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2012-045s:llegallour documentslordinances\1212-ord mayday chapter 380.doc ORDINANCE NO. 2012-045 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 IN THE CITY OF DENTON; APPROVING AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH MAYDAY HOLDINGS, LLC SETTING FORTH THE VARIOUS CONDITIONS PRECEDENT TO MAYDAY HOLDINGS, LLC RECEIVING THE PROGRAM GRANT; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Mayday Holdings, LLC ("Grantee") 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 "Program"); and WHEREAS, to effectuate the Program, the City and Grantee have negotiated an Economic Development Grant Agreement (the "Agreement"), 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 City'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. C PASSED AND APPROVED this the �/ �t day of C�G� , 2012. MA BURRO S, R s:\legallour documents\ordinances11212-ord mayday chapter 380.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: AP OVED TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH MAYDAY HOLDINGS LLC. This Economic Development Program Grant Agreement ("Agreement") is made and entered into as of the effective date provided for below, by MAYDAY HOLDINGS, LLC, and subsidiaries MAYDAY MANLJFACTURING CO., INC. and HIGH-TECH METALS, INC. (the "Grantee"), a Delaware corporation, 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 commercial 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 19th day of January, 2012, 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 Development 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 teims 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 75% 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, excluding Grantee's assessed valuation of personal property currently located at 1500 Interstate 35W as of January 1, 2012, over the assessed value, as detertnined 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, 2012, which is for a period of ten years commencing the first year following receipt by Grantee of the certificate of occupancy (the "CO") for the Property. If such increase in investment in Improvements is less than $3,000,000 excluding purchase price of the property there will be no grant payment. B. A condition of the Grant is that, by December 31, 2013 (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 Central Appraisal District, as contemplated by Section I.A.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 malces it impossible to meet the above-mentioned 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 Itnprovements 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 Crrant 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. GENER.AL 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 assessment following receipt by Grantee of the certificate of occupancy for the Property, an amount equal to 75% of the difference between: (a) the then current City ad valorem taxes for the Property and the Improvements, minus, (b) City ad valorem t�es payable for the Property and the Improvements as of January 1, 2012, and minus any valuation on business personal property currently located at 1500 I35W as of January 1, 2012, (with the resulting payments known as the "Annual Payments"), 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 ten (10) 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 taxes due and payable for the Property and Improvements as of January 1 St 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, sha11 end after the tenth 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 valorem 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 according to the specifications and conditions of 3 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 sha11 provide information to the City on a form provided by the City for the evaluation. The 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. An annual rendering of all business personal property shall be included identifying all business personal property moved from the 1500 I35W location. 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 andlor contest of any such ad valorem 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 opportunity 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 commenced 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. 4 ASSIGNMENT This Agreement and Grantee's rights and obligations hereunder may 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 terminate and all obligations of the City, as set forth herein, shall terminate and be of no Fiu kher force and effect. 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: COMPANY: Mayday Holdings LLC Randy J. Kempf, CEO 1500 Interstate 35W Denton, Texas 76207 CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 VIII. CITY COUNCIL AUTHORIZATION This Agreement is authorized by the City Council at its meeting on the �� day of .e6r , 2012, authorizing the City Manager to execute this Agreement on behalf of the City. IX. BOARD OF DIRECTORS AUTHORIZATION Mayday Holdings LLC represents that this Agreement is entered into by Mayday Holdings LLC pursuant to authority granted by its Board of Directors to its CEO. A certificate of an authorized officer of Tailwind Technologies, Inc., parent company of Mayday Holdings LLC, 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 Agreernent 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. 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 Mayday Holdings LLC, sha11 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 undertalcen to cure same), the remaining Term of this Agreement, the levels and remaining Term of the Atuival Payments in effect, and such other matters reasonably requested by the party(ies) to receive the certificates. XII. MAYDAY HOLDINGS LLC 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. sha11 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 fu11y 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. 6 XV. AMENDMENT This Agreement is the entire agreement of the parties and may only be modified by a written instrument executed by both parties. XVI. EFFECTIVE DATE � ,��, This Agreement is effective as of the�� day of ��-(}" �Z(,��'� , 2012. CITY OF ENTON, T XAS BY: � O E C. CAM ELL ITY ANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY BY: ^ � ��r n vr� n v unT nn.rr c r r r ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF DENTON The fgregoing Economic Development Program A reement was x,e�� ted before me on the�/�ay of , 2012 by ��`�o-r'��E �� City Manager of the City of Denton, Texas, a T as municipal corporation, on behalf of said municipal corporation. � ��Y P�� ,, o��w �;�.,; JANE @. RICHARDSON -�:' ••�': Notary Public, State of Texas ' ' �,e My Commiss+on Expires %;fEe;t�`:` June 27, 2013 .,,,,,,,�� STATE OF TEXAS COUNTY OF DENTON �//. ,I / ' � �L�/�.1� � . Notary Public in and for the State of Texas The foregoing Economic Development Program Agreement was executed before me on the �day of ' �,,� , 2012 by Randy J. Kempf, CEO of MAYDAY HOLDINGS, LLC, a Del are corporation, on behalf of said corparation. �,"�""� � A�GIE VELAS�UEZ My Commiasion Expire: �.,,E��a Aupust 28, 2014 � � Name: Notary Public in and for the State of Texas Exhibit "A" PROPERTY DESCRIPTION 10 .. - _ ., - . � , � Exhibit A Property Description . , � Tract I: , BE1NG a tract of land sikuated in the B:B,S �& G.R.R. Co. Survey, Abstract No, 192, C1ty' of Denton, ; Denton Cou�ty, TQxas and beiag all afLot YI�, Slock 1, oithe R��l�t of the Harley Additian, an addirian ' to th� Clty of Dentan as recorded in Cabinet V, Slide 373 of tk�e P1at Re�ords of T)enton Caunty, 'I'exas, and'being a portion of a tract of land as'deseribed in instrutnent to NRX Acq"utsition Carporadon &pd recorded ip Volume 4821, Page 3121 oftho Deed Records ofl]enton'Gounty, T��s, and being more particularly described as follows; ' BE4INNING (at) a fiva-eighths inch ition rod found with cap sta�ped "Htott Zollars" at the southeasterly i comer �f said Lot I R, said paint Ueing the AnY�tseation of the �outhWes�erly rig6t-o%way lina of tlie G.C. & S.F. Railroad, a] 00.0 foot wide right-of-way, wiEh the nartheasterly r%ght-pf-vway I{ne of Jim Christal . i Road, a variable width right-of-way; THEI�ICB, North 89 degrees 36 manutes 10 seconds West along the southerly ltne bf said Lot 1R and the nortk�erlyright-of-way line of Jim Christal Road a d3stanee of 233.51 feet ta a, five-eighths` inch irori rod found with cap stamped "L•Iuitt-Zoliacs' ; THENCE, North 89 degrees 16 minutcs A2 seconds West coiitinuin� along the souiherly line af said Lot ' 1R and the northerly right-of-way line of Jim Ctiristal Rpad a distanC� of 383,2,3 feet to a five-elghths ` inch iron road fou�d with cap stamped "Huitt Zolars" at'the common southwesterly corner of said Lot 1R ' andthe southeasterly corner of Lot 2, Block 1, of said Harley Addition; TI�1+10E; North 2l degrees 51 m(nutes d0 seconds West along a commqn line between said Lot JR and � Lot 2 a distance of 344.3G feet to a cut cross found; , h 68 d s 09 minutes QO seaonds �ast-�ontiniaang alopg�a eommon lin� b�tween said; � T1�NCE, Nort egree Lot IR and Lot 2 a distance of 95.58 feet to a cut cross fouild; ' THENCE, North 21 degrees 4$minutes 31 seconds West con�Inuing along a ccstnmon line between said Lot! 1 R and Lot 2 a distance of 4] 4.Od feet to a five-ei�hths inah iron�ro�d found with oap stamPed "Fiuitt- �oUars" at the common northwesterly corn�r of said Lot l R and the norttieastetly oome; of said Lot 2;- THENCE, North 68 degrees 04 min.utes Q6 sedands �ast a]aag the norkhwest�rly line af said Lot1R a distance of 474.12 feet to a five-eights inch iron rod found with cap stamped "Huitt- Zallat's" at ttae ' northeasterly comer of said Lot 1R, said corner being on the southwest�ly rigl�t-of way line o£tlie Ci.C. & S:F. Railroad right-of-wa�; , THENCE, SouCh 21 degrees.51 minutes ilQ secoctd9 East aloog'th� northeasterly l'ute of said Lof 1Rand the sauthwesterly right-of wgy lins af the G,C: & S.P. Railr4ad zight-o� way a distance of 993.93 feet to the POINT OP BEGINNING and CON'TATNTNG 10.56] acr@s of lacad, n�ore or less. Tract Il; Easement Estate: � �� Nan-exolusir�e saseme�t rights as seh'fortta in Easg�ents and Opera�iod Agre�man�by ana betweeu �� NeoRx Manuf�qkuring Grou.p, Inc. ai%d '�ratSe Gy4�Q�4n �Peration Ii�c, datedI)e�e�i�►bcr �15; 2043; filed �� pe'cember �$, 2003, recard�d 4n C1�rk's �'iia Na, 20n3-20�607,'Real Pro�serty Reaa�ds, Danton County, Texas. -.. � Sa0181067v4 � I 0 .� 1. nev� l. �IaaeY,�oPtIP'� AV�/m�nY yAlUl �[a�lIIIS�JP INGOIYY00ihYlKS�nOIW pI��E Nt IIYttn' �YNN[n p Ubn[I 4�rvGC itt1! 61�R �'l4M 6LPUMAR! �a,� wr r�t uina m.�rr; ro.s xmm cwau xoc . � c"^�w*�">�ws�.af� . E.P. 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J��y�` �UG�S��-�„ 9g6 p05j� ior i. e�aK i BROMME INOlI5TRIAL . CAB. L, Pq. 107 � F.F.�.C.T. �r vum �c +a ie �a � r�no ¢�u.a � rzcv pµ��q; . V�iEPhNF.� FOR: NRX ACQUI51710N CORPORA714N . RERKINS COIE �00 Eillott Ave. Sulte 500 � l201 THIRD A SEATRE, WA. 88119-4114 / SEqrTJ��WA, ftvyl�leretl P�pl uWnul lnnM SyMpl POINT OF r•� Peq1�4aJ no- i�� \ BEGINNING �RAFlCAtE OF APPRDYAI �/ �\\ rtra sr�x�.ww� mmnr�.rts hArvavee In4 _.�Pi__ nM el _�L(161'3C_"_"" ho. T�7� xwnf comu� ix er �n. Mnv,bq ona imny camm�,:M ot �n. cay n� un�on. i.�u.. xvm�.nmuu � \1 uai.nw�xn � 8 umo� mk�,1 --- \\ REPLAT ci s.�.,t r _______'__ � lAT 1R de LOT 2� 9LOCK I � HARLEY ADDITION HRINa A RISVIS[o:1 OF LOT� 1, BLDOK L � IiAR7.HY AUDITLON CITY OF DENTON ��i�� i�� ACNTDN COUNTY, TE]CAS a•��i6^� pNEPAREO BY; �' '�W� �� i�w � �� v�LP �.....�w.� imx �, 4oni �aoR �. , � �� a.o 98101 mo am�.d.e e/a. wi. mo Dx1mT�w]t10b73tl mi��+w�•Yeil �_r. OCTOBE,R� 30, 2003 �+�u�m-a�n r+.taplwma �ba� �i� w�1 I 01-]16�-91 R� 1 1�1 �.Y�y � 2010 Tax Abatement Policy Exhibit B . � . � ....,,.:�,.—T---"~..,,. . . 'hH'!�xx.Mw.w..�.k"' . . . � ...�. . .. . . .: . •.:. . .. . . . . . . :" ,.' .� ' . : . .. .. . ... . �' : .. ��/ 1� �q .: ... . . 'I W .i4 C� of Denton Tax Abaternent A lication �� City of Denton llepartment of Economic Development Denton, Texas 76201 (940) 349-777b (940) 349-8596 FAX www. city,ofdenton. com Linda.Ratliif(a7citvofdenton.coin Page 1 � of I9 iI � �I � � � � � ; , � � I ,II 2010 T'sx Abatement Policy APPLICATION FOR TAX ABATEMENT CTTY OF DENTON, TEXAS I, Propertybwner Mo7.ecular Insight Pharmaceuticals CompanyorProjectName Mayclay Mfg. - Site reloCation a2ld facility expansion Mai.lingAddress �,500 Interstate 35W Denton, TX 76026 Telephone 940-898-8301 FaxNo. 940-898-8305 '4Vebsite www , maydaymf g . com Contact Name Randy Kempf Titie Chief Executive O£�icer MailingAddress 1500 Interstate 35W Denton,TX 76Q26 Telephone 940-898-8301 FaxNo. 940-898-$305 EmailAddress �J�empf@maydaymfg. com 2. Provide a chronology of plant openings, closing and relocations over the past 15 years. Relocated from Highland Village in Navember 1998 3. Provide a record of inergers and financia] restructuring dul7ng fhe past 15 years. Tailwa.nd 'Technolog�es Inc. acquired Mayday Mfg. and Hi-Tech Metal Finishing on 6/30/09. 4. Will the accupants of the project be owner or lessee? If Iessee, are occupancy comm'etments already existing7 The parent company (Tailwind Technolagies Ixac.) �rill purchase ' �he facility and l�ase in back to Mayday. � 5. Is the projeet a relocation of existing facility or a new facility to expand operations? Iireloeatiou, give i currentlocation. The new �acility ie needed to expand opera�ion.s and j we wiZl relocate the entire facility into this site. 1500 Interstate 35W Denton,TX 76026 Page l 1 of 19 2010 Tax Abatement Policy d. If an existing Denton business, will project result in abandonment of existing facility7 If so, the value o�the existing facility wili ba subtrac#ed from the value of the new facility to arrive at total project value. � Yes we will abandon �he current facility. However we do not own the current facility, we lease ia from the previous owners af Mayday. 7. Property Descriprion. - Attach a copy afthe legal descrzption detailing property's metes a�id bou�ads. - Attach map of project including all roadways, iand ase and zoning within 500 feet of site. 8. Current Value. Attach copy of latest property tax statemen# from the Denton County Central A�praisal District (include both real and personal property). 9. Increased Value/Estimated Total Cost ofProject. Structures $ 3, 0 0 0, 0 0 0 Site Development $ Personal Property $ 1. , 0 0 0, 0 0 0 Other Tmprovements $ Tn addita.on., we will investing approx. $1.5M per year �.n new Equip. 1Q. Indicate percent of tax abatement and number af years requested. Percent Requested 7 5% Years Requested �. p List any other tinancial incentives this projeet will request/receive Estimatad Freeport Exemption $ �.1M (2014) �stimated �lectric Utility Industrial Development Rider $ Estimated Water/Wastewater Infrastrucfure Assistance I$ I1. Give a briaf description of the activities to be performed at this location, including a description of products to be produced and/or services to be pravided. We use CNC mills and lathes to manufacture metal bushings out of bar stock fox use in commercial aircraft. Hi-Tech is our metal finishing business that performs cadmium plating, heat treat, anadize, passi�rate, magnetic particle ingpection, prime and paint and blue coat. Page 12 of 19 2010 Tax A6atement Policy 12, Desoribe any off-site infrastruc#ure requirements: : • Water City to Provide adequate gized water mains to �roper�y � for fire protection ' • Wastewater • Streets • Drainage City �o al.low additional park�ng required without retention ponds or other water collection �ystems • Other 13. Project Operation Phasa. Provide employment informatian for the number of years tax abatement is requested. At Project Existing Start Date At Term oi' �mployment TnformAtion Operation (mo/yr) Abatennent (if applicable) / A. Tota1 number of perrnanent, full-tizne jobs 2 4 5 3 0 D B, Employees transferred from outside Denton C. Net permanent full-timejobs (A, minus B.) E. Total annual payroll for all permaneot, full-time 2 4 5 3 0 0 jobs(A.) F. Types of jobs created. List the job titles and number of positions in each category that will he employed at the facility, Provide average wage for each category, Total payroll approx. $11M at an average w'age of $45K/year We would be hiring for CNC Machinists, Operators and 0£�ice ; G Indicate the number of shifts the prpject will operate ! i 3 shifts � Page 13 af 19 2010 Tax Abatement Policy H. Estimate annual utility usage for project: kWh Water 2 2, 5 0 o Electric 4, 0 7 0, 017 Wastewater gpd I Gas 11, 310 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). Member of Advanced Techriology Comp�ex a� Denton 15. � ]7. Is property �oned appropriately? Yes X No Currentzoning. Light Zndus�rial Zoning required Por propflsed project. Anticipatedvariances. sid�walk and cul-de-sac as is currentl�r provided Con.tinued variance for shared services between the adjacent properties Is property platted? Yes X Na Will replatting be necessary Yes No X Discuss any environmental i�npacts created by the project. A. List any permits for which applicant must apply. Applicant witl be required to provide City with copies of all applications for environmantal permits upon completion of application(s). Wa�er discharge �ermit per existing Mayday �aciYity a� 1500 rnterstate 35W Denton,TX 76026 B, Provide record of compliance to aIl environmental regulations for the past five years, Heather Goins �.he Pretreatmen.t Program Manager for Industrial Pretreatment has all o� our in.�ormation. 18. Provide specific detail of any businesses/residents that will be displaced and assistance that will be available fi•om the requesting company. None Page 14 of 19 2010 Tax Abatement Policy 19. Prpvide desoription of any historicaily significant area included within the praject's area as determiaed by the Historic preservafion Officer. If any, give detail of how ttze historicaliy significant area will be preserved, None 20. 7ustification f.or Tax Abatement Request; Substantiate and more fully describe the justification for this request. Include the amount ofthe abatement requested and show how it will contribute to the �xnanc9al viability of the projeck. Submit attachments if necessary. We do �ot own �he current facility and are c�nsidering dptions in Pilot Paint Te�as and Ohio. We plan to own the new facility which will make us a permanent resident in Te�as, create 50+ jobs and add additional value to the new facility. The facility has been vacan� far 5 years and has a number of a.ssues. 21. List additional abatement facfors to be considered for this projeet as outlined on pages 3 and 4 of the Tax Abatement Policy. The new f acility has been �racan.t �or the last five year� and Mayday has been in. business for 48 ye�rs in Texas. We wou7.d ].ike to make Denton, TX our permanen� reaidence as we prepare for our nex.t cycl.e of growth. 22. Finanaial Znformation: Attach a copy of the latest audited financial stateme�nt or, in the case of a new project, abusinessplan, Available to view upon request 23, Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify typa and provide a brie£descrEption)? No 24. Applicants seeking LEED certification must complete the Graen Building Application for Tax Abatement (Bxhibit B of the policy). Page 15 of 19 201p'1'ax Abatement Policy This tax abatement application is submitted with the acknowledgement that additional certified financial information may be required. ..•.�"""""� r^ ..�• �� ....r-" ,,,-�' ��✓ Authorized Signat`ure . Date: ��G'��r.� Page 16 of 19 Exhibit C CERTIFIED RESOLUTION I, James W. Brown III, hereby certify that I am President of TAILWIND TECHNOLOGIES INC., an Ohio corporation, and that the following is a true copy of certain resolutions duly adopted by the Board of Directors of the Corporation by Certificate of Action in ,� writing in lieu of ineeting dated the /.� day of February, 2012, viz: NOW, THEREFORE, BE IT RESOLVED, that the Corporation acknowledges and ratifies the execution by its subsidiary, Mayday Holdings, LLC, as well as Mayday Manufacturing Co. and Hi-Tech Metals, Inc., subsidiaries of Mayday Holdings, LLC, of an Economic Development Program Grant Agreement with the City of Denton, Texas. BE IT FURTHER RESOLVED, that the Corporation acknowledges and ratifies the action of Mayday Holdings, LLC in authorizing its Chief Executive Officer to negotiate the terms of the foregoing Economic Development Program Grant Agreement. BE IT FURTHER RESOLVED, that the Corporation acknowledges and ratifies the action of Mayday Holdings, LLC in authorizing its Chief Executive Officer to execute the Economic Development Program Grant Agreement. BE IT FURTHER RESOLVED, that the Corporation authorizes and ratifies the action talcen by Mayday Holdings, LLC in granting its Chief Executive Officer the authority to take such further action, and execute such additional documents, as may be required pursuant to the terms of the Economic Development Program Grant Agreement. BE IT FURTHER RESOLVED, that the Corporation acknowledges and ratifies the action talcen by Mayday Holdings, LLC in authorizing its Chief Executive Officer to take such further action as may be necessary in order to carry into effect the foregoing resolutions. I further certify that the proceedings were in accordance with the Articles of Incorporation, Regulations, and Bylaws of the Company. I further certify that the foregoing resolutions have not been rescinded or changed, but are now in full force and effect. I further certify that the following are the duly elected, qualified, and acting officers of the Company as appears on the corporate records thereof, viz: James W. Brown James W. Brown III Joseph W. Brown Joseph W. Brown Matthew L. Jesch Joseph W. Brown James W. Brown III James W. Brown IN WIT`NESS WHEREOF, I have hereunto Chairman of the Board President Executive Vice-President Chief Operating Officer Chief Financial Officer Secretary Assistant Secretary Treasurer 12. CERTIFIED RESOLUTION I, Matthew L. Jesch, hereby certify that I am Vice President of MAYDAY MANUFACTURING CO., a Texas corporation, and that the following is a true copy of certain resolutions duly adopted by the Board of Directors of the Corporation by certificate of action in � writing in lieu of ineeting dated February /�� 2012, viz: BE IT RESOLVED, that the Chief Executive Officer of the Corporation be, and is hereby, authorized to negotiate the terms of an Economic Development Program Grant Agreement with the City of Denton upon such terms and conditions as the Chief Executive Officer, in his sole discretion, shall deem appropriate. BE IT FURTHER RESOLVED, that the Chief Executive Officer of the Corporation be, and is hereby, authorized to execute on behalf of the Corporation an Economic Development Program Grant Agreement with the City of Denton. BE IT FURTHER RESOLVED, that the Chief Executive Officer of the Corporation be, and is hereby, authorized to execute such additional documents and take such further action as may be required on behalf of the Corporation under the terms of the Economic Development Program Grant Agreement. I further certify that the proceedings were in accordance with the Articles of Incorporation, Regulations and Bylaws of the Corporation. I further certify that the foregoing resolutions ha�e not been rescinded or changed but are now in full force and effect. I further certify that the following are the duly elected, qualified and acting officers of the Corporation as appears on the corporate records thereof, viz: Randy Kempf James W. Brown III Joseph W. Brown Matthew L. Jesch Christopher E. Hypes Cheryl Whiteman Doug Wulf Floyd Pittman Netzer Maoz David F. Whiteman Chief Executive Officer Executive Vice President Vice President Vice President Vice President, Finance Controller Vice President, Operations Vice President, Quality Vice President, Business Systems Executive Vice President, Sales & Marketing �� IN WITNESS WHEREOF, I have hereunto set my hand this 1 S sday of February, 2012. -�-� 4-�,,.- � l�, L Matthew L. Jesch CERTIFIED RESOLUTION I, Matthew L. Jesch, hereby certify that I am Vice President of HI-TECH METALS, INC., a Texas corporation, and that the following is a true copy of certain resolutions duly adopted by the Board of Directors of the Corporation by certificate of action in writing in lieu of ineeting dated February �S �, 2012, viz: BE IT RESOLVED, that the Chief Executive Officer of the Corporation be, and is hereby, authorized to negotiate the terms of an Economic Development Program Grant Agreement with the City of Denton upon such terms and conditions as the Chief Executive Officer, in his sole discretion, shall deem appropriate. BE IT FURTHER RESOLVED, that the Chief Executive Officer of the Corporation be, and is hereby, authorized to execute on behalf of the Corporation an Economic Development Program Grant Agreement with the City of Denton. BE IT FURTHER RESOLVED, that the Chief Executive Officer of the Corporation be, and is hereby, authorized to execute such additional documents and take such further action as may be required on behalf of the Corporation under the terms of the Economic Development Program Grant Agreement. I further certify that the proceedings were in accordance with the Articles of Incorporation, Regulations and Bylaws of the Corporation. I further certify that the foregoing resolutions have not been rescinded or changed but are now in full force and effect. I further certify that the following are the duly elected, qualified and acting officers of the Corporation as appears on the corporate records thereof, viz: Randy Kempf James W. Brown III Joseph W. Brown Matthew L. Jesch Christopher E. Hypes Cheryl Whiteman Doug Wulf Floyd Pittman Netzer Maoz David F. Whiteman Chief Executive Officer Executive Vice President Vice President Vice President Vice President, Finance Controller Vice President, Operations Vice President, Quality Vice President, Business Systems Executive Vice President, Sales & Marketing �'' IN WITNESS WHEREOF, I have hereunto set my hand this �� T �j �y�^' � Matthew L. Jesch day of February, 2012. .s� CERTIFIED RESOLUTION I, Matthew L. Jesch, hereby certify that I am Secretary of MAYDAY HOLDINGS, LLC, a Delaware limited liability company, and that the following is a true copy of certain resolutions duly adopted by the Board of Directors of the Company by certificate of action in writing in lieu of � meeting dated February ��, 2012, viz: NOW, THEREFORE, BE IT RESOLVED, that the Chief Executive Officer of the Company be, and is hereby, authorized to take such action as the Chief Executive Of�ce, in his sole discretion, deems necessary and appropriate in order to seek tax abatements and a Chapter 380 local development grant for a new facility for the Company. BE IT FURTHER RESOLVED, that the Company agrees to enter into a Economic Development Program Grant Agreement with the City of Denton, Texas upon such terms and conditions as the Chief Executive Officer of the Company, in his sole discretion, shall negotiate. BE IT FURTHER RESOLVED, that the Chief Executive Officer of the Company be, and is hereby, authorized to execute such Economic Development Program Grant Agreement on behalf of the Company. BE IT FURTHER RESOLVED, that the Chief Executive Officer of the Company be, and is hereby, authorized to take such further action as may be required on behalf of the Company pursuant to the terms of the Economic Development Program Grant Agreement with the City of Denton, as well as any other requirements in connection with tax abatements for which the Company has applied. BE IT FURTHER RESOLVED, that the Chief Executive Officer of the Company be, and is hereby, authorized to execute such additional documents as may be required under the terms of the Economic Development Program Grant Agreement. BE IT FURTHER RESOLVED, that the Chief Executive Officer of the Company be, and is hereby, authorized to take such further action on behalf of the Company as may be necessary or advisable pursuant to the terms of the Economic Development Program Grant Agreement. BE IT FURTHER RESOLVED, that the Chief Executive Officer of the Company be, and is hereby, authorized to take such further action as may be necessary in order to carry into effect the foregoing resolutions. I further certify that the proceedings were in accordance with the Articles of Organization and Operating Agreement of the Company. I further certify that the foregoing resolutions have not been rescinded or changed but are now in full force and effect. I further certify that the following are the duly elected, qualified and acting officers of the Company as appears on the corporate records thereof, viz: Joseph W. Brown Randy J. Kempf James W. Brown III Matthew L. Jesch Matthew L. Jesch Matthew L. Jesch Chairman of the Board Chief Executive Officer Executive Vice President Chief Financial Officer Secretary Treasurer IN WITNESS WHEREOF, I have hereunto set my hand this /s �day of February, 2012. �� ` -,, � Matthew L. Jesch