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18-1065�' � ' � i �• , ' •' � � � ''' • � � # ! *' � ' � " : � � � *. . ., � ' �� ,,,,. � � ��.,. �� R ... � �.' �\ � �� . � � '�. ��... � � ......... I ' ......., #��. � � ........ , f� ', � ��: .. � ,: ♦ ♦ ... ., �.... � � ,.� �.. � . �: � �' � � ........ � ��... , � �� '�. �. � ��... � �' ��,,,. ,'� . # � �. , ; . . •,• R � •• • • �•�•� . �1 . ' '. • # . � . . ��' � • . � # , : . �• . � . � �.: . �,. , � ..# � � �� • . -� - �� 1 .+- ' , �. . . .� �� - � � . . . .��• ! , .� � � � . � � . � w �. • . .��• - . � ,. �. � . � . � #�' ' . � • c . . � " . - 1 _ � � . i! . . � � i � . ! / ' . � #' . .l " �� # ' � " ' �'' r� ' ��i� •'� ' ' . 1 � # _ . + � . . � ., � � • . !' , � " � , • ♦' f' ' . • � " ' * � • � . • . . • � ! ♦ . # �,. � �' . E � �• � • . � . # �/ � � a . �, � �, � :* , ; � -� • ' � ., *.� � ., * '� �' � . �+ ' • �!'• � � ♦ • . • / • •' � �. . . . ! +' .. . �� . ♦' 1 1 i � i . .w�• '• � �' �' � i � • . # . ., � � : # � � � . . . � !; WHEREAS, City and USCS have negotiated a Chapter 380 Economic Development Agreement to reflect the terms of the incentive, a copy of which is attached hereto and made a part hereof by reference (the "Agreement"); and ' � '�� - w � -� � • � - � . . • • . - � � - • . . # � . . � �- . � . � . . � . - • •r• -� � . . • � �-� # .. .. -. - . w - • - - . • � � � ; * _ , + .. . � � � . . � � �- - �� . ,� - . • . �' � - . . . • �- w � . • � - , r . - � �- -�� - • r� . �• - _ � _ _. �. .� . . �- .• - �:1 �� . . , t .� r wr # ' *' # ! • � • . . ., � * . � .. � � ' ' �� .; � � • �� .� _� ' • �'. • '�� • � �'� + �-� , �. * � � .� # . �*� � � � . - SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement attached hereto 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 The motion to approve this ordinance was made by ��"� ��,� �� ,-�� r''�°��"��;� pproved by he following �� - ��-�� the ordinance was ��w��,��.1 and Y �� ote�-�: Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2 Don Duff, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul meltzer, At Large Place 6: Aye ✓ ✓ ✓ ✓ � Nay ✓ Abstain Absent J PASSED AND APPROVED this the _�',��_�"�:� day of �,,%Gfi�f ,,m , 2018. �� a�� ,� aµ �� .: �. �� .,�...... .m_._..... ............... ..... CHRIS ATTS, ��1YOR ATTEST: JENNIFER WALTERS, CITY SECRETARY � BY: , .�� .��...�� "�� , ��_ ��.�� APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY A �.'"+"�� BY: -- - . ---- _ "��". ,.�... � __.'�. _�.�_ .�._�°,�" Page 2 � . .�, � , � � � � � , • i I � � � �;+. . � �� - ; 1� � 1�' � ^' • • . �� _ � +, , _ _ . K�� - _ . � •� . • _ _ -� r , �, . . _ . �. - � � �'-� � . � �- �-� �- � � -� . - � r ' � ,,. . . - , -� '. • � r : �f -� `1 �1 r 1- 1 i- ' : ` + - - .� _, . � , . � �-i ♦� . -,: �. � �� .�� - r� ` . .. , .. � � w- �� . � .; � • , �# , - �. � '. � � . .-� . . �• � • ,: � 1 . ► - �. .: � - . ,, . +!-�, � _ ��-_ t . • . � _ ,; � � ,- �, . ,� r-• • � , . -� �- - � . � � w �• . -. . - • - - , +' � ' �.• + � � • . - - i ' � • : � � A , . . ' . • � � ' . - . - .�• r , , �R1 w . - w� � � � . _ +, � � -- � • � �- � -r � .+- � _ . ��• , � �r - • , � . - � - - - • . • . •�' .� ,' - - • ..r w . - '� '' � �: • � '.�� • - . • � - - .�� . - � '' •• � - . -- •. �- ��' � . . . • � . . r ' ' _ � , r� - •� � - � _ . � . � � � - ♦ . - � • �'- - �• �- . � . ,, i+ r - . � �� . • ' ^ � ,;� .� - :1 � - - , � „', � . , ��- �- � . � � . � . • - . � ; 1 , �' ' ' � t ,�� . � 1 : r, -- � , -� . .�ri . � � - ��s � � �� • . -� - � �. �_ �� '{- ' ��_ � � �`�� w -�s�� - � � r �- - �i - -� ' • . � - . .� . . , �. . . � . • � �� • - _ . - � � •-� , � �' ` � '.�► '� � -�: - t� � • i _ ,� � _ � �� - - �� - '. - � � :r,; � )' ��,. • . �'�,� . ' � i''- � '� � . ' �.'- • . � i . , ►. � v �, : ,; , ,�� .,� � . � + � . , � r- �' ��, r w r - '' � - + ' � . � r; , r : � � �,.. �+ _ �i_ . , ._ . � .'i . • - •� � - - . � � •[�-� ,�� -� � - �` . ' � ' ' ' � � _ �- . • • � �- .� • � � � ' " � 1 ' �. � � + r ' ': , , � .. �� .... . J . ... � ,.. . ' ' �'�,. � � ' ` • � ' � w �� .... � _" • ..�1�' .: ' �' � - .., . � !'1 ' � �. ' !' .� - . 11� f' ' ..i � • .. � l•: � � �•.. ' � �' � � ' � ' • ♦` ', ' 1 ' � 1 ' � ' � �' ' _ , f , ' � ' ' . � � � ! ♦ USCS Economic DevelopmentAgreement Page 1 of 21 Agreemexat, will promote economic development, increase employment, and stimulate business and commercial activity within the Ciry for the benefit of the public and therefore meets the requirements uzxdez the Act; and NOW, THEREFORE, in consideration of the foregoing, and on the ternns and conditions hereinafter set forth, and other valuable consideration the receipt and suff'iciency of which are he�raby acknowledged, the parties agrae as follows: I. DEFINITIONS "Act" has the meaning set forth in the recitals of this Agreeznent. "Agreement" has the meaning set forth in the introductory paragraph of this Agreernent. "Certificata of Occupancy" means a Certificate issued by the City's Building Off'zcial for the use of a building, structure oz land, when it is determimed by the Building Official that the building, struct�ue or proposed land use complies with the provisions of all applicable Codes of the City pursuant to the Denton Devalopment Code Subchapter 23-5, and shall not include a"temporary" Certit�cate of Occupancy if used by the Building Official, who is authorized to issue a temporary Certificate of Occupancy before completion of the entire work covered by the permit and set a time period dwcing wluch the temporary Certificate of Occupancy is valid, pursuant to 2012 International Building Code. "City" ha,s the meaning set forth in the introductory pa�ra�raph of this Agreement. "Comptroller" means the Comptroller of Public Accounts of the State of Texas. "Construction Materials" has the meaning set forth in para�aph III.A. of this Agi�eement. "Distxict" means Denton Central Appraisal District. "EDP board" has the meaz�ing set forth in the recitals of this Agreement. "Force Majeure" means when because of flood, fire, explosions, civil disturbances, strikes, waz, acts of God, or oiher causes beyond the control of either party, either party is not able to perform any ox all of its obligations under this Agreement. "Grant" has the rrzeauing set forth in paragraph III.A. of this Agreement. "Crrant Application" has the meaning set forth in the recitals of this Agreemant. "Grantee" has the xneaning set forth in the infxoductory paragraph of this Agreement. U,SC.S Economic Developrrreni Agreement Page 2 of 21 "Improvements" means tk�at portion of the Project that is a new 215,800± square foot distribution center with 6 million± cubic feet of refrigerated storage aud the tangible personal property an,d equipment to be housed in said facility for its operation. "Job" ixa,eans a position held by an employee of Grantee working in the Project at least 2,080 hours pex year, including vacation days, sick days or leave as authorized by Owner's personnel policies, and is paid a straight average hourly wage of at least $12.58 per hour, excluding the cost of health insurance and retirement benefits; which minimum average hourly wage zs 95% of the wage r�presented by Grantee in the Grant Application. "Open Records Act" has the meaning set forth in paragraph VI.Q, of this Agreement. "Opimon Request" has the meaning set forth in paragraph VI.Q. of this Agreement. "Policy" has the meaning set forth in the recitals of this Agreement. "Project" laas the meaning set forth in the recitals of this Agreement and includes the Tmprovements. "Propert�' has the meaning set forth in the recitals of this Agreernent. "Request for Grant Payment" has the rneaning set forth in paragraph ITT.B. of this Agreement. "Required Completion Date" has the meaning set forth in paragraph II.D. of this Agreement. "Required Job Creation" has the meaning set forth in paragraph II.E. of this Agreernent. "Required Valuation" has the meaning set forth in paragraph II.F. of this Agreement. "Sa1es and Use Tax(es)" means the 1% general rnunicipal sales and use taxes imposed by the City pursuant to Section 321.103(a) oi Texas Tax Code and the 0.5% additional murricipal sales and use tax iniposed by the City from property tax reduction pursuant to Section 321.103(b) of the Texas Tax Code. "Texas Direct Payment Permit" naeans a permit issued by the Compt�oller allowing payment of Sales and Use Taxes directly to the Comptroller, instead ofthe seller collecting the Sales and Use Taxes, as authorized by Texas Adm.inistrative Code, Title 34, Chapter 3, Subchapter O, Rule Section 3.288, which is received by filing a qualifying Texas Application for Direct Payment Permit, Form AP-101 of the Comptroller. "Texas Direct Payment Return" means Form 01-119 of the Comptroller used for reporting az�d paying Sales and Use Taxes directly to the Comptroller under a Texas Direct Payment Permit, or other form used for this purpose that may be required by the Comptroller in the future. USCSEconomic Development.4greement Page 3 of 21 II. GRANT CONDITIONS A. Crrantee covenants and agrees with the City that the City's obligations under this Agreement are subject to the fulfillment of the Gxantee's obligations under this Agreexnent, and Grantee hereby agrees to perform and comply in all material respects to the terms, conditions, and provisions of this Agreement and in a11 other ��tx�t�u�� and agreements between Grantee and the City with respect to tlxe financial or other incentives pzovided herein. B. Grantee shall cause the Itnprovements to the Property to be made in substantial compliance with the descniption of the Project as set forth in the Grant Application. The City expressly is not obligated :in any way to payment of costs and fees for the Improvements and is only agreeing to payments as stated herein. The kind aaad locatzon of the Tmprovements is more particularly described in the Grant Application. For the construction of Improvements, Grantee shall comply wit.�a all applicable City of Denton Code of Ordinances, the City's Policy, Texas Department of Trazzsportation Regulations and any other applicable federal, state, and local law. C. Grantee a�ees to obtain a Texas Direct Payment Pernut prior to purchasing axxy Coz�strv.ction Materials grantee wants to include in the grant, as defined below, and to thereafter pay Sales and Use Taxes using Texas Direct Payment Returns. Grantee shall only enter into "separated contracts, and not "Iump-sum contracts", as those terms are defined in Texas Administrative Code, Title 34, Chapter 3, Subchapter O, Rule Section 3.291(a)(3) and (13), for construction ofthe Improvements. D. As a condition precedent to the City makiz�g azay Grant paymeni to Grantee, Grantee shall receive a Certificate of Occupancy for the Improvements no later than December 31, 2020 (the `��.�pu�r�� l:c�txa �� ,�o�a,l,l��"), subjectto force majeure delays as outlined in paxagraph VI.B herein. E. As reflected in the Grant Application, the Project is expected to bring a minimum of 67 new Jobs over a three-year period. The Grant Application reflects that 44 Jobs will be created in the first year of operations and 23 Jobs will be created in the third year of operations. As a condition precedent to the City making any Gxant payznent to the Grantee, Grantee sha11 create 42 Jobs prior to December 31 of the year immediately following the year a Certificate of Occupancy is issued for the Improvements ("��r,�:��a�. �`��a ��`��t��,�r�"), which number is approximately 95% ofthe 44 Jobs represented by Grantee in the Grant Application. F. 'Tk�e parties acknowledge that the Property is currently unimproved land. Grantee estimates in the Grant Application that the total investment for the purchase, renovation and development of the Project shall be at least $34 million �rd that the District's valuation of the Impxovements, including business personal property and excluding laud, upon completion of the Project will be $25 million. As a condition precedent to the City making any Grant payment to the Grantee, the taxable value of the USCSEconomic Develop►ne�ztAgreement Page 4 of 21 Improvements, including business pe�rsonai property and excluding land, must be certified by the District to be at least $23.7 million ("1��c��x�c� "�r'��"), which is 95% of the Grantee's estimation of $25 million in the Grant Application. G. Grantee shall use good faith efforts to hire qualified residents of the City for the Jobs. In conjunction with the initial hiring of personnel for the new Jobs created, the Grantee shall make good faith efforts to offer available existing positions to qualified Denton area residents ovez non-residents who are similarly quali�ed as determined by the Grantee consistent with business needs and its commitment to equal opportunity and subject to all applicable local, state and fedezal employnient laws. Moreover, Grrantee shall use a good faith effort to hire local Denton contractors az�d suppliezs in constructing the Ixz�provezzxents wb�ere qualified and available. H. Grraz�tee represenis and warran.ts that it is duly authorized and existing under U. S. law and State of Texas Iaw and is in good standing under such laws, and registered to do business in the State of Texas. I. The parties acknowledge that the Project is not in an improvement project financed by tax increment bonds. J. Grantee represents and wazxazxts that neither the Property nor any of the Improvements to the Property are owned or leased by any member o£the City Council, nor any member of the City's Pla�ing and Zomng Commission. K. The parties acknowledge and agree that this Agxeexxxent is subject to the rights of holders of outstanding bonds of the City, if any. L. In the event of a.ny conflict betvveen the City's Code of Ordinances and federal, state, or other Iocal zegulations, and this Agreement, such ordinances and/or regulations shall control. M. The City shall have the xight to tez�i�ate the Grant if the Grantee does not occupy the Improveznents continuously for the term of this Agreement for the pwrposes set forth in the Crrant Application. Simultaneously with the execution ofthis Agreement Grrantee shall execute Exhibit "G" to certify no ernployment of undocumented workezs, required by state law for economic development incentives, including grants. The provisions in this Agreement regarding Exhibit "G}" are required by Chapter 2264, Tex, Gov't Code and shall gover$ over any conflicting provisions of this Agreement. Di.uing the tenon of this Agreement, Grantee shall notify City of any complaint brought against Crrantee alleging that Grantee has knor�vingly employed undocumented workers. If Grantee is convicted of a violation of 8 U.S.C. Section 1324(a){� as described in Exhibzt "G", thiis Agreement shall automatically terminate, and recapture of all taxes abated by virtue of this Agreeme:nt shall be made as descxibed in Exhibit "G". USCSEconomicDevelopmentAgreement Page 5 of21 III. GRANT A. Subject to the terms, covenants, and cond'ztions of this Agreement, City agrees to provide economic development program incentives to Grantee in an amount equal to fifty percent (50%) of the Sales and Use Taxes, up to a maximum of Seventy Thousand dollars {$70,000.00), paid by Grantee and actually received by the Ciiy on taxable purchases for items utilized in or incorporated into the construction, development, and furnishing of the Improvements, such items which include, but are not limited to, construction rnaterials, furniture, fixtures, equipment, operational supplies and equipment {collectively, the `"�;��,�i�.��%�p��T��m�r�,��"; the economic development program incentive described in this paragraph III.A hereinafter referred to as the "GranY') as set forth in the Texas Direct Payment Returns submitted by Grantee to the Comptroller and verified by the City's Economic Development and Finance Deparbments; provided however, that City shall z�ot be obligated to pay any portion of the Grant related to Construction Maierials pvrchased for the Improvements after the later of {i) 18d days after the date upon which a Certificate of Occupancy is issued for the Improvements, or (ii) the Required Completion Date. Grantee acknowledges and understands that: (i) the Constxuction Materials aze required by state law to be purchased for Grantee's own use and not resold; and (ii) labor is not taxable, so the contract(s) eniered by Gra.ntee, and desixed by Grantee to be included in the calculation of the Grant amount, must be "separated contracts" rather than "lump- sum contracts" �n order for the Sales and Use Tax to be eligible for payment on Texas Direct Payment Rehxrns AND INCLUDED IN THE Grant calculations. B. As a condition precedent to Grantee receiving the Crrant payrnent, Grantee shall satisfy of all the terms, conditions, requirements and conditions precedent in this Agreexnent no later than eighteen (18) months following the date of issuance of a Certificate of Occupancy by City for the Improvements. Grantee sha11 submit a written Rey,uest for Grant Payment to City within sixty (60) days after the last to occur of: (i) ihe Required Co�npletion Date, (ii) the Required Job Creation, and (iii) the Required Valuation. Crrantee's written request for payment of the Grant ("��_��t ir�r �r�.'�ti .��r��,��") sha11 include: {i) a copy of Grantee's Texas Direct Payment Returns, with evidence of filing and payment of amounts reflected thereon, wlaitch reflect an amount to be included in the calculation of the Grant payment and the total of Grant payment requested; (ii) a completed Certificate of Compliance in the fozm attached hereto as Exhibit "C", including the Job verification information identified in paragraph IV.B.; (iii) evidence that Crrantee is current on ad valorem taxes assessed against the Property, including Improvements; (iv) a copy of the Certi�cate of Occupancy for the Improvements; and (v) a copy of a document from the District reflecting that the taxable value of the Improvements, including business personal property and excluding land, is at least $23.7 million. � C. The parties ag�ree and acknowledge that this Agreement is a revenue shazing agreement �or purposes of Sectiorx 321.3022 of the Texas Tax Code and that the Comptroller is expressly authorized to provide City with information as provided in Section 321,3022 and other applicable law. USCS Economic Development Agreement Page 6 of 2I D. As a condition precedent to Grantee receiving the Grant payment, City must actually receive the Sales and Use Taxes for Construction Materials reflected on Grantee's Texas Direct Payment Return from the Comptroller. The City shall have siucty (60) days from the date of receipt of the Request for Cnant Payment to verify that Grantee has completed and satisfied of a11 the terms, conditions, requirements and conditions precedent to paymezrt in this Agreement, and upon such verification, to pay the Crrant to Crrantee; provided however, if on such 60�" day the City is waiting to receive information from the District or the Comptroller needed for such verification, then said time shall be extended to the 14�' day after receipt of such informaiion. If the City determi.nes that Grantee has not completed and satisfied of a11 the terms, conditions, req,�a��;��aa�s and conditions pxecedent to payment in this Agreement, City sha11 not pay the Grant and shall notify Grantee zn writing of the reason for nonpayment, Grantee shall have fourteen (14) days from the date of such notice of nonpayment to submit additional do�;�a��t��on to City evidencing its qualification to receive the Grant and City shall promptly review the additiona.l do��x��x�t�on and the City's determination shall be final. If at the time the City verifies that Grantee has completed and satisfied of all the terms, conditions, requirements and conditions precedent to payment in this Agreement the City has not received the Sales and Use Taxes for Construction Materials reflected on Grantee's Texas Direct Payment Retum from the Coznptroller, the City may withhold the Crrant payrnent until the 14� day after receipt of such Sales and Use Taxes from the Comptroller. E. The City's obligation to pay the Crrant provided in this Agreement is subj ect to the fulfillment of the General Con,dztion,s set forth in Article II above. F. To the extent an audit or review by the Comptroller results �in arx adj ustznent to the Sales and Use Taxes paid by Granfiee on the Construction Materials, Grantee and City agree to adjust the Grant accordingly to accurately reflect the Sales and Use Tax paid and/or remitted by Grantee for Construction Materials with respect to the Project, subject to the zxxaximum amount of Seve�nty Thousand dollars ($70,000.00) for the Crrant. If an audit res�ults in the City ovving any Sales and Use Taxes received on the Consfiruction Materials back to the Comptroller after the Grant has been paid to the Grantee, Crrantee shall repay City such amount, including any interest ox penalties incurred by City, not later than. the 30�' day after the City sends a notice to Grantee of the amount owed. If Grantee fails to tirraely pay City, the amount due shall then be chatged interest at the rate of six percent (6%). N. RECORDS, AUDITS, AND EVALUATION OF PROJECT A. Grantee shall provide access and authorize i�rxspection of the Property and Project by authorized City representaxives and a11ow sufficient inspection of ftnancial information for the following purposes: (i) of ensuring that the Improvements are made and minimum employrnent thresholds are met according to the specifications an.d conditions of this Agreement; (ii) to ensure Grantee's compliance with the obligations set forth in this Agreexnent; (iii) to determine the existence of a default or bxeach of the terms of this Agreement; (iv) to ensure compliance with conditions preceden.t to making Grant USCS Economic Developmerrt Agreemenf Page 7 of 21 payments; or (v) to determine whether Grantee has paid and/or remitted the Sales and Use Tax upon which the Grant is based, Such inspectzons shall not unreasonably interfere with Grantee's business activities. Such inspections sha11 be in addition to, and not in place of, any inspections required by ordinance fox construction of the Improvements and the like. The financial iz�fortnation shall include, without li�nitation, an inventory listing the kind, number, and location of and the total investment value af all Improvements to the Property, including the value of all buildings and othex structures and permanent improveznents installed, renovated, repaired. or located on the Property. Invoices from vendors for the construction and equippin�g of the Project may also be requested by the City. This paragraph N.A. sha11 survive termination of this Agreement for a period of six (b) months. B. Grantee shall delivex to the City a Certificate of Compliance utilizing the form attached as Exhibit "C" with the Request �oz Gzant Payment and no longer than 18 months following receipt of a Certificate of Occupancy for the Improvements. Said certificate shall reflect all relevaz�t iz�£ozmation required in the Agreement. The form is subject to revision by the City provided that such revision does not materially change Grantee's rights or obligations under this Agxeement. In the Certificate of Compliance, C�ax�tee sha11 warrant to tl�e City that it is in full compliance with each of its obligations under this Agi�eemez�t, includizag the number of newly czeated. Jobs by Grantee. Tn addition, for employees working within the Improvements, Grantee will provide the following with the Certificate of Compliance: (i) Foz�za 941 filed vv�th the Internal Revenue Service for each calendaz year; and (ii) a roster of its employees at the end of each yeax, listing the total number of hours worked by each employee and the raie of pay for each employee dwring that year; however, Grantee may redact its employee identification numbers, social security numbers and othez nonpublic personal information about the employees not necessary to t�� v��µi��cation required hereunder. C. The City is not obligated to make any payments under this Agreement if Grantee fails to timely submit its Certificate of Compliance after receiving written notice of such failuxe from the City and having the opportunity to cure such deficiency within a seven (7) business day period. If the City is unable ta confirm Grantee's compliance for its obligations in the Agreement due to Cnrantee not providing proof of compliance within 18 months from the date of the certificate of occupancy, thez� the payment will be irrevocably lost, � V. COVENENTS OF OWNER AND DEFAULT A. ��aav�� c��" +��.rat��. Grantee covenants and agrees with City that, while this Agreement is in effect, Grantee will comply or cause compliance with the following terms and conditions, which are material terms to this Agreement: Grantee shall timely perform. and comply in all material respects w7ith all terms, conditions, conditions precedent, and provisions set forth in this Agreement; US'CSEconomfcDevelopmentAgreement Page 8 of21 2. Grantee shall timely file all sales tax returns required under Texas law to be filed with the Comptroller, including but not limited to the Texas Direct Payment Retunr�, and timely pay a11 amounts due as reflected on such tax returns; Grantee shall timely pay all ad valorem real or personal property taxes owed to the City; 4. Grantee shall provide accurate and txuthful representations, statements and infonmation in all documentation provided to the City, including hut not limited to Exhibits "A", "B", "C", "D", and "E"; and 5. Gran,tee shall occupy and operate the Improvements in the manner set forth m the Application. �. ��"a�t�' � �'��. In the event that Grantee: (a) ow�s ad valozexzx taxes or S ales and Use Taxes to the City that are delinquent; {b) violates any of the terms at�d conditions of this Agreement; (c) fails to ackueve the Required Completion Date; (d) fails to achieve the Required Job Creation; {e) fails to achieve the Required Valuation; or (e) violates a covenant in par��pi� V.A., above, this Agreement may be terminated by the City, and no Grant shall be paid to Grantee. 2. If Grantee is convicted of a violation of 8 U.S.C. Section 1324(a)(� as described in Exhibit "D", this Agreement shall automatically terminate, and recapture o£ all Gzant payments by virtue of this Agraement shall be made as described in E�rhibit "D". The dissolution or tez�zz�ination of Grantee's existence as an ongoing business, Grantee's insolvency, appointment of receiver for any part of the Property, any assignment of all or substantially a11 of the assets of Grantee for the benefit of creditors of Graxrtee, any type of creditor workout for Gxantee, or the commencement of any proceeding under any bankruptcy or insolvency laws by or agaua�t Grantee shall be a default under this Agreement and City may terminate t.lazs Agreemezat if tkxe default is not cured by Grantee within sixty {60) days of the date of City's notice of default to Grantee. VI. C'7ENERAL PROVTSTONS A�� a�� ?��. All uses of the Property shall be consistent with a11 applicable federal, state and local law includi.ng zoning regulations ar�d the City's Code of Q�rdinances as well as any other regulation,s or plans relative to the Property. This Agreement does USCS Economic Development Agreeme�t Page 9 of 21 not constitute a waiver by the City of any development ordinances or conditions. Further, Gxantee acknowledges that by executing this Agreement, no entitlement or agreements conceming zoning or land use shall arise, either implied or oiherwise. B. ➢;�� i��ur�. Grantee shall complete construction of the Improvements to the Property within the timefraxn�es provided for in this Agreement. Notwithstanding the foaregoing, Grantee shall have such additional time to complete the Improvernents as may be required in the event of force majeure if Grantee is diligently and faithfially pursuing completion of the Improvemexits. In the event that Grantee require additional time due to an event offorce majeure, such additional time shall not exceed l80 days, unless otherwise approved by City Council. C. �.t��ti��,. GRANTEE SHALL INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OF�+'ICERS, AGENTS, ATTORNEYS AND EMPLOYEES (COLLECTIVELY, THE "INDENINITEES") FROM AND AGAINST: {n ANY ADMiNISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVE '�,,� AUTHORITY DIRECTLY OR INDIRECTLY RELATED, TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, ARISING FROM GRANTEE' S PERFORNiANCE OF ITS OBLIGATIONS HEREUNDER, IN WHICH THE CITY IS A D�SINTERESTED PARTY; (Il) ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WHICH DIRECTLY OR INDIRECTLY CONTESTS OR CHALLENGES THE LEGAL AUTHORITY OF THE CITY OR GRANTEE TO ENTER INTO THIS AGREEMENT; AND {IIn ANY AND ALL LIABILITIES, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEY'S FEES AND DISBURSEMENTS) THAT ANY INDEMNITEES SUFFER OR INCURS AS A RESULT OF ANY OF THE FOREGOING; PROVIDED, HOWEVER, THAT GRANTEE S�IALL HAVE NO OBLIGATION UNDER THIS PARAGRAPI3 TO THE C�TY VVITH RESPECT TO ANY OF THE FOREGOING ARISING OUT OF THE GROSS NEGLIGENCE OR V4'ILLFUL MISCONDUCT OF THE CITY OR THE BREACH BY THE CITY OF THIS AGREEMENT. IF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS ASSERTED AGAINST ANY INDEMNITEE, SUCH INDENINITEE SHALL PROMPTLY NOTIFY GRANTEE, BUT THE FAILURE TO SO PROMPTLY NOTIFY GRANTEE SHALL NOT AFFECT GRANTEE'S AND/OR RELATED PARTIES' OBLIGATIONS UNDER THIS PARAGRAPH UNLESS SUCI3 FAILURE MA►TERIALLY PREJITDICES GRANTEE'S AND/OR RELATED PARTIES' RIGHT TO PARTICTPATE IN THE CONTEST OF SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, AS HEREINAFTER PROVIDED. IF REQUESTED BY GRANTEE, IN WRTTING, SO LONG AS NO EVENT OF DEFAULT SHALL HA►VE OCCURRED AND BE CONTINUING, SUCI3 INDEMNITEE SHALL IN GOOD FAITH CONTEST THE VALIDITY, APPLICABILITY AND AMOUNT OF SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION AND SHALL PERMIT GRANTEE AND/OR RELATED PARTIES, TO PARTICIPATE IN SUCH CONTEST. ANY INDEMNITEE THAT PROPOSES TO SETTLE OR USCS Economtc Development Agreement Page 10 of 2] COMPROMISE ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION OR PROCEEDING FOR WHICH GRANTEE, MAY BE LIABLE FOR PAYMENT OF INDEMNITY �w��"�� DER SHAi�L GIVE GRANTEE WRiTTEN NOTICE OF THE TERMS OF SUCH PROPOSED SETTLEMENT OR COMPROMISE REASONABLY IN ADVANCE OF SETTLING OR COMPROMISING SUCH CLAIM OR PROCEEDING AND SHALL OBTAIN GRANTEE'S WRITTEN CONCURRENCE THERETO. D. Recitals. The recitals to this Agreement are incorporated as if fully set forth herein axid were relied on by the parties when entering into this Agreement. E. 1'�� . Grantee shall be subject to all ordinances of the City, whether now existing or in the future arising. This Agreement sha11 confer no vested rights, as defined and referenced in Chapter 245 of the Texas Local Government Code, as amended, on the Property, Project, or Grantee. Grantee agrees and acknowledges that this Agreement is not required by the City for Grantee to complete the Proj ect described in the Grant Application or any other improvements to the Pxoperty. F. °I"�.�� ro�` �, c•��a��t. 'This Agreement shall te�nnninate on the thirtieth (30�') day follovving the date tb,e City nnakes the Grant payment to Grantee, i,uiless terrninated earlier as allowed by this Agreement, including any Exhibits hereto; provided, however, all provisions of tlus Agreement that could requi,re action after termination, in,cluding but not limited to paxagraph IiI.F., shall survive termination for a period of five (5) years. G. ��i��„�. All notices required or contemplated by this Agreement shail be provided in writing az�d be addressed to the following, or such other party or address as either party designated in writ�ng, by certified mail postage prepai�d, by hand delivery or via facsinaile: If to Grantee, the� to: United States Cold Storage LP AtteSl�tlOri:�orporate Controller Ferry Terminal Building ..�..,d��a�'��--C�w''° , �400 Camden , NJ 08103 .� _.� _ . . Fax No. 856 772-1876 If to the City, then to: Ciry of Denton Attention: City Manager 215 E. McKinney Denton Texas 76201 Fax No. 940-349-8596 H. Time of Essence. Time is of the essence in the performance of this Agreement. I. ��ad:�x� �. The terms and conditaons of this Agreement are binding upon the successors and assigns of both parties hereto. CIS'CS' Ecorromic Development Agreemes�t Page 11 of 21 J' �� .��. This Agreement may not be assi�n►ed in whole or in part by Grantee without the prior written approval of the City; provided however, this Agreement may be assigxaed in whole by Crrantee, w�ithout the prior written approval of the City, for the limited purpose of inerging or otherwise transferring assets to a subsidiary. No assigzunent, whether in whole or in part will take effect until City is provided written notice of such assigzzment and a copy of saxne, which sha11 include any change in payee for the Grant payment. K��zt, ",�m,� ��at��a�at m. City r�a°�,�c�rw�,� t��t t�� gre�t��,t ��s ��oved, and execution ��hc��a�,��, q�y �� City ��atr.�� l �� %t� r��ti�� on �� "�"� , �� 18. L��r,��"s ��t�c��. Grantee represents and warrants that: (1} it has su.fficient legal authority to conduct business in the State of Texas; (2) it has full capacity and authority to grant all rights and assume a11 obligations that it has granted and assumed under this Agraement; and (3) that the person ox persons executing this Agreement on its behalf k�as been duly authorized to do so. Evidence, which must be satisfactory to the City, that the person signing this Agreement is authorized to bind Grantee to all the terms and conditions of the Agreement is attached hereto and incorporated herein as Exhibit «E„ M�:��r�W �� ,��. This Agreement is the entire agreennent betc�veen the parties with zespect to tax abatements. N��v�:��a. ��,��r, This Agraement shall be governed by the laws of the State of Texas, and venue for any action concerning this Agreement shall be in the State District Court of Denton County, Texas. O. �"�au,ra�� rt�. This Agreement may be executed in counterparts. Each of the countexparts shall be d��ma� an origina.l instrunc�ent, but all the counterparts shall constitute one and the same irasttument. P. �raa��a��m_c�f ��v��;�. Any of the representations, warrax�ties, covenants, and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the tezmination of this Agreezx�ent shall survive termination. Q. ��a��a�� . If any person requests City to disclose any information of a conf dential, proprietary or trade secret nature relating to Grazrtee, this Agreement or the Eligible Improvements under the Texas Public Information Act (Tex. Gov't. Code Ann Sec. 552.001 et seq.) or any equzvalent or successor statute (the `",�� r�� „�t") and such information is subject to, or potentially subject to, az� exception under the Open Records Act, tk�en prior to making any such disclosure and to the extent pexxnitted under applicable law, City shall promptly send notice to Grantee of such request Promptly, but no longer that three (3) business days after the Grantee's receipt of such notice from City, Grantee shall notify City in writing whether Grantee opposes the release and desires City to request a determination frozxx the Texas Attorney General (an "��i;�ic�m� USCS Economic Develop»�ent .4greement Page 12 of 2l i�� a��") as to whether the requested information must be disclosed pursuant to the Open Records Act. Contingent upon Grantee's timely cooperation, City shall submit a request to the Texas Attorney General identafying the basis for any claamed exception; provided however that City shall only be required to comply with the foregoing to the extent that City, in good faith, believes there is a reasonable basis for claiming that the requested information is subject to an exception under the Open Records Act and the Open Records Act pemuts City io make an Opirrion Request in the circunistance in question. Grantee shall bear the burden of establishing to the Attorney General the applicability of any sections of the Open Meetings Act claimed as an exception to disclosure in the Opinion Request by timely submitting written �c�c�.��z.�s to the Attorney General. R�a� .T�i�� "��. Nothing contained in this Agreement is intended by the parties to create a parhxership or joint venture between the parties, and az�y i�mplication to the contrary is hereby disavowed. S. �°rr�ua�� .�.d�� . Garar�tee, as a party to this Agreeznent, agrees it shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of fihe underlying ordinances, resolutions, or City Council act�oz�.s autho�iziz�g sam,e a.nd Grarntee shall be entitled to intervene in said litigation. This paragraph does not preclude the City from bringing any defenses, including but not Iimited to governmental unmunity. �� T. Immunitv. Grantee agrees ihat by the execution of this Agreement, the City does not waive or surrender any of its respective governmental powers, imznunities, or rights. , The paxbies agree and acknowledge that this Agreement is not an agreement for the provision of goods or services to the City under Section 271.151 et seq. of the Texas Local Government Code. U. ��rs��w�t. This Agreemeni may be modified by written agreement of the parties hereto. V. Section Numbers and Headin s. Section numbers or other head�gs contained in this Agreement are :for re:ference puiposes o�nly ax�d sh.a]1 not a,ffect in any way the meaning or interpretation of this Agreement. W. ��^��1��1�"�. In the event any section, subsection, paragraph, sentence, phrase or word in this Agreement is held invalid, illegal or unconstitu�ional, tlxe balance of this Agreenaent shall stand, shall be ex�forceable azxd shall be read as if the parties intended at all times to delete said invalid sec�ion, subsection, paragraph, sentence, phrase, or word. In the event that (i) the amount of the Grant is more than allowed by law, or (u) the Grant a�plies to a broader classification of property or xevenue than is allowed by law, then the Crrant shall be valid with respect to the amouni or classification of property or revenue that is a3lowed by law. U,SC,SEconomicDevelopmentAgreement Page 13 of21 X. �"�� -�t�u�t�� . Grantee hereby agrees and confirms that any land or pro�erty it donates to the City for any public improvements is roughIy proportional to the need for �uch land and Owner heareby waives any claim therefore that it may have in regards to sach iunprovement. Grantee further aclaiowledges and agrees that all prerequisites to such a determination of rough proportionality have been met, and that any costs incurred relative to said donation are related both in nature and egtent to the i,mpact of the Project. Both Grantee, and the City further agree to waive and release all claims one may have against the other related to any and all rough proportionality and 'xndividual determinatian requirements mandated by the United States Sapreme Court in Dolan v. City of 1'��, 512 U.S. 374 (1994}, and its progeny, as well as any other requirements of a nexus between develop�ent conditions and the projected impact of this Pro,ject. Y. �,�� „��i��r�. All Crrant payments by the City to Grantee under this Agreement aze subject to City's appropriation of fiands for such payments in the budget year for which they are made and shall only be paid after the Sales and Use Taxes for Constructaon Materials reflected on Grantee's Texas Direct Payment Return from the Comptroller are received by the City. The payments to be made to Crrax�tee, if paid, shall be made solely froin annual appropriations from the general funds of the City or from such other funds of the City as may be legally set aside for the i.mplementation of Article III, Section 52a oi the Texas Constitution or the Act or any other economic development or financing progrann authorized by statute and the Texas Constitution, subject to any applicable lunitations or procedural requirements. Z. ��a�l�st,�. The following Exhibits are attached to this Agreement and are part of this Agreement: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Legal Description of Property Owner's Completed Application for Economic Incentive Certificate of Compliance Certificate Regarding Employnnent o� Undocumezrted Workers Crrantee's Resolution Evidencing Authority USCSEconomic DevelopmentAgreement Page 14 of 21 CITY OF DENTON, TEXAS � � BY ��" �:.. �_ � .::_ '� _...... � .. "�C�� HILEMAN CTTY MANAGER � �: ; J ER VVALTERS CITY SECRETARY BY: m p��; �� '�� ;�� __ �� , ��•� � . � �� ," � , � ;� �� ,✓ � � sY: �"� �' �- Gx�rr�EE � �� k .�:� .� �. �� `��.��f � �,�. � � � � �� (k��, �4��0�� ,, ��" �. "�"�a�� r��k�a� ��µt��a�� ,� By: L'� ��°�' �` �� :::� ,� -��-:��,� �� e�wrz. Its: �� u� ,�,� ' h A �`° �' .�...._�.�� USCS Economtc Development Agreement Page 15 of 21 � 1 1 ` � � ! 1 • �- '. •+� �+ � � �- - �► �-' � y- -� �• ! - - �.. ,- . , 1 � � �� - , � , � �� , s, � .:• . . � , , ��n � m��NN�voo�� ,��Wu�� ..� I„} I......I�� 4,,yI .��p..w� � 484YpPg +lY"I�^JI'.. 4, �II�I�4P'^�I.� A�,.�I`d � � :t t � � � � a1��lr,;t�iy I��t��1�6ix �Pr��r� �� 1'a��,�,��, � n; � � ' d'��*4 � s° (. �,aiw`1C.r`1, c'�9;�7I�°u:D,� �,?4r ��l-'�'��i�" i� J, . , ��uyq I�ralir�9la it�p�1�"1� ��,�;i �,�.u:�a�oumimw�"o�i�!u�'�;t��av�oWi �ima��ua �. STATE OP �� '� � °��" } � ' � �� f �,✓,�� } COUNTY OF � ry ��w �� "� ��, �� ..:��.�. . �'��.�� r.,��; Not Public in d for e Staie of Texas T"h� �"��r�� Economic Development ��r��u ,��°��u� was executed before me on the � day of ��°; ��;,�� , 2018 by ��_ ,�``�� 7�s„�� ofUnited S tes Cold Storage, L.P., on beh f of said comp y, ,�, .x ,,. �, , ,� �� N � �" �,��. '��'' A ��,� � �� , , � � , ��-�� e: � Notary Public in and for the State of �✓ "�" , < �.. �� : "� n� , ��, , , � , : •r � t I� rr ' � � I►,� IIb ;I :_ ,.�� . � . � � U,SCS Economic Developmer�tAgreement Page 17 of 21 LEGAL DESCRIPTION BEING a 45.165 acre tract of land situated in the James Perry Survey, Abstract Number 1040, Denton County, Texas, and being a portion of Lot 11 and Lot 13, and all of Lot 12, Block B, Westpark Addition, an addition to the City of Denton, according to the plat recorded in County Clerk's File Number 2013-318, Plat Records, Denton County, Texas, and being a portion of that certain tract of land described by deed to Rayzor Investments, Ltd. (Section 3, Tract 8), recorded in Volume 1796, Page 601, as described in Volume 440, Page 352, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 5/8" capped iron rod set stamped "Realsearch" at the northeast corner of said Lot 13, Block B, being on the South right-of-way line ofJim Christal Street, a 55' public right-of-way; THENCE North 01 Degrees 06 Minutes 13 Seconds East, along said South right-of-way line, a distance of 15.01 feet, to a 5/8" capped iron rod set stamped "Realsearch", being on the South right-of-way line of West Oak Street, an 80' public right-of-way, as described in City Ordinance 93-057 (County Clerk's File Number 1993-22195), Deed Records, Denton County, Texas, from which a 5/8" capped iron rod found stamped "RPLS 1640" at the northeast corner of a right-of-way dedication for said Jim Christal Street, as shown on said Westpark Addition bears North 01 Degrees 06 Minutes 13 Seconds East, a distance of 10.01 feet; THENCE North 89 Degrees 13 Minutes 43 Seconds East, departing said South right-of-way line and along the South right-of-way line of said West Oak Street, a distance of 312.90 feet, to a 5/8" capped iron rod set stamped "Realsearch"; THENCE South 00 Degrees 00 Minutes 00 Seconds East, departing said South right-of-way line and over and across said Rayzor tract, a distance of 1894.12 feet, to a 5/8" capped iron rod set stamped "Realsearch", being on the North line of Lot 10, Block B, said Westpark Addition; THENCE North 89 Degrees 36 Minutes 24 Seconds West, along the North line of said Lot 10 and over and across said Lot 11, at a distance of 349.25 feet, passing the southeast corner of said Lot 13, at a distance of 708.98 feet, passing a 5/8" capped iron rod found stamped "RPLS 1640" at the northwest corner of said Lot 10, and continuing in all a total distance of 1068.81 feet, to a 5/8" capped iron rod set stamped "Realsearch" on West line of said Lot 11, being on an East line of Lot 3, Block B, said Westpark Addition, from which a 5/8" capped iron rod found stamped "RPLS 1640" at the southwest corner of said Lot 11 bears South 01 Degrees 09 Minutes 26 Seconds West, a distance of 603.34 feet; THENCE North 01 Degrees 09 Minutes 13 Seconds East, along the West line of said Lot 11 and said Lot 12, with the East line of said Lot 3, and over and across said Lot 13, at a distance of 434.01 feet, passing a 5/8" capped iron rod found stamped "RPLS 1640" at the northeast corner of said Lot 3, and continuing in all 1860.15 feet, to a 5/8" capped iron rod set stamped "Realsearch", being on the South right-of-way line of said Jim Christal Street, from which a 1/2" iron rod found for reference bears North 61 Degrees 33 Minutes 35 Seconds West, a distance of 44.89 feet, and from which a 5/8" capped iron rod found stamped "RPLS 1640" bears for reference South 78 Degrees 47 Minutes 35 Seconds West, a distance of 67.23 feet; THENCE North 89 Degrees 22 Minutes 43 Seconds East, along said South right-of-way line, a distance of 718.20 feet, to the POINT OF BEGINNING, and containing 45.165 acres or 1,967,372 square feet of land, more or less. � �" � � �°� � " ii� � �� '',"� �� r; r°�uu �,p, �i r '�� G � � r i� �� u�� " �y�, �jm'�y��yg q�p�i"r�l� i��7 mC� ni,�� 7�{g�µ� i�� .h"��. �'��u� l�lt�r'.�w � �� tl �� 4'�� n��,i� ��p i �� p7�+� �,,� � ��4�� r�„�ti�� tijl�� ,r�o, a � F n � '" � � h �� i. �i „� q Pd�m �°� �� ' � V� � � "�a��_� �m t„,,p�� i �� yw��o��pgi 4 ��Ih �"+1 ry �� M� !k I�a"�� Y� �r� a �rv�4 � ��V" � �' � �w��w� ��Jl�r�� "��"tro�� '3��G � �r��,� c � k!i liw�� f�"" w J ��"��,� Yi �V� �5 �ilh �'�� a�'�ivo��'{ �� J�' lil � ��a� w��ii� �s �� + �� ' rv I�' er p'v � P m y� y��w ,„ Ir ,� �y � y` ,, � � ��@ � N� � I1�" I w� � 10 �'� V�' a ��f ��"�d:Po"��,�� i��r'�� a�� p�� i'��""��j��°��y �"�q��niv��', r��n�'� �� Mii t!�'�;�� va ��u t i�arufi.��,�d �r�.�?� �Wli \ � Yy ,/ � . M r^,.' ,ii,. \I k t�. �+" fd Pr . � Uw""x �.. i � ,, � �^ .� � �INn�� ,, ' j �IIx �r /,�.r : � fl p f�� r"/ �'� .. �� ✓ / � �� F�! royry� " �� d� ., G� � � �a�l%�I a�� % � r ��,�tl,,, �,�°, ��" : �� Y��y� �� f _ �I i ..... ......... � ��I � 1 + �' '� yS � t � � � I �� p`ar......,..�. �,.._..».,,,...M..,......_.......... _,_..._.__....._.�__..� 1 ! �. � i r A �� 1 � i i � i � � � i ff,iJ � � � � � ,.�� ...._.. ''�. � _h ` � `� �i�!��I �� 0� � �a �� , �� jl � . � � o.. ,e� :a,�o _.._ _ � . .. � � � ` .,,�r,�o , . ^ I u I �� r�U r � � IP a �� a P � ^u � p � � � � � f �. � � x 11 �4 ry �� W � '�!I�y I Vµ�� y I �� uy P n� �!S��r ��,ydl e i tla � P" l �� i� a y i � y�,, I� i�i �� ... � i � f�� ,I �� _ � � �i1 S 4 , iw nk , e ..._ . ..__...... +� �' I bb� N � 4 I 6 l � � i � g � . I P f� ^ II � �W � ��1�.��1 N � 9� I� �IY,. �� 1 I�.; W� � �� d C� � y � � � i �I� d�l��. ,i�� q� �b ,�q �� w � � ; h D 1 �� I � _ � � � � _ � � �� r � i �� ' � .. . � ' � � � ....., � h* .. . � r� �� ' � � �m n � �� --- , �� . � �m . � .«�� r �� __ , A . � �., w __.�. I �I �� ;}kN "t7 �i�';, �i1!o: �� ,, � : bp�,., gll�s�, � :+^,; �� ,� „ � ��r i � r � �°� i u I i4,� i �" � } I I I n �° �� ,�� 1 e,�IF�" � I�II '��• � �i I %��w � d�, � . Q�I ( �� a9u,.r U,SCS Economic Developmerrt.4greement Page 18 of 21 UNITED .�� STATES COLD STORAGF United States Cold Storage, LP 2225 N. Cockrell Hill Rd. Dallas, TX 75212 January 24, 20l 7 Caroline Booth, MPA City of Denton Departmet►t of Economic Development (940) 379-7751 Caroline, As United States Cold Storage, LP continues to expand, we are excited about the possibility of expanding our Dallas-Fort Worth t��;��&�� footprint. Dentan, TX is our first choice to invest more than $35 million doliars and add to the Southern Region's 85+ million cu.ft. In total, US Cold has 38 facilities across the United States and employs more than 2500 people. Having been in the Metroplex for more than 60 years, we have strong relationships with all tha communities whare our facilities are located. Within the last 12 months, USCS has built a third facility in Laredo, TX and expt��l�� our facility in Covington, 'I'N, As is the case with the proposed project in Denton, we acquire enough property to be prepared for futune expansion and investment. In DFW, we currernly have a total of four facilities with a total of 32 million cu.fi. The new proposed building would add an estimated 6 million cu.ft, along with more than 40 new jobs to the City of Denton. � We kindly ask for the City of Denton's support in helping to move this project along by ��pr+��+��g tax incentives. The City's approval of tax incentives goes a long way in demonstrating a community's support to oi�r parent company, Swire. Incentives would allow imal approval for construction ofthe project. Attached is our Sconomic I��:��i�� Applicarion to the City of Denton. We appreciate your assistance in guiding us throngh the application procass and the City of Denton staffwho hava helped answer questions regarding our potenrial project. We look forward to c�a��ara�a�� to build the relationship between USCS and the City of Denton. Kindast regards, �[.. Mr. (ieorge Cruz Senior Vice President United States Cold Storage, LP Economic Incentive Application City of Denton, Texas wm� oei� ��.m._..� �._.�..._, �.�� a� r O . � The City of Denton's Econom[c Development Department wlll use your responses to this applfcation to prepare an economic impact analysis of your location or expansion project. Please enterthe required informatfon in the shaded ceUs or check boxes. Ifyou fiave additional notes or information to include, insert rows or use Column K. Please attacfi any revelant maps, plats, metes and bounds, or renderfngs, Qnly complete applicatlons will be considered. If you need assistance, call (940J 349-7776. Please email the completed questlonnalre to Caroli ne. Booth@cityofdenton.co m PLEASE COMPLEi'E PAGES ��"p�� 1- 7 Today's date: ��, f��,P��.� , � Company contact l�forrr Name: ,Ua�iC� ��t� �`p�� SC�r�� .G� �, . `. �.�„—�.�,..y�.�.�..�.�..,�....,....�.,..,'�. �.-.v-e•�_�..,w�...�..,..,..W�:.=�w� Address: �(i� I.�rarr�� „'�u9�� i�L� `: , : ` : . CItY, State, ZIP: �"s��r��u�e�, NJ +bw8t��3 : '�`""` � Webslte: `wa�r;�wsr�a��,r�a�a Person submltdng the questlonnalre: Name: ��+sr�� O'uz, . �: Phone: �Q��.�� .� �� ., 71tIe..�S��tr�r;i��R�i��a� V�r.� �'r�s�:tiPe�t F�: ��„-�._-�..,.�,-,�.'. Emall: ��tru�Q�,�csc�r�Sd.�pt� �' Person responsfble forgrantadminlstratlon: Name:'�r��r�� z ' Phone: (��„4� ��,2-�� 71He '��Ncrr ��,��m�N ��c�.�r�sl�a�wt "• Fax. �. EmaiL•,�,ruz��rM�.�iar�r�° ' ._.v..".�•.."�.:;..�...,-„�,�„_i:�.,�,�.,: , BMef descrlpNon of ��r�w�a�n^�"'� hlstory lnct�rd��n� current ��r�r�tl+�rr�s. . �n �4�i��, ciur,�'�r��'�ltw�r, "I�� W;merGr�c� I� ��w�n��a��. N�z�ae1 � la�� '��a�s��5 �mr1 ��Ie� -��ar n�,�� f�ar�r��a+,�r�ar�� t��.c.la��t�� r� ��C}. �J� ��`,� �J»'�� +r��,�Afy b�� Wr�s�d�� r+�+r��c� s�b�d��1 1��GG�CI� �!u��ay'�� ra5� t$°�� 1��k�d 5��t�s;' t��, l�sl�,'��1c3 A� 3�� f"�cBM.�p� �4`�is� �.� �fi�t�s., Companyownershlp:OPrlvabetyHeld pPubllclyTraded �:�� St�r�t�� LkS�� nhrp ��w��'ea � �4�s, �+�1u��n� ' T��y, i,f�� tla�s ��a�r�a � Busille9s fornt: � �p�pp�ypn ❑)dnt Verlture 0+ Partnel'shlp ❑Sole Proprtetorshlp Parent company (If appllcable): ��y� �u�q��,�,',;� �� g,p�j��,� • Company's prlmary 6-dlgit North Amerlcan Incjustry Class(ficaHon System (NA[cS) Code: ��q ' Is the pro]ect a relocation of an exlsting Facllity to Derrton hom another locatlon7 pYes �No Ifyes, glve cunent foeatian: ^�Nf� ;; PLEASE COMPLETE NEXT TA4: Description Economic Incentrve Application ... � . . . Please provlde a brlef descrlptlon of the project fn Denton (activfties to be performed, products to be produced, servlces to be provided). 250 word limit qJ��t� ��r�� r��, !� �1�1�� iu9��pnlrrg �a� �ru��dPr%� � � wnt7@d�� r��. �t, p�"�v�t�.'��fr��r��e+� a��r��a�as�.�Nl�'�� . =-. �ust�dn�� r��Q� Trw th�.r��ap�ifi� 1"�aa�s ��r�t�4�ua� Ra,��cr��'s�, `C'kab� ��+cl�fC+�a4+614 b�.:i� a��1CR�ra�i ic� t�� f�c�p9�I�� f��C� �ra�r��n�Gy;"•` . c��r��t�x d�� F�'rt ��wr�h�`,�rGG�o,�� an� f��11�r�. "�� l��t�rr� 9'��Ift� o�i�l ��r �ta�ra��, ��-1a��r��x �as� pl��c, d'Is�rkb��i�i� �kar� °�r�a^e��ca'rk��i+�r� �ai1�Nti8r�� fi�r �r�a��G�b�a� Fw��IiCl�s ��rr��s�r�h,�h� �Mr�rt��! �t��s �s�� c�» � 1�� 1� c�r�m�tt�� ,�r'U��ra� ��-��r��r�Iy r�F�9��,�t�a�i ��r�pP��r' �1�r rr+��r�l� su��in�E�b9ktY ��R ps �,�a k�� .""p��t �� a�s"' ��i �'. ��Wa��+�:� �.. , p�r�u��uC+l��r �v�r y��r red�a�t��P� �� arr�a��gy �as��. �PS�S h��+��r�� h'��aas�,�as ��s�s��s [t��l+�� ue� �:��r�N�� 4��,�. "��I� +�11N �� a�e��9�rn b�ll�,f��ii�lywr�k� Ira�u��,��r-I��d[�a� s��u��i��s �a�r;�N�� +�lr�r��n1`,'''''��,�r�l�tl �ar��i��a� '� r�pamtsN�ly� rr�a�sa�� ru��arc�� r ��t �E�� v+��wl�� urRr�r�� 4,�,k�� aa�tl��rrwd�p�� ;u� 5�rw�^r �ur,��a�t�r��r'. ��r�a�c��.. �wrtl.iz�ar t�asll�ws��y. : �`fia�m'�� t��p��t�r�� t t�a�s ��il6�y r�lll r��'�r�rrr� �� ]�F, Pr�m�6r��n�ir�r'�a�c��, fr�r thls ��ill�yy�rcrra�d�:�r�r r�i� s��rwl��, '; ' ;. ��"p��'�,��r�pi��'��a�h e�iwN�r� a�r�� 'Xa�za� s�� '�� iw[k�r ran �1�� cu.x��r�� ari��c�. r`a , "�i4.�� I ��ww ��116�1�� U'�ai��d ��st�s �a�d ��r�e I� �e¢�1r��`�;�r ��ail�l��a� ��C �ra :�k�s��N�l��r '��G��r ��r� VqJ�ar#ta �� ' i� ��r� �r c�1�,,Cti��l��1�16l��a��t �rt��g�s �rj�M l�rM�r�,�rq�'��+y��r�a �C�a�s �a��v�� t�ra�,U��"� ��C ��il�r b�i�Brc�s 1'��I�tb�s,� �tigt't�+�+�d��1��+� �r . . , �a�p�Mt�lwt��a� ��7� rrr�kX�m� th� M�:a�;:�'s�ry �n��a'��u�x� l� ��p ��r�a ��t �� s�� a�us�+u��n �rwu�N;�r�p�;r�y 7�� i�u��s (hd� G�nsk�id��7��r T"�tr� �sr� �r�� tim�t�s �r�� aif s�rr�q�l�r f��i�l,�l� 4�S�:�I�E h�� ` ' ' r��'�n��y �u�lltr Th�r� u�Mjl �� y`�f�F�sl�� lir��ar�v�rru�n� �aa� � th�. !U��t��ir�1f��7 ��tfi��r�� U�[:� �da�:� �at ��r�:�l�ti��a� ; ��r�'Bn� t�� wr�au��/wa�l�l� �` tl�a�s� Irr��wpv�t�r�i��W'; Llst any additlonal factors to be consfdered for thls proJett. Please select all that apply. Llst any company "green" or sustainabfe InRlatives:µ��as� s� N��r�J�;� Ct�scr��wippry ° WIII the company be seeking LEED Certlflcatton7 If yes, please provlde level of certlficatlon sought• � � , � , . . • • C � � R u ._ a a a � � � � � u c u .� O G O u W � � � �: ��i , , <,;;'' .'� � �" I .�"O ; 0 0 0 0 � g 4 c F F o � � � ~ a� � LL 0. � C C J � N 0Q: Q� •X r O O a' A � C C Z � a z � 'u A a m u a� N H .fl O .� � i? � � O w � A rt a m � c C �o � ro � � • �'�, • ��. 1 � � '�, ,. ...y . SALES TAX i This Informatbn is used to estlmate the flscal Impact. Please provide the current annual taxable sales (if applicable). Please provide the curcent annua! taxable purchases. This data is used to determine the eco»omic Impact of the constructlon period. Please provide the number of construction )obs anticipated. The following are used for the economic impact of out-of-town visltors. Number of out-of town visitors estimated In the first year. Average number of days each visitor wlll stay in benton. : ��: '::;.' ;'_ $3,Ob0;00,0: �C�O,'�� :��,��, �,�1� PLEASE'COMPLETE NEXT TAB: Utility Economic Incentive App�ication . I ELECTRIC Estimated ANNUAL usage In kWh Estimated MONTHLY KW demand Estimated Peak KW Capacity factor What types of power equlpment wlll your facflfty use? N�NN�N� �i� l�1s��aM�s, ��r��t��a�� k��r�! ��r�r�N�� ;r ��N��,�, ��w�i�„�r�� w�r��r�; �Ir� �'+a� Please provide the percent of the project's projected utility usage for manufacturing or processing operatlons (if applicable). NATURALGAS WATER WASTEWATER Estimated ANNUAL usage In mcf Estimated MONTHLY mtf demand Estimated Peak mcf Estfmated ANNUAL usage in gpd Estimated MONTHLY gpd demand Estimated Peak gpd Estimated ANNUAL usage in gpd Estimated MONTH gpd demand Estimated Peak gpd w ��r7�, 2�� P'� " 7��e�7€�f� �pNro^ti .' ��,7'��F� �P� ;`� �r,�'S�,��?�4 ��y ,ti �� ..�"�'�r��(� �pG;n ;�. ,��,�� PLEASE COMPLETE NEXT.TAB: New Con'struction . � � • � � NEW CONSTRUCTION pROJECT]NFORMATION P�oJect type: [�] Bulld to Su1t ❑ Speculative p Otfier (please descrlbe) ProJect use: ❑ Industrial ❑ Retafl/Resmurant ❑ Offlce � Warehouse/DLstrlbutlon [] Other (please descrlbe) Pr�Ject slze: A�r�a��: �40sOp , 5qa Feets ��.S�C��.t��' Preferred start date: �/"��Pi� Deslred completion date: �j��,�2�i� � Current property value from Dentor� Central Appraisal Dfstrict' (DCAD): *Please attoch a copy ojthe lafest property tox stoiemeni(sj jrom DCAD. What funds w111 be Invested or leveraged for the proJectP . ;. Provlde the estimated valuatlon oFthe proJect. Descrlbe �P�r� ofF site Infrastructure a �� Wastewater �ti��s , r�rrr��n:ts, �C��r�k'f@l��, � ��rPz �"�R� ' :,e..�.� ,�,,.: t�r� "�I�� ' Dralnage �°�,'��4��k ��6�0.� : � �� . 4�t6��'� � �li��k�� 1'N� PLEASE COMPLETE NEHT TAB: Relocation - Expansion Economic �ncentive Application • . , � .. ., . ../ e• � s ProJect type: ❑�I� �� ❑ Spealative O Other (piease describe) ProJect use: � Industrial ❑ Aetall/Restaurant ❑ dfflce ❑ WarehousejDlstribudon � Ott�er (pl�se descrme) ProJectslze: Acreage: ��ySq. Feet: �� Preferred start date: � °. Deslred completlon date: "i Currern property value from Denton Central Appralsal Dlstrlct* (DCAD): .*Plec�s�^ attach o copy af the lotesi property toxstaiement(sj from ACAD. � What funds wlll be invested or lev�r��es� for the �rr�lec�� mprovements/ Structures '��s�n�cP �?�►�a�urty '; i:�a�ira��rPn� and Design �k°e %�u�@.�'#�k�ti� :' DC�t�� Improvements � '. `�+�� I��i��ct � r �� . ;. Provlde the estlmated valuatlon of the �a^r�i'��. I Personal Proper[y P�v�rat�r�r ��epvr� Exemptlon � � � �' ��II�� Describe �r�yr off-site lnfrastructure r�raa�Ir�r��x��a W��t�r Wastewater �� I, �., o��t�s ' Drafiage ; i�kM�r , . �., ' Last page - iyplication complete EXHIBIT C CERTIFICATE OF COMPLIANCE FORM LISCS Economic Development Agreement Page 19 of 21 _ � 1 1 � . �, � � . I �• , � . :I � ` ' Company/Owner: w� Reporting Year: January 1- December 31, 20 CO by 12/31/2020, then 50% construction sales t� up ta $ Year Agreement Executed: 2018 Capitalized terms herein have the same meaning as in the Agreement. "Reporting Year'° shall mean the calendar year identified above. I. Investment Basics 1.1 Date Certifcate of Occupancy was issued for the Improvements: 1.2 Owner's total capital investment in Improvements: $ 13 Appraised value of Improvements by District for Reporting Year: $ (excludes land value) 1.4 Number of Jobs created during the Reporting Year: Attach IRS Forrn 941 and employee roster as required by Agreement. 1.5 List dates and periods of filing of Texas Direct Payment Returns and the amount of City of Denton Sale and Use Taxes paid ta the Comptroller with each return (attach additional page if needed): Reportin¢ Per`rodWWWWWWWWWWWWW WWWWWWWWWWWWWWWWDateWReturn FiledWW�WWW��WW�� WW��WWW�� Amount Paid IT�mmmm�mm ��WW I �._ ��...._ � ..� II. Additional Requirements 2.1 Did the Company use the Improvements in the manner set forth in its Application during the Reporting Year? ❑ YES ❑ NO �'ertificc�t� of �'aenplianc�mT �lbatemeazts Page 1 of 2 2.2 Did the Company discontinue occupancy or aperations af the Improvements during the Reporting Year? ❑ YES ❑ NO If YE5, dates af discontinuance. 2.3 Was the Company or a branch, division, ar department af the Company, convicted of a violation under 8 U.S.C. to be Section 1324a(fl, regarding undocumented workers, during the Reporting Year? ❑ YES ❑ NO 2.4 Is the Company presently delinquent in the payment of any property taxes collected by Dentan County? ❑ YES ❑ NO 2.5 Did the Campany use good faith efforts to maximize sales and use tax paid to the City by hiring Denton contractors and suppliers in construction af the Eligible Improvements? o YES ❑ NO 2.6 Is the Company timely submitting this Certificate of Compliance for the Reporting Year? ❑ YES ❑ NO 2.7 Did the Company comply with all provisions of the Agreement during the Reporting Year? ❑ YES ❑ NO � . ��. � . ��.: . � ..... . , • I �: I� ' . p ..,.. ` " , 1 1, `... ,.. ..J� . 1�� J�� 1 # 1 1 � 1 1:�� .�.�.. �:..�� ....1 I� ' �.�... . � , .,. . �: . � ��.; . . � . � .., . :.� .,r. . . � '�' � 1• • �•; I' r� i �, . . i 1• ir; �r;� i 1 r i, . � • r , � ' ; � ' � � i � i � � � - � • r � `` ! • ''� Signature: Printed Name; Title: Date: Certifzcate of Complzance-Tax Abatements Page 2 of 2 E��I:��"�` D Ccrtification Regarding the Employment of Undocumented Workers T'he undersigned certifies, to the best o:F his or her knowledge and belief, that: (1) The business receivi.ng any public subsidies provides pursuant to this Agreement, or a branch, division, or department of the business, does not and will not kn.owingly employ ux�documented workers. For purposes of this Certification, "Public �u��a�i��" means grants, loans, loan guarantees, benefits relating to an entezpnise or empowerment zone, fee waivers or rebates, land price subsidies, infrastruchue development and improvements designed to principally benefit a single business or defined group of businesses, matching funds, tax refunds, tax rebates, or tax abatements. For purposes of this Certification, "�Jr��a��t�c� �c.�r��µ" means axa indi�vidual who, at the time of employment, is not: (A) lawfully admitted :foz pexmanent residence to the United Siates; or (B) authorized under law to be employed in that manner in the United States. (2) If, after receiving the Public Subsidies provide herein, the business entity or a branch, division, or department of the business, is convicted of a violation under 8 U.S.C. to be Section 1324a(fl, the business shall repay the amouz�t of the Public Subsidy with int�rest to be chazged at the statutory zate for delinquent taxes as determined by Sec�ion 33.01 of the Properry Tax Code of the State of Texas, but without the addition of a penalty, according to the terms provided by this Agreement under V.T.C.A. Governm�nt Code § 2264.053, not latez than the 120th day after the date the City notifies the business of the violation. This certification is a material representation of fact upon which reliance was placed when this Agreement was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by V.T.C.A. Goverzvment Code § 2264. FISHER59 PROPERTIES, LLC By: (Type name and htle) USCS Economic DevelopmentAgreement Page 20 of 2I r ■ .: : � \.� .::: : :� ��'��, � \ ':�� i� �ii� �� ■ r�� U5CS Economic DevelopmentAgreement Page 21 of 2I � � , `f ! i` '; � �. , � � � - �� ; � �� r , , M �; �� 4' � ��' 1 � iw 1"'� ��i i ��• ► 1 t ' 1' 1� 1;� .'. 1 1�i ` . 1 '' M., f A ' :. il ' �� 1 . M 1�` M ",� 1 11! . 1 1 i `1; 4 ;4 � 1 i1.� 1'; 1 � ! 4 i` f 'M �f` i: � i. �� 1 ' 1 1 1 1; t � N ' ��".. ` r . . . ' � � 1 G;. / ' .f �� . �_ � �,r ��•. �i�,�1� �d.�'��4 � �� ......... _� Secretary . �, i « �� + 11�i� A,u , I .. ��. � � 4 ,� k � c � . . . .,. �. « . . {'.. i � !J �� y, w «. s'" � �` "' ' �' �� .��, .�r^, s, � �' �� . � �> � �,,, :. ,.. i . , � � .�r 1 � ' � .,. � ' �'... . 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