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2015-096s:\legal\our docurnents\ordinances\i 5\business air - b�m � chapter 380 ord.doc ORDINANCE NO. 2015-096 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 BAM DENTON MANAGEMENT VENTURES, LLC, SETTING FORTH THE VARIOUS CONDITIONS PRECEDENT TO BAM BUSINESS MANAGEMENT VENTURES, LLC RECEIVING THE PROGRAM GRANT; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, BAM Denton Management Ventures, 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"); 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, a copy of which is attached hereto and incorporated by reference herein, 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. s:\legal\our documents\ordinances\15\business air - bam - chapter 380 ord.doc PASSED AND APPROVED this the ���� day of _ ww ,, �� �_ _�,°���15. ��, ���� � � � `� ��� � �� �� � �_�.�� ��TTS MAYOR .�.�.. _ . � ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: � _ ���' ,�� �� � � � ]'�' , � V � : L) � � TO LEGAL FORM: ��J1`l'A BURGESS, CITY ATTORNEY � ��, � r�� ��.w„� ��.� �. BY• ... ��'"��,�.�=";�"� ���..�°�� � .�� .�� � ��. � � Page 2 ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH BAM DENTON MANAGEMENT VENTURES, LLC This Economic Development Program Grant Agreement ("Agreement") is made and entered into as of the effective date provided for below, by BAM DENTON MANAGEMENT VENTURES, LLC, a TEXAS limited liability company, 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 "Properties"); and WHEREAS, on the 6th day of November, 2014, Grantee submitted an application for economic development incentives with various attachments to the City concerning the contemplated use and development of the Properties, which is on iile in the City's Ofiice 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 Properties, 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 Properties 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: 1. A Grant equal to 70% of City ad valorem taxes attributable to Improvements (as the term "Improvements" is defined below) resulting in an increase of assessed value of real property improvements to and tangible personal property (excluding land, inventory, and supplies), located on the Properties (as the term "Properties" is defined below) as determined by the Denton Central Appraisal District, excluding real property improvements to and tangible personal 1 property (excluding land, inventory and supplies) located on the Properties on December 31, 2014, which is for a period of two years commencing on January 1, 2017, and if such an increase in assessed value of Improvements on Grantee Properties is at least 5,000,000 by December 31, 2016. A maximum of $9,500,000 in increased valuation on Improvements shall be eligible for the Grant. Should the increase in Improvements valuation be less than $5,000,000 there will be no Grant. 2. The two year period of the Grant may be extended by attracting newly- based Eligible Based Aircraft (as the term "Eligible Based Aircraft" is defined below) on Grantee Properties and resulting in an increase to assessed value attributable to Eligible Based Aircraft located on the Grantee Properties as determined by the Denton Central Appraisal District, excluding Eligible Based Aircraft located on the Grantee Properties on December 31, 2014 and determined by meeting the following increased valuation thresholds: a) If increased valuation on Eligible Based Aircraft is at least $15,000,000 but less than $50,000,000 by December 31, 2017, the Grant shall be extended to a total period of four years and shall include 5% of the increased valuation on Eligible Based Aircraft on December 31, 2017 and for each of the subsequent Grant years period. Should the increase in the valuation of Eligible Based Aircraft be less than $15,000,000 by December 31, 2014, there will be no extension of the Grant period and no inclusion of 5% of the increased valuation on Eligible Based Aircraft in the Grant amount. b) If increased valuation on Eligible Based Aircraft is at least $50,000,000 but less than $80,000,000 by December 31, 2020, the Grant shall be extended to a total period of seven years and shall include 5% of the increased valuation on Eligible Based Aircraft on December 31, 2020 and for each of the subsequent Grant years period. c) If increased valuation on Eligible Based Aircraft is at least $80,000,000 by December 31, 2022 the Eligible Aircraft Grant shall be extended to a total period of nine years and shall include 5% of the increased valuation on Eligible Based Aircraft on December 31, 2020 and for each of the subsequent Grant years period. Should the increase in the valuation of Eligible Based Aircraft be less than $15,000,000 by December 31, 2014, there will be no extension of the Grant period and no inclusion of 5% of the increased valuation on Eligible Based Aircraft in the Grant amount. B. A condition of the Grant is that, by December 31, 2016 (subject to force majeure delays not to exceed 180 days), Grantee shall have made a minimum of $5,000,000 of Improvements at the Properties, which result in an increase in the assessed values, as determined by the Denton Central Appraisal District, as contemplated by 2 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 makes it impossible to meet the above-mentioned time restraints. C. A condition of the Grant is that, by December 31, 2016 (subject to force majeure delays not to exceed 180 days), Grantee shall have located a minimum of $15,000,000 of Eligible Based Aircraft on Grantee's Properties, which result in an increase in the assessed values, as determined by the Denton Central Appraisal District, as contemplated by Section I.A.2. 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 time restraints. D. The term "Properties" is defined as Grantee existing facility located at 5007 Airport Road and proposed new facility to be constructed at 4777 Airport Road. E. The term "Improvements" is defined as the construction, renovation and equipping of the Properties 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 Properties owned or controlled by Grantee, excluding land, inventory and supplies. The kind and location of the Improvements is more particularly described in the Application for Grant. F. The term "Eligible Based Aircraft" is defined as newly-based business aircraft located at Grantees Properties at Denton Enterprise Airport upon which ad valorem tax is collected, and not included in the Improvement and Properties Grant assessment and incentive set forth in A.1. G. A condition of the Grant is that the Improvements are constructed and the Properties be used substantially in accordance with the description of the project set forth in the Application for the Grant. H. A condition of the Grant is that throughout the term of the Grant, the 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. I. 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. 3 J. Grantee agrees to comply with all the terms and conditions set forth in this Agreement. 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 GR.ANT A. Subj ect 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 Properties 1. An amount equal to 70% of the difference between: (a) the then current City ad valorem taxes for the Properties and the Improvements, minus, (b) City ad valorem taxes payable for the Properties and the Improvements as of December 31, 2016, and minus any valuation on business personal property currently located at 5007 Airport Road and 4777 Airport Road as of December 31, 2014, (with the resulting payments known as the "Annual Payments"), such Annual Payments to be subject to the terms and conditions provided in this Agreement. 2. An amount equal to 5% of the difference between: (a) the then current City ad valorem taxes for Eligible Based Aircraft, minus, (b) City ad valorem taxes payable for Eligible Based Aircraft as of January 1, 2015, located at 5007 Airport Road or 4777 Airport Road as of January 1, 2015, (with the resulting payments known as the "Annual Payments"), such Annual Payments to be subj ect 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. Annual Grant Payments Terms shall be the following: 1. The Annual Payments for Grant as stated in I.A.1. and I.A.2. shall be for a term of not less than two years and may be increased to a maximum of nine years reflecting Grantee meeting stipulated thresholds of increased valuation solely attributable to Eligible Based Aircraft by specific dates: an increased valuation minimum of $15,000,000 shall be for a term not to exceed four (4) years; an � increased valuation minimum of $50,000,000 shall be for a term not to exceed seven (7) years; an increased valuation minimum of $80,000,000 shall be not for a term to exceed nine (9) 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 Properties (the "Beginning Date"), and, unless sooner terminated as herein provided, shall end after the ninth 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 year. 2. The Annual Payments for Grant on Eligible Based Aircraft as stated in I.A.2. shall be for a term reflecting the increased valuation amount. An increased valuation minimum of $15,000,000 shall be for a term not to exceed four (4) years; an increased valuation minimum of $50,000,000 shall be for a term not to exceed seven (7) years; an increased valuation minimum of $80,000,000 shall be not for a term to exceed nine (9) 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 lst of the year following the calendar year in which a certificate of occupancy is issued by the City for the Properties (the "Beginning Date"), and, unless sooner terminated as herein provided, shall end after the respective achieved increased valuation term's fourth, seventh, or ninth 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 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 information shall include, without limitation, an inventory listing the kind, number, and location of and the total investment value of all Improvements to the Properties, including the value of all aircraft, buildings and other structures and permanent improvements installed, renovated, repaired or located on the Properties. An annual rendering of all business personal property shall be included. E 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 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. 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 further 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: BAM Denton Management Ventures, LLC R. Damon Ward, CEO 5007 Airport Road Denton, Texas 76207 CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 VIII. CITY COUNCIL AUTHORIZATION �"l�ri� �h�r�����s���l i� ���atl�c��°���.,c� %y 1:1°r� �'it� ("cwr�r�c:a�U �zt il:�; �����tii�� ��� ����:, ��_.. c��� c��m ._ ����� , �'� ] �, ����t����a�irir���, tl�� (:,"ii� P'��r�a���� t�r �����,al� �;l�i,� �.�¢•��.t�a�rri �r� �.��.���tl:l"c.��°���t� �`�1�. IX. BOARD OF DIRECTORS AUTHORIZATION BAM Denton Management Ventures, LLC represents that this Agreement is entered into by BAM Denton Management Ventures, LLC pursuant to authority granted by its Board of Directors to its CEO. A certificate of an authorized officer of Denton Aviation Holdings, LLC, parent company of BAM Denton Management Ventures, 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 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. 7 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 BAM Denton Management Ventures, LLC, 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 matters reasonably requested by the party(ies) to receive the certificates. XII. BAM DENTON MANAGEMENT VENTURES, 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. 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. XVI. EFFECTIVE DATE This Agreement is effective as of the �,��,��ay of �° ����� _, 2015. CITY OF DENTON,�.�� ��.� �, �„� � �..n.�..mrv,� � � ��� � � ��� �� BY �� ..���� � �� � ,,� � �. �� ":�� :?RCr, � C. �:"���'"1�i�I��,� _. ..,,� ATTEST: JENNIFER WALTERS, CITY SECRETARY "�� � BY:__ _ �� �' � �.�� _ APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY , �..��mm�.��„���...fl�� _.��� _ . � BY � ��� "� � �� �'. ,�,.� � �''�,..w .::. r,„�';, ..... . ,.�;��" �� � � ....... ........ � �� STATE OF TEXAS COUNTY OF DENTON CITY MANAGER BAM DENTON MANANAGEMENT VENTURES,LLC a Texas limited liability company .....�. �d_�����.���.��w war� w�.�._ k�, BY: � ... R. D�..... _� .,. amon ' � ard, CEO ACKNOWLEDGMENTS E ��`����� ������� � Econo�mic evelopment Program Agreement was executed before � I�+� �" ���, ' � D me on ��� "� ���� ���' .,.. ��� �� �"� ....��������������....,���.��,��..eeeeeeeeeee._�� 2015 by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said municipal corporation. �, � W ��� _ �� a��,. � �M � Wm o �. w nund ���i� � ���.:� � � � Notar � ...._._ � N�� �; "`°"° ��"'� ��� ���������� y Public in and for the y �����my � ������� o w������� am� ��x<.� � ' � ���� �� ��ky ��o��m���B�x�Na��q ������m��� State Of TeXaS ,�"�,'��"'yM��` ������ ��"u ����' � ���Y�S7� tix ������ , o...�.��. ,�,.�_.,„ � _.� .....� . �� STATE OF TEXAS COUNTY OF DENTON The foregoing �:���a�cr:i��i� Development Program Agreement was executed before me on the � day of �� � 2015 by R. Damon Ward, CEO of BAM DENTON MANAG��,���; '1" VENTURES, LLC, a Texas limited liability company, on behalf of said LLC. � , � �..�.� _�IT_� , � �� , �w��r,� �.� ' �. �„.� m _ . _ „�,. _�e .. . .., �. .,��m ��,�'�"����"��, M. C. 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IMI.dPNIC'D��� d�B�9 9P� i', 0[i,hrA.""r �X�ll�)�t l� Y df UCFrtOH L �OS, OAOC 916 :EO RCGdi05, N GOUNM, f(X�19 ��1ahS'u WNd�4 L"kw � 75t7T �sror ��L THtT CFRTNN 1RHC1 OR VARCEL Of UWO �YING ANO BlMVCi 61TUAT2D IN iH� W, NEIL SUHVlY AOS7RAGT NUMHP.R o10. CITV Of DENTON, pENTON GOl1MY, SEl1A6� AHp 6EIN0 A PAFT OF A TRACT pC9CRIBC0IN A OECDTO TME CIYY OP f7ENTtlN. RECOppEpINVOLUME 305, PA02 210, OEED REROfiOB, DENTON COUNTY, TEXw.b. ANO BEINO MORE PAAT�CUUIRLY DE6CRIUHD AB fOLLOWE: COMMENCIN6 At A FOUNO IRON PIN AT TH! NORTHUBT OORNCR OF l07 I, OLOCH 1, SOVTFI�ABT AIRPORT AOOITION, AN ADOITION YO T?! CI1Y Or �ENTON.I1211TON ' CWHtt. T@XAS, ACGOAOINQ TO TH� P1,�7 THEREOF RECORO@D IN CABiNET tl. PAOE t7S, pLAT RECqAD6, DENTON COUNTY,TEXAS; TH6110E NORTH E9 CEtlREE36t1MINUYEB YI 8EC[NJ08 VN!6T1MTW 7H2 NtlRYFI LiN! Of RAID LOT I. A DISTANCE 01 IOO.AT PE�Y TO A FOUM3 If21NCH IRCN PIN. TH6NCb NOfiYH 00 pERF6B6 01 MINUTEB Ot BECONDB 1NEBT. A 016TANCE CI' 101 00 FpET TqA 1R INCH IRON PW FOUNII AT i}tE POMlT OF BEOINNING Of TME HHREIN OG�CFUE�d tMGT; THEHCE NOIiTH 00 OEOfiEZe QI MlM1T!'9 02 sCCON63 WE3T, A OJSTANCH Of 405.2� FElT TOA SET 1f21MCH IRON PIN WIYH A YELLOWPIABlIC CAP 6TAMPEO 'METROPL�1(1M9': THHNCk BOUTH 4o DFQF7EE& 23 MMrUTEB 21 6ECON06 EA6T. A 1]I6"fANC6 OR 1912� F�Ef TO A FENCE GORNER P�3i; THENCE 60UTH 2D UEG(IE6B IB A/UNJTEB 218ECOND3 EA3T. A DIS7At,7CE Of 12 46 fEET TO A'FENC� CORNHFI P08T: Tf{ENCE NQRTH �0 aE4R@He �b MINUTES ef19ECON08 EAAT. A 01BTANCC OP 12.S1 f EHT TO A FENCE CORN�R P08'f; 7HENC� 50UTH EY DEORL�lS 1] IWNUTE6/1 SCCONDS EAST, A 016TAHCE OF 6 28 PHCT TO A BEt 1fi VHCH IRON PW WffH A YELLOW P�ABTIC CAP BiAMPEO 'METROPIkX IBID'; TNQNCE SOUfH I10 DEOREE8 01 MINUTE60i BECdJ0.S EA6T, A �ISTAIJCE OF �09,]0 FEEi TO A POl1ND 1f21NCH IRON PIN; • THENCE NORTM 69 OEOREE9 5! MIhUTEe 719�CANC9 W[81 NATH THE SOUTH �INE QI'7MCMERlINOC3CRIqCDTMCT,A0ISYANCEOf 210.00�EBT fOTHCPqNTOF OflCINNINO hN0 CONiAININC IN AI,I 1.017 ACREBOF IAND; NO7E6: OME • DEMTON M�NICIPAI ELEC) KIC TWS OURVEY WA9 MAOE LNINOUT iHC EEN�PIi OP A TRI� GOMMITMFNT, ThllH! MAY BE 6ETNACN9 oP EABeMENTB AFF6G1lNG THE 7'iUBJEGT PROPER'tY NOT BrWNM I IEREON. BEAflIN06 BA&ED ON GP8 QABERVATIONB DAT@D MAFCN ZS, 2005, dv p�r�rbditro�k,Ckv�7�rr�N s�rrda,�, �r�k�wr�a�d�a�ru�'Y �c� �re^6a�r��V a�rkr�� �•9G`, �+�r�,�� pCT'E'R�YFYRP���� "C�ti�p!�; �U'��alCb� �d°" eM�"a�0bC1l�AT�Ci� 9{l���"�1+FS �'ftiT G�t�l w^�lkN2 c��s;w;u.r�M,nth�0 AB tlroda�M�KV �iW I°aAM �k1� CC:hN�AkpM4V'f "a'•f���'1, r�.J��C� ^4C�t��C,��"itr C, t��aTV"�lrk�At�;i`0 )0, 1��'N4���, �J?� �4Uf�4'�i:YCi�f'a !t"r'�PkS 1�'l4iMUR,fir'Ik:4.1^ TCi Y�i:"C'L''��N�°� �"hqC25 ��.9�C?F,N ,�U'I�� BUCNCYQf19 G�RTIMICAYC 1, 9RAD Q. BH4.7QN, 00 HER26Y CEPTIIV THAT A BURVEY WAS MAOH ON TIIE 6ROUND TFM6 6N �hY QF 1M17CH, 200T Of Thlfi PROPfiRTY DGICAIYiD MER60NIWD TNCR@ AHC NO C'�'tl��Yd�q, Cd �F��tl�.hCSixA�9k�7"f �,. PR07fiU610NB, OR OVERLHPPINO OP NV,II�ft�,��u�@�'S '� �°�, G�,�'ilb" 'X^4&,�'NbiMiN".�"'G�6G�W, ��� � ........,,��.....�.. �� r r .� � � � � ra u � ���� �q"��M�,� ���i�r�a���zr�ar���aac�,�a.ukanumrsYOra ,��w.��,'"�� bTAT! OP TE1cA8 N0. 5a5� '"t �,,^^w"� ��",�""��" �, +�,� �> a i�M"����6 a. t�k„y"�,m�,�',6 ��A. a "4"'c ,, ��,� �'�, �� w������ ����p�r+�'� _..._ _. � 1,947 ACRES OUT OF TFiE W. NF.IL SURVFY, �ys����� 2014 Tax Ahatcm�nt Policy EXHIBIT B Ci of Denton Incentive A lication pp City of Denton Department of Ecoiiomic Developnient Denton, Texas 76201 (940) 349-7776 (940) 349-8596 FAX www. cityofdenton. com Airnee, Bissett(a�citvofdenton. com Page 11 of' 18 2014 Tax Abateinent Policy � INCENTIVE APPLICATION CITY OF DENTON, TEXA.S ..��°���a����;���.���w�xs�a��l��[�.1��a��ns_1�r4���a:����aa��t.."��r���p.c�:�e��'�C.im".�.�.���._ ..� .....�. ..� . �...�._.� �.....,�...._. �.�, , k ° z �tl . � X . k� " "* . .�����p��r�b�.rt��.�����,�.��F��a.A�:��..f��t°��a���as;d�.t������.���a��ro�..�1:1����^��..������.�J�����.d��.�,��.� �m.�.�._.�.�. ����.�.�.�,��.._. .�i���i.�.i�:���„..����G�����:._����a�?.i�a��s�a°�.����������.��M�1"�.._��°���S�.L.�.�_�.�.�_Y�� .�.�_ _.....�� .. ..._., ���_.� .� �Website;, v�rww _b�asi�n,ess�-„a�r �,�r��... .W _. _ .� �..._ _�..�__�.�...mm. �� ,_.�_.�_..._ �._m�... ..... � � .......m. ..... na�n Ward _u...� ��.r.� _���_�....._.,,___...��_ .:._.m__��.�_.......� .....m ._.�_.� ......_�_._ . Contact I'���a�a, l�a , Title; CEO ,..m.�� _ .., ..... � � ..�._—�......_ ..._.__—... ..�,_' ......m.__���.m Mailin� Address: 500? Aii�ort Rdr Denton TX 7 2 � ��"� I� Bb���.�.m � .ee�. __ � �� w�. �_ � �. �.�_ — ... �.� .�. �r�a��e:940-898 1200 w mm ,��w„wm_� mMF FaxNo 940-382-5602 _.a���._...� — _.... �._. ...— � � Email Address: dward(cr�,business-air.com 2, Provide a chronolo�y of plant openin�s, closin� and relocations over tlie �ast 15 years. .�...1�;C�i�:��i��ati_�rl�����.a.ax�.�,ai i�c:s��e��,.�%..f.����p��aa����l.�c�9�e-,� �i.,�"?�1��.�ci..la�„�.�.�.���ix.�.��.to��a�ci�a,�_.. since tliat time. Provide a record of inergers and financia] restructuring during the past 15 years, —�t�Qr.�a1's� '����U�.1.4-d�l-�p�I��t�ka�a-�i4��a:°.ca��:�t:-�.�tu�c.s�-L,��la�ui-�-.�s��j�ad-�tra�lcltic}ld�:a'-c��«sa��iA�is�la--- ,mm Plateau, V+.aat�artws,..LLC...,of Bend �OR becomin�the 95%...shar�halder. _......w_ �._. .._ ..� ,........ �..... 4, Will the occupants of the project be owner or lessee? If lessee, are occupancy commitments already existing? Occupants will be corporate aircraft under hangar lease. �����Is������the pro"�ect a re�ocation ot exis �' g����i�ity or a� new 1�r����� � y��"� tin fac' iCit°y fo�expand operaiions"P it relc>� ��lic���, give current location. This is a new facility. `Il�;in e�ist�n}; �enCOri C�usi�acs.s,..�vi C��kt���.�V resu i��m�i�iei�cliiniiietilol e�istui�; �"nril�tyy It 's"'o, t��c w�'e�E�i�. c�6"'"��ia _ existing facility will be subtracted from the value of lhe new facility to arrive at total project value. Page 12 of 18 20141'ax Abatement Policy This will be totally new construction and there will be no abandonment. 7. Property Description. �����Attach a copy offh�e�Ye al descri tion �i�;�t�rEin � ro ����' s a ��� ��� �� ������� � �� ������ ��������� �._. . .._� _. �...�.� � .e s metc.... . g p g p p rty nd bounds, mm�mm�Attachumap ofproject'includingal] roadways, land use and zoning within 50Q�feet ofsite,u��mmmmm���W �ITmIT�mmm�mm� 8. Current Value. � Attach copy of latest pro e�tax state ��� w� �W p rty ment from the Denton County CentraC Appraisa District Include both real (land and improvements) and personal property), 9, �t�c�r�r���e� Value/Estimated Total Cost �'� ���°+��ect, ._ .............� .............�_�_ _.....�_.�_ Structures $ $1.5 Million Q Site Development $ Personal Property � $ $1.5 Million � Other Improvements � 10. ��l�i�i�:��� ercent �d lax �,x��a��a����ri and ���tr��il���4 ��' ears a't���a�e�,���.�.��m_�..�� �.. . .m� .. .... �...... � _ ...._._�,_ p y � i. .�.��.m � .n�..— �_� .._�_—, Perceut Years Requested Requested��� ��. ,.� �..��� �...�..._,.�„�,����.�...m.�, � � � �� ..�.�.e.._ �.m_.— . ,. .____ _�. List any other financial incentives this project will request/receive �'�.�4zr��<���:s9 Freeport 1;��;��^����icmz� ..�.�m, �.�.__�___ --._ �������� I�1���G�w°i� Utiliry �t��e����x��i�wl �;�cw��;Y���g������z��t: �.ie��� � Estimated Wt�t���1''�"astewater Infrastructure �:�:;a�Ca�a�� I "� �...._� _ �'lr���t�zM 380 I�bc�r�tav�� ] 1. �Give a brief descripCion of the actiWvities to be performed at thisITl�ocalior�, in�luding a descri��ti�n c�1"products to �� � be produced and/or services to be provided. .�.�i�l��am���n����c stc�d-���c f<�c�ii�.C�y ���16 8;�� c�:�a�1 t�a ��9�rw�a� �a�c� ti��;�p���� f��� c,�rr����p�c� t��t�a��d�_��� Cr� ta����ti.��t�c� �rpa�m��tc .. V"aci��°a a��ti .la� ati�t�wa ��ttk�e �� �'��I,�����at� t���.d���v,�;�ca���aNb�..��a�sg�a�ss �z���N �krw� l�,ti�c ��4 qlr�...r���ra�rtl����� B�«u�� �t:��-6as��� ..... �. W ��y ���� ww ��; _� 5 million to $10 million per should allow the addition ofw10 ��ar��azx�t� atrcraft with their values ���� i�� from $1. �m _ mmm_n �_ .� � � d at KDTO for ttae aircraft. In addtt�on to th� han ar we will be purchasin�a cor�orate aircrafl to be base„ _ n _ _ exclusive use of nrovidin� air taxi service to the area as at our current level of business we have more demand than capacity, 12. Describe any off site infrastructure requirements; » Water � Wastev�- Page 13 of 18 2614 Tax Abatement Policy � Streets ' �dll7� *" �]el' 13, Project Operation Phase, Provide employment information for the number of years incentive is requested. .�_m�._...�__�. .�..._ � _�_.......�_,�, ��..� ...�. _� A�.��. ,._........ ...... t Project Existing Start Date At Term of Employment I.nformatiou Operation (mo/yr) Incentive (if applicable) / A.��Total r�ka���I�.r���' of ermane._..�._�..�.�.�.. _u_e. . .�....�_. r.� �...�.. �� .. _.w....... ..._ _.� ..� ...,�� � .,_�.�._ �����p����� nt, full-time jobs �B. Employees4��ad��9��°����i from..�..� ..�._ �.._.�__. .�.���.�m��� ......_.. ��. �.,�...._ _.. _......._._... .�� ....,. outside Denton �.C. Net..m.mermanent full-tim���.....: _ .....� __�� �.�._..�.�.�—. � �....�.� ..� . _ _..�.w.....�.�_.._ _ _�...._. p m���mITe�obs (A. mmus B.) � E. �otal annual payrol] for�all permane������������� ����������� ������������ ������� ����.��_ _. T nt, full-time jobs (A.) F. Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility, Provide average wage for each category. __�..�. � _�...�,��..�.� .�.__.��.e..��.� �.�._ �...�m ..w.,., � � _ 1�x�,�c�,���� ���cr a��s����a�a.Mt�f ��rort��mi�t+� �:i�c.�,t �,va�,i,..�-r��c.�<��� Page 14 of 18 2014 °I'ax Abatcmefit Policy H. Estimate annua] utility usage for project: Electric kWh Water �P ..�_^ mci �a'astewater gpd Gas y �W�� m e City of Denton as a result of this project (e.g., sales tax rcvenue or �� 14, � Describe an other direct benefits to fh������� � project elements identified in Tax Abatement Policy, Section TII). Local contractor, Links Construction, LLC is the proposed vendor for construction. 15. Is property zoned appropriately7 ._�..�,.��..Y�S Current Zoning, YES Zoning Required for proposed project. NO _......� w�......._ .�.�..�. � .��. .�........M��.���..� �._... ....�..� Anticipated Variances. � NONE 16. Is property platted? Yes � �.� ...� � ._._�...�..,e._.. _ _.._ �_... �.. �.�....... �.�,�,.� _...�� �,� . .�....� _,_,..�__._...�� .,.. - ,�..�._.� ,.,..._� Will replatting be necessary Yes N 17, Discuss any environmental impacts created by the project. ���� ��������� � "� ������ A.� List any permits for which applicant must ap �� 1 A licant�will be re u�red to rovide Cit ������� ��������� p Y,���"pp q' p y with copies of all appJications for environmental permits upon complelion of application(s), NONE �B, Provi e record o complianee to all��enviroronenta�l����� � ������������� ��� � � ���������� ���� ���� �� ��������� �� �� �������� regulations tor f e past five years, ,��N/A_.� ...................m � �...._ ._.�....a...e.e..��_.m� �,_......�.�........... �. 18, �Provide s ecific detail of au ����sia��,s�c�lr•��N�i�,��rt� that will be �ii� �1�rc�� and assistance that w�ll bmmm ITmmm� �-_ p " y � �e availaUle from the requesting compa�iy. NONE 19, Provide description of any historically significant atea u�r�t�d�� wid�in the project's area as �i�,t�a��nu�7ec� � � _ _ __ ___ _ __ __. ....�..__...__._._. _ . ��� by the Historic preservation Officer. If any, give detail of how the historically significant area will be preserved. Page 15 of 18 2014 Tax Abatcment Policy 20, �Justification for In �- ��mm� centive Request: Substantiate and more fully describe the justification for this request, Include the amount of the incentive requested and show how it will contribute to the financial viability of the project, Submit attachments if necessary, � Support of this project wil] serve as a multiplier %r the growth of tax base. � The facili � ��� ������� �� ��� ��������������������� • ty will act as a catalyst to �� entice corporations to move and base their aircrait to Denton. The corporate charter aircraft will provide much �.��.�....����.�...__�....���.�..��..� da._._ _...�.�.� u��...��_.._.....�. �w���.�v,...�__ �,��_���_�.�....�.�__ needed air taxi lift in support of the community and surrounding area. 21, List additional abatement factors to be considered for this project as outlined on pages 3 and 4 of the Incentive Policy. �Occu ias buildin vacant for at least 2 ears mm��� mmm����� W mm��� p g y ���{ L�������rc�s� of materials to public Project creates high-skilled, high-paying jobs N � Improvements to Downtown Significant relationship with universities 25% of new 'obs filled b......�........ �_ ............................ � y Denton res�dents 25% local contractors to be utilized � 25% of jobs are knowledge-based of significant public art Project forms business park International or national head � quarters Medical manufacturing or research facility Environmentally sustainable ra ������ p ctices used Renewable Energy generated/stored/utili�"�mmm� �T� zed . 22. ��a"�a����Co��ti�n�lmr�� �.u.ro�r:oAttacl� a copy��"the att s hzad���cp�aro�n�of �1 sta ement or,oaa the a.... ..._.�...m,�_��.�__ ..............�._ tY pp tY t � se c�i"a new project, a business plan. 23 Does the project have an eligible environmentally:��a����ia���t�Ce or renewab'lc� energy component �id"so, �a]c�Q���* identify type and provide a brief description)7 24, �LLApPlicants 5e�kita�; l,Ei:D cei�kiticatia�7 must cam�lete tJ�e G�i�ecn f3i�ildii� . APlilicaUon fc�rm ���. _�.... .... g Tax f1.l�atement (Exhibit B of the policy), Page 16 of 18 2014 Tax Abatemen� Policy COMPLETE THIS SECTION IF REQUESTTNG ADDITIONAL INCENTIVE BASED ON LEED CERTIFICATION CONSTRUGTION 1. Property Owner Company or Project Name Mailing Address .,,�,�...�.__.�.���.�..�.�.� �_..,.��.,..�.,�a.. .��_�...��_�� � .W� .�. Website �������� ����,� Title Mailing Address Email ���x°��� ' n that the pro ect has been re istered with the U.S„rGreen Buil �� � m���W�� �W W Prov�de documentatio���� � g ding Council. .... �_�. �. w�.�_..�a.�_ .....��� �. � �.�,na.�� �..�., ._..� � � 4, Provide a descr�ption of the project � lease include the building size, number of occupants an� ���� � �p � d estimated budget). d�t��a�k� ����r��lro���i��ati�y^ �.���ic���wNbip �a� l,xi��°�� ����L� �t�+anro��m°�¢x��,w�t���6)����;,ra ��i,-^;1.��) ��������r¢�illu�,tial�.s�� �1n�..�...� �. project will achieve the LEED certification. Level of Certification: ������ �������� � ��������� ��������� � ..� .... ...,..m.e. ... _ ,.. � �.._....� .W � W_.....e.�� � ��Number of Points,� ���µ��„� Page 17 of 18 2014 Tax Abatcmcnt Policy This Incentive Application is submitted with the acknowledgementthat additional information may be required. �...� w�......w,._.._m. �....._......�.._ .� �� __ _._._._ �...__. Autl�orized Signature ����� ; Page 18 of 18 Exhibit C CERTIFICATE OF AUTHORITY OF OFFICER BAM DENTON MANAGEMENT VENTURES, LLC I, Gene Buccola, CEO of Denton Aviation Holdings, LLC, a Washington limited liability company ("Aviation Holdings"), hereby certify: 1. I am the duly elected, qualified and acting CEO of Aviation Holdings as of the date hereof. 2. Aviation Holdings is the 100% member of BAM Denton Management Ventures, LLC, a Texas limited liability company, dba Business Air ("Business Air"). 3. R. Damon Ward, the CEO of Business Air, has full power and authority to execute and deliver on behalf of Business Air that certain Economic Development Program Grant Agreement to be made and entered into as of the effective date provided for therein by Business Air and the City of Denton, a Texas municipal corporation, for the purposes and considerations stated therein. IN WITNESS WHEREOF, the undersigned has executed this Certificate this lst day of April, 2015 �.�.��y�...w� .,,��� . � � ..�.�. �.�.� �a.��m�.,,„ �" ��,�, .__..._ ......................................................... Gene Buccola� � CEO Denton Aviation Holdings, LLC