annual Payments in effect, and such other inatters reasonably requested by the party(ies) to receive the certificates. XII. LABINAL, 1NC. STANDING Grantee, 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 Grantee. shall be entitled to intervene in said litigation. XIII. APPLICABLE LAW This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the appropriate court serving Denton County, Texas. This Agreement is fully performable in Denton County, Texas. XIV. 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 XV. AMENDMENT This Agreement is the entire agreement of the parties and may only be modified by a written instrument executed by both parties. 0 XVI. EFFECTIVE DATE �� ?�/ This Agreement is effective as of the� day of ��-�a��> 2011. CITY OF DENTON, AS By: George C. Campbell City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY i � _ �� :.� �� APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY BY: � LABINAL, INC. BY� � ark G. Melmck 7 Secretary ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF DENTON The foregoing E onomic Development Program Agreement was executed before me on the�day of � , 2011 by George C, Campbell, City Manager of the City of Denton, Texas, a Texas inunicipal corporation, on behalf of said municipal corporation. � � , .�� ' �� ,p�!'I� . ;;� �,;n,, JANE E RICHARDSON ame: �%R'it'le �-�iChGWC,�Sc�Yl =+;.� '�• Notary Public, State of Texas � ;,;�;�:�; My Commission Expires Notary Public in and for the :;rE�;.E;: June 27, 2013 ��,� „�� State of Texas STATE OF TEXAS ,•1► • ::::►1 The foregoing Economic Development Program Agreement was executed before me on the 22"d day of November, 2011 by Mark G. elnick, Secretary of Labinal, Inc., a Delaware corporation, on behalf of said corporation. r� 1 C� �� fl �� „��,,, Name: I�nG �TPhSC��I .*"r'�5;; DONNq SORENSEN �' �� '' °'� Notary Pu61ic, 5tate of Texas Notary Public in and for the �, fi•,`A�� My Commission Expires State of Texas ,�, �� April 16, 2014 : Exhibit "A" PROPERTY DESCRIPTION EXHIBIT A — PROPERTY DESCRIPTION FIELD NOTES TRACT I, BLOCK B 3.189 ACRES BEING all that certain lot, tract, or parcel of land situated in the M. E. P. and P. R. R. Company Survey Abstract Number 927 in the City of Denton, Denton County, Texas, being a part of that certain tract of land conveyed by deed from Denton County Texas to Martino Realty Limited Partnership recorded under pocument Number 2005-143880, Real Properly Records, Denton County, Texas and being more particularly described as follows: BEGINNING at an iron rod found for corner in the north line of Russell Newman Boulevard, a public roadway having a right-of-way of 60.0 feet, said point being the southeast corner of Lot 1, Block A of Russell Newman Addition, an addition to the City of Denton, Denton County, Texas according to the plat thereof recorded in Cabinet K, Page 200, Plat Records, Denton County, Texas; THENCE N 00° 40' 37" E, 350.99 feet with the east line of said Russell Newman Addition to a concrete monument found for corner, said point being the southeast corner of that certain tract of land conveyed by deed from Bill Utter to the United States of America recorded in Volume 458, Page 645, Deed Records, Denton County Texas, to an iron rod found for corner; THENCE N 00° 31' 43" E, 346.04 feet with the east line of said U. S. A. tract to an iron rod found for corner, said point being the southwest corner of that certain tract of land conveyed by deed from Jimmie D. Bickley to Martino Realty Limited Partnership recorded under pocument Number 2006-39542, Real Properly Records, Denton County, Texas THENCE S 88° 53' 39" E, 199.55 feet with the south line of said Martino tract recorded under pocument Number 2006-39542, to an iron rod set for corner; THENCE S 00° 33' 56" W, 695.15 feet to an iron rod set for corner in said north line of said Russell Newman Boulevard; THENCE N 89° 26' 04" W, 200.00 feet with said north line of said Russell Newman Boulevard to the PLACE OF BEGINNING and containing 3.189 acres of land. AND LOT 1, BLOCK B 13.91 ACRES BEGINNING at an iron rod found at the SW corner of said tract and the NW corner of Lot C, Greater Denton Industries Subdivision, an addition to the City of Denton, Texas, according to the plat thereof recorded in Cabinet B, Page 6, Plat of Records of Denton County, Texas, said point being in the E right-of-way of Loop 288 (120° right-of-way); THENCE N 01° 32' 24" E, with said 48.742 acre tract and the E right-of-way of Loop 288, a distance of 439.94 feet to a'/2 inch iron rod set at the southwest corner of Lot 1, Block A of Russell-Newman Addition, an addition to the City of Denton, Texas, according to the plat thereof recorded in Cabinet K, Page 200, Plat Records of Denton County, Texas: THENCE S 89° 26' 04" E, with the south line of Lot 1, Block A, and a north line of said 48.742 acre tract, a distance of 881.64 feet to a'h inch iron rod set at the southwest corner of said Lot 1, Block A; THENCE S 89° 26' 04" E, a distance of 656.11 feet to a'/2 inch iron rod set for corner; THENCE with a curve to the left having a central angle of 28° 34' 18", a radius of 270.00 feet, a chord of N 76° 16' 47" E 133.25 feet, an arc length of 134.64 feet to a'/z inch iron rod set for corner; THENCE N 61 ° 59' 38" E, a distance of 168.31 feet to a'/z inch iron rod set for corner; THENCE with a curve to the right having a central angle of 28° 34' 18" E, a radius of 330.00 feet, a chord of N 76° 16' 47" E 162.86 feet, an arc length of 164.56 feet to a'/z inch iron rod set for corner; THENCE S 89° 26' 04" E, a distance of 130.95 feet to a'/Z inch iron rod set for corner; THENCE N 02° 07' 34" E, a radius of 532.00 feet to a'/2 inch iron rod set on the northernmost line of said 48.742 acre tract; THENCE S 88° 53' 39" E, with a north line of said 48.742 acre tract, a distance of 45.01 feet, to a'/z inch iron pin set at the northernmost northeast corner of said 48.7.42 acre tract in Mayhill Road; THENCE S 02° 07' 34" W, with the east line of said 48.742 acre tract in Mayhill Road, a distance of 1123.87 feet to an iron pin found at the SE corner of said 48.742 acre tract; THENCE N 89° 29' 11" W, with a south line of said 48.742 acre tract, a distance of 45.02 feet to a a'/Z inch iron rod set for corner; THENCE N 02° 07' 34" E, a distance of 532.31 feet to a'/z inch iron rod set for corner; THENCE N 89° 26' 04" W, a distance of 129.32 feet to a%Z inch iron rod set for corner.; THENCE with a curve to the left having a central angle of 28° 34' 18" E, a radius of 270.00 feet, a chord of s 76° 16' 47" W 133.25 feet, an arc length of 134.64 feet to a �/Z inch iron rod set for corner; THENCE S 61 ° 59' 38" W, a distance of 158.31 feet to a'/z inch iron rod set for corner; THENCE with a curve to the right having a central angle of 28° 34' 18" , a radius of 330.00 feet, a chord of S 76° 16' 47" W 162.86 feet, an arc length of 164.56 feet to a'/2 inch iron rod set for corner; THENCE N 89° 26' 04" W, a distance of 416.77 feet to a'/2 inch iron rod set for corner; THENCE S 00° 33' 56" W, a distance of 379.43 feet to a'h inch iron rod set for corner on the south line of said 48.742 acre tract and the north line of a tract deeded to Edward Blasingame recorded in Volume 520, Page 449, Deed Records of Denton County, Texas; THENCE N 89° 29' 11" W, with the south line of said 48.742 acre tract and the north line of said Blasingame tract, a distance of 80.00 feet to an iron pin found at the northeast corner of. Lot B, Greater Denton Industries Subdivision recorded in Volume 16, Page 10, Plat Records, Denton County, Texas; THENCE N 89° 27' 20" W, with a south line of said 48.742 acre tract and the north line of said Greater Denton Industries Subdivision, a distance of 1058.47 feet to the PLACE OF BEGINNING and containing all 13.91 acres of land. FIELD NOTES TRACT II, BLOCK A 2.065 ACRES BEING all that certain lot, tract, or parcel of land situated in the M. E. P. and P. R. R. Company Survey Abstract Number 927 in the City of Denton, Denton County, Texas, being a part of that certain tract of land conveyed by deed from Denton County Texas to Martino Realty Limited Partnership recorded under pocument Number 2005-143880, Real Property Records, Denton County, Texas and being more particularly described as follows BEGINNING at an iron rod found for corner in the south line of Russell Newman Boulevard, a public roadway having a right-of-way of 60.0 feet and in the east line of Blake Street, a public roadway having a 60.0 foot right-of-way; THENCE S 89° 26' 04" E, 346.24 feet with said south line of said Russell Newman Boulevard to an iron rod set for corner; THENCE S 00° 33' 56" W, 105.95 feet to an iron rod set for corner; THENCE S 48° 28' 57" W, 408.00 feet to an iron rod set for corner; THENCE N 89° 29' 12" W, 43.44 feet to an iron rod set for corner in said east line of said Blake Street; THENCE N 00° 33' S7" E, 379.43 feet with said east line of said Blake Street to the PLACE OF BEGINNING and containing 2.065 acres of land, for a total area of approximately 19.164 acres. 2010 Tax Abatement Policy EXHIBIT B �±;;�k-l� i:�[''�' <•� � Ci of Denton tY Tax Abatement A lication pp City of Denton Department of Economic Development Denton, Texas 76201 (940) 349-7776 (940) 349-8596 FAX www.citvofdenton.com Linda. Ratliff(�a,cityofdenton. com 2010 Tax Abatement Policy APPLICATION FOR TAX ABATEMENT CITY OF DENTON, TEXAS 1. Property Owner Company or Project Name Mailing Address 2. 3. 4. 5 The Martino Group Project NEOS (Labinal, Inc.) 3790 Russell Newman Blvd Denton, TX 76208 Telephone Fax No. Website www.labinal.com Contact Name Title Mailing Address Kevin Pearson Project Manager 7701 S. Stemmons, Suite 220 Corinth, TX 76210 Telephone 940-270-5550 Fax No. 940-270-5712 Email Address kevin,pearson@us.labinal.com Provide a chronology of plant openings, closing and relocations over the past 15 years. Please see attachment, Provide a record of inergers and financial restructuring during the past 15 years. Atl acquisitions tue outlined in c�uestion 2. Tt'more detuil is reyuired, LaUinul can provide upon request. Will the occupants of the project be owner or lessee? If lessee, are occupancy commihnents already existing? Lessee. An agreement with coi�tingencies exists. Is the project a relocation of existing facility or a new facility to expand operations? If relocation, give current location. '1'his project is a relocalion �f the com�lny's headquarYe�s and a manuficfuring site from C.orinth,l'X. Page 2 of 10 2010 Tax Abatement Policy 6, If an existing Denton business, will project result in abandonment of existing facility7 If so, the value of the existing facility will be subtracted from the value of the new facility to anive at total project value. N/A 7. Property Description. Uocuments Attached. - Attach a copy of the legal description detailing property's metes and bounds. - Attach map of project including al] roadways, land use and zoning within 500 feet of site. 8. Current Value. Attach copy of latest property tax statement from the Denton County Central Appraisal District (include both real and personal property). $2,970,81 S 9. Increased Value/Estimated Total Cost of Project. Stntctures $0 Site Development $5,300,000 Personal Property $5,197,671 I Other Improvements $500,000 10. Indicate percent of tax abatement and number of years requested. Percent Requested 70°/a Yeazs Requested 5 List any other financial incentives this project wil] requesdreceive Estimated Freeport Exemption Estimated Electric Utility Industrial Development Rider Estimated Water/Wastewater Infrastructure Assistance $�)70,00O $7O0,00O $0 11. Give a brief description of the activities to be performed at this location, including a description of products to be produced and/ot services to be provided. Please see attachment. Page 3 of 10 2010 Tax Abatement Policy 12. Describe any off-site infrastructure requirements: • Water: None • Wastewater: None • Streets: Improving a portion oPthe [tussell Newman Blvd to meet city standards. Addition of ft lwn lane on Mayhill Rd. • Drainage: None • Other: Tr1ffic light parricipation on Russell Nev�nnan at Loop 288 and at Mayhill Rd 13. Project Operation Phase. Provide employment information for the number of years tax abatement is requested. At Project Existing Start Date At Term of Employment Information Operation (mo/yr) Abatement (if applicable) 10/2012 A. Total number ofpermanent, full-timejobs 712 733 *See 13F B. Employees transfened from outside Denton 712 733 C. Net permanent full-time jobs (A, minus B.) 0 0 E. Total annual payroll for all permanent, ful]-time $29,817,$84 $31,474,193 jobs (A.) F. Types of jobs created. List the job titles and number ofpositions in each category that will be employed at the facility. Provide average wage for each category. The px•ojcet has been designed to be uble to imn�ediately accoirunodatc hiring up to 120 additiona] employees for any new Uusiness Labinal receives. The ave��age annual salury for L.aUinal at the project start will Ue $42,938.87. G. Indicate the number of shifts the proiect will onerate 3 shifts Page 4 of 10 2010 Tax Abatement Policy H. Estimate annual utility usage for project: Estimlted $494,000 expected annual utilities costs Electric kWh Water gpd Wastewater gpd I Gas mcf 14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax revenue or project elements identified in Tax Abatement Policy, Section III). Please see attachment. 15. Is property zoned appropriately7 Yes X No Current zoning. EC; I Zoning required for proposed project. BC;-I Anticipated variances. Noue 16. Is property platted? Yes X No Will replatting be necessary Yes No X 17. Discuss any snvironmental impacts created by the project. A. List any permits for which applicant must apply. Applicant will be required to provide City with copies of al] applications for environmental permits upon completion of application(s). Stoimwater B. Provide record of compliance to all environmental regulations for the past five years. Labinal maintains an active permit with the st�lte of Texas. Thc peimit ID nutnber is TXROSY793 18. Provide specific detail of any businesses/residents that will be displaced and assistance that will be available from the requesting company. But�galow Furniture 1nd A&I Industries will be displ�tce;d. Tl�e l�tndlord will be relocating them to othcP llenlon properlies. Page 5 of 10 2010 Tax Abatement Policy ] 9. Provide description of any historically significant area included within the project's area as determined by the Historic preservation Officer. If any, give detail of how the historically significant area will be preserved. To the best of Labinal's knowledge, there is no historical significance Ca the properCy, 20. Justification for Tax Abatement Request: Substantiate and more fully describe the justification for this request. Include the amount of the abatement requested and show how it will contribute to the financial viability of the project. Submit attachments if necessary. Plense see attachment. 21. List additional abatement factors to be considered for this project as outlined on pages 3 and 4 of the Tax Abatement Policy, Please see atlilchrnent. 22. Financial Information: Attach a copy of the latest audited financial statement or, in the case of a new project, a business plan. e111 financial statemenis are consolidated througl� thc Safran Group (parent company). Fi�ai�cial data can Ue obtuined on the group's website: http:l/www.safran-group.com/site-safran-en/finauce-397/ 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? Labinal has Iaunchcd an interna] Environmcntal Sustainubility Project. High efficieney I-IVAC uuits witU economizers and signiticant exterior surface insulntion have already becn designed into the facility. The project is investigating idcas sucli as waterless urinals, 2 flush toilcts, motion activated ligl�t switches, solar powered inigution systems, and solar powered cxterior lighting. Increased T'ax abatements could alio«� for further 1nd more expensive sustainability projects to be implcmented. Page 6 of 10 2O10 7:a� Abttteinenl Policy 2�t Applicants seekina I.,F.FI) certitic�tion n�ust complete the Greeu Huilding Application for Tax Abatement (E�hibit B ofthe policy}. NJ� .�_.......__._.__.__ This tax abaYement application is submiktecl with the acknowledgement that additional ccrtified finaneial inforntation n.iay he required. :-7 ..--� . r,..... , , ^ ,. _. ... __._...__..... ..._ . _ ..�.�_�_.._._ __--..._..---.__.... Au�horiz d�Signature f D�te: 1 fi� �. �7� 11 Page 7 of 10 Labinal Tax Abatement Application Attachment Question 2— Labinal NAWSD History: The Corinth, TX site of Labinal, Inc. is a part of the North America Wiring and Services Division (NAWSD) of Labinal. NAWSD has manufacturing sites in Texas, Maryland, and Chihuahua, Mexico. In addition, NAWSD has locations in Kansas, Arkansas, and South Carolina for the rework and installation services. NAWSD's total global workforce is over 3,700 employees. The Corinth, TX location is the headquarters for NAWSD and is one of the four manufacturing plants withfn the division. Labinal began production operations in the United States in 1991, co-located with a sister company in Vinita, OK. In 1998, Labinal opened a new facility in Pryor, OK. This facility was the first North America headquarters as well as a manufacturing plant. In 2000, the facility was expanded to accommodate new business and increased production rates. The main customers of the Pryor site were Boeing, McDonnell Douglas, and Dassault Falcon Jet. In 2009, the Pryor location was closed. The headquarters was transferred to the Corinth site. The manufacturing responsibilities were split between the Corinth and Chihuahua sites. Labinal has 2 manufacturing plants located in Chihuahua, Mexico. In 1998, the Labinal group purchased Aerotec, an electrical harness subcontractor that began operations in 1990. At that time, Labinal had only one manufacturing plant in Chihuahua. The plant produced electrical harnesses for Lockheed Martin, Bombardier, Airbus Germany, and Dassault Falcon 1et, and in 2003 started production for the A380. In 2001, Labinal opened a 2"d manufacturing plant (Plant 2) in Chihuahua to accommodate new work packages from new customers such as Boeing, Hawker Beechcraft, Embraer and Sikorsky. In 2007, Plant 2 was expanded to a total of 305,000 sqft to accommodate increased business. Another expansion is planned in the near future. The Corinth site began in 1987 as a Boeing Company subsidiary manufacturing printed circuit boards. The business was acquired by Labinal in 2003, and in 2006, Labinal relocated the facility to the CoServ complex immediately north of the previous Boeing building, In 2009, the Corinth site became the headquarters for NAWSD. Significant business growth and new opportunities have caused the headquarters and manufacturing facility to out-grow their current location. The Corinth manufacturing plant's main customers include Boeing Commercial Aircraft, Boeing Defense and Security, eell Helicopter and Sikorsky. In 2004, Labinal began their partnership with Boeing Commercial Aircraft as a Global Partner on the 787 Dreamliner Program in Everett, WA. Labinal NAWSD is responsible for design, certification and production of the Boeing 787's electrical wiring systems. The Everett location is responsible for coordinating and managing all Labinal activities related to the 787 across all Labinal divisions and sites Involved. In 2008, Labinal created Labinal Services. Labinal Services provides on-site customer support services for many of Labinal's customers worldwide, In North America, Labinal Services is co-located with Spirit Aerospace in Wichita, KS and Boeing Commercial Aircraft in Charleston, 5C supporting the global production of the Boeing 787 Dreamliner. In addition, Labinal Services is co-located with Dassault Falcon 1et (DFJ) in Little Rock, AR where they support the aircraft completions for the Falcon line. In late 2010, Labinal purchased Harvard Custom Manufacturing (HCM), located in Salisbury, MD. The Labinal-Salisbury location began as a Grumman Aerospace Corporation facility in 1985 manufacturing electrical harnesses used in U.S. Navy aircraft. In 1994, the business was sold and became HCM. Since 1994, the business has grown with a diverse customer base including Boeing Defense and Security, Northrop Grumman, Kongsberg, Lockheed Martin, Agusta, Bell Helicopter, General Dynamics, 5ikorsky and L-3. Question 11— Corinth, TX Site Description; The Corinth, TX location is the North America Wiring and Services Division (NAWSD) headquarters for Labinal, Inc. A highly skilled team coordinates among all NAWSD sites managing all supply chain, purchasing, logistics, quality, contracts, estimating, marketing, finance, human resources, and information systems. In addition, the NAWSD headquarters provides support to Safran Engineering Services (a subsidiary of Labinal) with locations in Washington, Kansas, and Chihuahua, Mexico. Positions range from the individual contri6utor level up to the Vice President North America Wiring and 5ervices Division. The Labinal NAWSD headquarters hosts Labinal's CEO Also located at the Corinth, TX site is one of the four NAWSD manufacturing plants. This site manufactures electrical wire harnesses and integration assemblies for commercial and mflitary aerospace applications. The Corinth, TX site boasts one of the most experienced workforces in the Labinal organization with many members from the original 1987 eoeing team still employed there. The support teams are experts in the fields of continuous improvement, production control, process and manufacturing engineering, operations management and quality control. The Corinth, TX site (as well as all NAWSD sites) are registered ISO 90012008 and A59100-C certified. Question 20 - Justification for Tax Abatement Request; Labinal (a Safran Group company) is a world leader in the field of electrical wiring systems for the aviation, space and defense markets. With more than 8500 employees in 10 countries, Labinal provides highly reliable EWIS (Electrical Wiring Interconnection System), engineering, technology, products and services to more than 20 leading aerospace OEMs. Labinal has heen supporting military and commercial aircraft programs in North America since the early 1990's. Beginning with the design and the production of the Boeing 717 electrical systems followed by the business expansion and acquisition of additional wiring assembly facilities and services which now include design, production and certification of electrical interconnect systems. Labinal has positioned itself over the years to continue its growth through the development of mutually beneficial partnerships with many major aircraft OEMs. Bringing Labinal to Denton would mean enhancing the community in the following ways: • Bringing a high-technology global company to Denton with future growth based on optimistic growth in the passenger aircraft market. • Bringing a premier employer providing their employees with unparalleled experiences and excellent benefits. o Potential for hiring of up to 120 new production and support employees to support any future new business • Adding over 700 consumers daily to the Denton market o Positive impact to lotal businesses such as the daycare center adjacent to the project location, restaurants, gas stations, hotels, retail shops, etc... o A workforce with over $31,000,000 of annual pay • Increased opportunities for local educational partnerships • Increased activity in local organizations and charities There is no doubt that bringing Labinal to Denton will have a significant positive impact on the city. It is the desire of Labinal's leadership to maintain and grow the business here in North Texas; however, as shown in the previous questions, Labinal NAWSD has several manufacturing sites and each has the capability and capacity for absorbing new work. Labinal, with its global footprfnt, also has the ability to take on work in other locations internationally including a new facility in China. Labinal has also identified other development opportunities in Lewisville and Corinth as possible new locations for this project. Labinal has been requested by the City of Denton to provide road and traffic light improvements as it is known today for an estimated cost of $370,000. Labinal is requesting that the City of Denton provide tax abatements that will incentivize Labinal above and beyond just recuperating the above mentioned road improvements. In addition, Labinal is requesting consideration to reduce the sales tax that is applied against the renovation costs. Labinal looks forward to the potential years of partnership with the City of Denton by making this project a success and keeping these jobs here in North Texas. Questions 14 & 21- Additional Considerations: The new facility will allow Labinal to increase its productivity, thus aiding in the reduction of cost and provide increased value for both its customers and Labinal. Doing so will help to increase our competitiveness in winning new business. The new facility has been initially designed to immediately accommodate up to 120 new manufacturing positions as well as any new support positions that will be required as Labinal gains more new business. Approximately 30% of the Corinth site's employees live in the city of Denton. Being located in Denton will be an incentive for employees residing in Denton today to maintainemployment with Labinal and the percentage should increase based on the future employment opportunities with Labina) located in Denton, Texas. • An ihcrease of over 700 people exposed to local Denton businesses daily. • Labinal would continue to perform the ma)ority of their hiring through Workforce Solutions of North Central Texas (WSNCT) In Denton. o All applications for production positions are accepted through the WSNCT office in Denton. ' o Recruiting to continue to be advertised in the Denton Record Chronicle and other Denton media. o Job fairs for production positions are held at the WSNCT office in Denton. • The North America headquarters will be relocated to the new Denton facility. This is an international headquarters. • As a part of the relocation, Labinal NAWSD plans to develop an internship program with UNT in order to draw from and grow the university's expertise in the areas of Logistics and Material Science. In addition, Labinal NAWSD plans to develop a partnership with the Denton ISD Advanced Technology Complex in support of the engineering and aircraft programs. • Of the nearly $5,000,000 of renovation and construction costs, approximately 60% of all work will be contracted with Denton businesses. • Labinal is a very diverse company with direct ties to France, Germany, Mexico, Morocco, China, India, England, Japan and Brazil. Locally, Labinal participates in the following organizations: o Denton Hispanic Chamber o Denton Black Chamber o LULAC of Denton • o NAACP af Denton o French American Chamber of Commerce • Labinal contributes to scholarships and fundraisers for the following organizations: o Denton Afro-American Scholarship Foundation o Denton League of United Latin American Foundation • Labinal participates in the following other charities and organizations: o Denton Girl Scouts League o Denton Raceforthe Cure o Denton Relay for Life ■ Raised $14,804.69 ■ Labinal named "Rookie Team of the Year' o Spirit Horse o Lake Cities Education Foundation o Lake Cities Chamber—Silver Mem6er o Future with this Project: ■ Denton Chamber of Commerce ■ Dallas Regional Chamber of Commerce ;' - �% �r Denlon Central Appraisa] District - PropertyDetails Pro;p-erty Details for account 245754 Tax Information Page 1 of' 3 The Denton Central Appraisal District is not responsible for the assessment or colleetion of taxes for this or any other property. If you have a question Tegarding your tax bi11, or would like to pay your tax bill online, please contact the Denton County Tax A_ssessor / Colleetor, i General Information Pro�er.�'.�.zD.......,......_.._...... .....�2 4 �7 S 6 ............ .......__............._ ............._W......_._..._..__...._....._...,.__..._.._._......_._...........__._........._....._...._. ..._...... 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Abstract/Subdivisiaa SD0792A _........._....._.._.__..........._....._........_..,.._ .......................................,,.....,..........._.........................,............._.....,..w_..._........................................._....._.........._ ^[:c:r in .. . . ............................_.............._....._......................._.._....._..._...._................_._._........._...__._....__........__.____._..._...._.....___..._..�.._�.�__._.._.__. .r� :.�.; [.__ ..............w....._......................_.»......�....._....._...._._....._....................._...._....-.........._..._...__..._............................._.................................., ' -� �,_- Owner... �._.._............_...._........._ ...................._......................................._._._...._._..._._.._..__....._....__._..........................._....._.._....._. 5.6 9 071 Owner Name Martino Realt Limited Partnershin ..._...---....._...__..._._...._..........._..._..........._ ......................_........,...................,......._......._.__......_...._.....y....._..._..........................._.._...................._. :.. Percent Ownershi� 1Q0 ................................_......_........W _. ......._.._...........,._.....___._........................................._........_..........,._............_..........._...................................................... Mailing Address C/o Trey Martino ..........._ ......................._........_._.._......... _.._......_...................._.._....___.._.___.___.__.. _._. ............,...._........... ..._._ ............... ........._..__.........._...... ....PO Bo:: 1716 ......_. ......................_._.._......_........._...___......_._.._....._..,..._......_....._....... _....._......__......... _......... _......__....._....._....._._.»....._._ _...........__....:..^........ Denton, T?: 76202-1 r25 ....,....._ ..................._._..._......_._._..........................................._.............._...._.................,.....,_......_...........,..__................__..........._.,.._.._._._......................... Taxin� Jurisdictions .COS (Cit�.Of,Denton) .........................W....,....._._....._..__._......._._...............................,._....._........._........_......_...._..........__. _. ......._._........... _GOlu(Oenton_County) ............._...._......_.........._......................._....._...._...........__..._...._..._..._.._.._._....__._...___.._....._._. ___. 505 (Denton Isd} .._ .................._......._..._ _...................._......._.........._..:............._......._.........._...__..........._ __..._......__...._............._._........._..__......__........_..............__........ Exemptions P1/H ........................_................._....................................._.................._..............._.................._......_........._..__._....._._........._..__. _.............._,.._......_......,......_....... View Map - _;i: • �•:._' � 2011. Certified Values Improvement Homeaite Value (-h) $0 ........ ..__ ..............._._.._.. _...._.._..__._......_...._........_................_.........._.._......._......_......._...................._......._........_......__..�._.._.......,...................,.....,. Im�rovement Non-Homesite Value (+) $2,553,360 ...._. _._.....__._......_ ............._.m..._..........._......._..._.........._.._,.�.......__......_...._.._.................._....._...............__._. _.......�......._........._........._........ Land Homeaite Value (+) SO . ..... _......_........._._...._........_..»._....._._ ................_..............._.__.._._........_...._. _.__....._.................................._..................._............._......._........_.._ _.__.... Laad Non-Homesite Value (+1 $417,958 _._................_ ..............._.......__........._..._._..__.___........_._....._............._........................_..........._............._............_._.._.__..._.............__............._..... Agricultural Market Value (+j SO . .,....,......_ .............._............._.._._.._._. .........._.........._.............._.....__._ ................_......_.......,.................................._........_ _.,................._................ Timbar Market Value (+j $0 . ._.._._ ................_.......�..._._........._._..._....................._.,............ _......._._.....- -.._.._......._...._..._..._......_......_......................_....._.............._...._.........,.......... Total Market Value (_} $2,970,818 .,.._.... _.......__......._......_...........___. w._.__._.._......._.._............._........__....... _....._._........._. .... _._.__..........._..................._ _......._..._.._ _..._._ ........................ Agricultural Uae Reduction (-} $0 _._..__...........__...._.._._...---..... _..._............ Timbar IIse Reduction �irqmea�aacl...Ca wnne • s c�,in> (-) S 0 g.._...........__:_....._............_.__......._.._...._ ......................�_....._..........._........._....._._... _............_................ _........_............... �#�.�.�.es�,....Y..a�,�� .._._........._.........._._._._..._...__............_... _.. (=3 $ a,_9 � o, s L a 2012 Improvements zmprovement 1257477 State Code E2 ..................... _........._ _.........._.�..._...........__........_........._.............._..._...._..—_.. _.__......_......................_...._............,..._.._.,,,....._..................,..... __....... Im ravement T e .Commercial - MAI4UPACTURING E'ACILITY ,..... �.......» ...........................�................_......__...._._........_................._. ......._......._......,........._....._........._...._......._.........._............................... ExCerior Wall Concrete Tilt Up Walls ,.._............_ ..............._..........__................... __........................................................................_..._....._....... _.................,._.........................._........._......�........... Soundation SLA.s :S 4 DOC][ Z'v http://www. dentoncad.com/index.php?option=com_cantent&task=view&id=100&Year=... 10/25/2011 Denton Central Appraisal District � PropertyDetails Yage 2 of 3 Condition Good ............................................................................................................._...........................,,.,..._.,..,......................,.......,.........,..,..,............,............................._........ Heating/Cooling � ...,........ ............................................................................................................................_......................................_................................._...................................... Cfass �rs `i,isa Year Built Sq. Footage Type 910 2004 129,76E sq. feet Main Rrea Improvement 1257478 5ta�e Code F2 .........................................................................................................................................._................................................_............_.........._.................................,. Improvement Type Commercial - CODICRETG FAVIPlG ........................._............_......................................................................_. ......_................,......................................... �...,........................... Class 'ary � Year Built Sq. Faotage Type CON 2004 06,100 sq. feet P�viny Land Segments Land Type Acres Sq. Ff. Commercial 6.389 273,305 sq. feet Property History Year Improvement(5) Land Market Appraised Assessed ��7i_! $2,553,360 $417,458 $2;970,818 $2,97a,81£3 52,970,R18 l01'� 52,840,261 S41'7,458 $3,257,729 53,257,719 $3,757,719 ^(�0� 53,376,967 $917,958 $3,794,425 $3,794,425 53,799,425 'OGis $3,376,967 5417,958 83,794,9�5 $3,794,425 53,799,925 2.t)�'�� $3, 357, 591 5917, 458 S3, 779, 999 $3, 7�4, 999 $3, 774, y99 �0!,'0 $3,240,243 5505,569 $3,745,512 $3,7�5,81.2 $3,745,8I2 2��C1fi $3, 188, 473 5505, 569 S3, 694, Q42 S3, 699, 04'L a3, 694, 042 �Ot'+ $0 $404,955 5404,455 $904,955 $�04,�155 ?ii�3 SO $505,569 5505,5'09 S1,G2I $].,U2i Deed History Date Type 3/31/2006 «arranty Deed 10/25/2Q04 �'Jaxianty Deed Sellet [�lartino Realty Limited Partnership Russell Alewman [1fg Co Inc [lnavailable Conversion Unknown Senate Bill 541 Buyer Ballard, Clini., .7r Martino Realty Limited Partnershio Russell tdewman rIfg Co Inc peed Sale Price Number 2006- 37726 �navailable 09 Unavailabie 139156 E35 - Unavailable 2E1 In 2005, Texas passed Senate Bill 541, which prohibits the Denton Central Apgraisal District -- and every other Appraisal DistriCt in the State of Texas -- from making photographs and floorplans of pz�operty available online. 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GW�K M AvD fW S�D CaM1Y NO SGl[ Ox TaS ro H SqWLY �wvCM[o iwx�c WAIM0. a� �x[ �n�oa. wsSFLL-N[nuw NC.. vt1OMx M K ICq1qMLO4L0 10 p6'qllm T( SY2 l�� qR5[IIFHCN1y� y1C, f(p 11a %pPoX ND �OLM�IMIK'TCPflN MXL6m lHD W TS WKIIT iXFHI91 Sf�1mc w+ �uro srx a r� J � m a ��` �Yh..E� A � �.�� . wn xeuc. swc� ar .qws i"r-•'S.� rv� . usn wmm wHC a xo� ��-- �t�•� �rowcaw.aas. � cawmon arno:.17�L-0'� \:�ww.;.+ma�.�aa.an flNAL PLAT . OF LOT 1, BLOCK B. RUSSELL-NEWMAN ADDITION BEING A TOTAL OF 13:91 ACRES IN THE R3S8�1 Ap9a7,7Rf9,AC�F��b7B9��Q�p�� M.E.P. & P.R.R. SURYEY; ABSTRACT NO: �927, SdO'J j� A CITY OF DENTON, DENTpN �!_ SoS �-'OS COUNTY, 7EXAS. lxE ROOG PIIN.51bM1 HEREON 6 A W�PIIC PFPY6G'��TOX OF..T1E fJA 1YP. lPql f�� -Il�cw'd /wa . tiE u< nrtroF/m 6 Sr�pi�i �BE bttXn.3dC ..,wGi OlILaYM[D TO B[ MSiOC eE �ao ' @�TY ii. � i+lo ]oa 1LR rtoao SHV�m sr r�wx �.s coYYi�rc �ava A . 1R q�Ny[1fJ1$l. COIMN flEi( m�eo c arzo..?w z.�srl. . . . �Nk Zizsp� . . . .' �o- �T� (r 7� '7 p 101 �� 935! �T �� 1EC11Y111'�.I'.l 1 OL 1`IS}4J�) 11VC. .p��t`!? .Y�.•M . '�°F � � � ENG.QJEERS Bc SURVEYORS a��_ ��i�� - � ' Z�3�W:H]CKORY,DEN70(�,T21'AS76201 � '�`�. 31249 . . sw-ie�=moe ' 'r;:'s�o-sas-o�x ...:r��;�„ne�,n,� Z �� W p� � 1 � ° O �� Z �i � � �i% I' �. �: I'a� m I a �` g' o I' �� I�- z G7 I,; �'� .. c ; E� �� I„� m � LABINAL, INC. CERTIFICATION OF THE SECRETARY i, the undersigned, hereby certify that: 1) I am the duly appointed Secretary of Labinal, Inc., a corporation formed under the laws of Delaware (the "Corporation"), and that, as such, I am authorized to execute this Certificate on behalf the Corporation; and 2) The Board of Directors of the Corporation authorized the officers of the Corporation to sign that certain Economic Development Program Grant Agreement with the City of Denton, Texas, a copy of which is attached hereto. IN WITNESS WHEREOF, the undersigned has executed this Certificate in his capacity as Secretary of the Corporation, on this the 20th day of November, 2011. � d�Pl� Name: Mark G. Melnick Title: Secretary State of Texas § County of Tarrant § This instrument was acknowledged before me on the 20�h day of November, 2011, by Mark G. Melnick, Secretary of Labinal, Inc., on behalf of said corporation. �� o:ti"•"'�!'o, DONNA SORENSEN � 4°= Notary Public, State of Texas � n ;�r �� My Commission Expires � � , � �') I �I I�;'� 1 '�n;°,;,`„��` Aprll 16, 2014 (Sea Notary Public's Signature