R-98-12-22-10B2 - 12/22/1998' ITHE STATE OF TEXAS
� a
COUNTY OF WILLIAMSON
TAX ABATEMENT AGRR,FMENT
This Tax Abatement Agreement ( "Agreement ") is entered into by
and between the CITY OF ROUND ROCK, TEXAS, a home rule city and
municipal corporation of Williamson and Travis Counties, Texas, duly
acting herein by and through its Mayor, hereinafter referred to as
"City ", and OPUS REAL ESTATE TEXAS I LIMITED PARTNERSHIP, a Delaware
limited partnership ( "Opus "), duly acting by and through its General
Partner, and TREND TECHNOLOGIES TEXAS, L.P. a Texas limited
partnership ( "Trend "), duly acting by and through its General
Partner (Opus and Trend are sometimes hereinafter collectively
referred to as "Owners ").
RECITALS
WHEREAS, on the llth day of June, 1998, the City Co nCil, of
the City of Round Rock, Texas, adopted Ordinance No. G- 98- 06- 11 -12A1
establishing Reinvestment Zone No. 22, City of Round Rock, Texas for
commercial /industrial tax abatement, hereinafter referred to as
"Ordinance No. G- 98- 06- 11- 12A1 ", as authorized by Chapter 312, Tax
Code, V.A.T.S. as amended, hereinafter referred to as the "Code ";
and
WHEREAS, the City has adopted Ordinance No. G- 97- 10- 09 -9F,
which Ordinance adopted appropriate guidelines and criteria
governing reinvestment zones and tax abatement agreements to be
entered into by the City as contemplated by the Code; and
WHEREAS, Opus, as Landlord, and Trend, as Tenant, have entered
into an Industrial Lease Agreement for Trend's use and occupancy of
the Premises (as hereinafter defined); and
WHEREAS, the contemplated use of the Premises (as hereinafter
defined) and Improvements (as hereinafter defined) as well as the
terms of this Agreement are consistent with encouraging development
in said Reinvestment Zone No. 22 in accordance with the purposes for
its creation and are in compliance with Ordinance No. G- 97- 10 -09 -9F
and the guidelines and criteria adopted by the City and all
applicable laws; and
WHEREAS, the Improvements constitute a major investment within
Reinvestment Zone No. 22 that will substantially increase the
appraised value of the property within the zone; and will contribute
to the retention or expansion of primary and secondary employment
within the City; and
1
WHEREAS, the City finds that there will be no substantial
adverse effects on the provision of governmental services or on its
tax base and that the planned use of the Premises will not
constitute a hazard to public safety, health, or welfare, NOW
THEREFORE, the parties hereto do mutually agree as follows:
1. The property to be the
subject of this Agreement shall be that property included within the
Reinvestment Zone No. 22 which is more fully described in Exhibit
"A" which is made a part hereof and shall be hereinafter referred to
as the "Premises."
2. •, •r • ,i• . - 11 - , The Owners have commenced
construction of their facility as described in the applications for
tax abatement, (copies of which are attached hereto as Exhibits
"B -1" and "B -2 ") on the Premises, said facility hereinafter.referred
to as "Improvements. ") The Improvements shall consist of a newly
constructed office and manufacturing building ( "Building ")
containing approximately 120,000 square feet, and manufacturing
equipment ( "Equipment ") more fully described in Exhibit "C." The
total construction cost of the Building is approximately Four
Million, Four Hundred Thousand Dollars .($4,400,000). The total cost
of the Equipment is approximately Twelve Million Dollars
($12,000,000.00). The Building is to be substantially complete and
the Equipment delivered and /or installed on or before December 31,
1998; provided that Owners shall have such additional time to
complete and install the Improvements as may be required in the
event of "force majeure," if Owners are diligently and faithfully
pursuing completion and installation of the Improvements. For this
purpose, "force majeure" shall mean any contingency or cause beyond
the reasonable control of Owners including, without limitation, acts
of God or the public enemy, war, riot, civil commotion,
insurrection, governmental or de facto governmental action (unless
caused by acts or omissions of Owners), fires, explosions or floods,
and strikes. The date of completion of the Improvements shall be
defined as the date a Certificate of Occupancy is issued by the
City.
3. •u. - •. • 11. • - +1 - 9 The Owners agree and covenant
that they will diligently and faithfully in a good and workmanlike
manner pursue the completion and installation of the Improvements as
a good and valuable consideration of this Agreement. Owners further
covenant and agree that all construction and installation of the
Improvements will be in accordance with all applicable state and
local laws and regulations or pursuant to a valid waiver thereof. In
further consideration, Owners shall thereafter, from the date a
2
' Certificate of Occupancy is issued until the expiration of this
Agreement, continuously operate and maintain the Premises as an
office, manufacturing and warehouse facility.
4. Provision of john The Owners agree and covenant that they
will provide and /or retain at least the number of jobs on the
Premises from the completion date of the Improvements and throughout
the term of this Agreement according to the following schedule:
Date Retain New Total.
12/31/98 n/a 211 211
12/31/99 211 11 222
12/31/00 222 11 233
12/31/01 233 11 244
12/31/02 244 0 244
Trend shall provide to the City annual manpower reports in the
form attached hereto as Exhibit "D" and made a part hereof, within
sixty (60) days following the end of each calendar year.
Regardless of anything contained herein to the contrary, the
failure by Trend to provide the number of jobs set out in the above
schedule shall not be considered an event of default as defined in
paragraph 10 below unless the number of jobs actually provided is
less than seventy -five percent (75 %) of the number set out in the
schedule. If the actual number of jobs provided at the end of any
year is less than the scheduled number but is seventy -five percent
(75 %) or more, then the percentage of tax abatement for the
following year as provided in paragraph 7 below shall be reduced.
The percentage of tax abatement shall be reduced by the same
percentage that the actual number of jobs bears to the scheduled
number of jobs. By way of illustration, if on December 31, 2000,
Trend has provided ten percent (10 %) fewer jobs than is required,
then Owners' abatement for 2001 shall be reduced by ten percentage
points (i.e. the 75% abatement shall be reduced ten percentage
points to a 65% abatement.) Failure of Trend to provide at least
seventy -five percent (75 %) of the number of jobs required by this
Agreement shall be considered an event of default on the part of
Owners.
6. 4.. .. . - - +1 - . The Owners agree and
covenant that the attached applications for tax abatement (Exhibits
"B -l" and "B -2 ") are a part of this Agreement, and each Owner
further warrants that the information provided in its application is
true and correct. If any materially false or misleading information
is provided in said applications, City shall have the discretion to
3
declare this Agreement to be in default and City shall be entitled
to the remedies provided for in paragraph 10.
7. Portion of Taxes Abated Subject to the terms and
conditions of this Agreement, and subject to the rights of the
holders of any outstanding bonds of the City, a portion of ad
valorem real and personal property taxes from the Premises otherwise
owed to the City shall be abated. The abatement of the real property
taxes shall be limited to the increase in assessed value of the
Premises over the value in the year in which this Agreement is
executed, provided such increase is directly attributable to the new
construction. The abatement of personal property taxes shall be
limited to the assessed value of the Equipment described in
paragraph 2. City hereby acknowledges that it is not aware of any
terms or conditions of any outstanding bonds which would invalidate
this Agreement. Said abatement shall be an amount equal to the
below- stated percentages assessed upon the increased valus of the
Premises and Improvements over the assessed value in the year in
which this Agreement is executed, in accordance with the terms of
this Agreement and all applicable state and local regulations:
Tax Year 1999
Tax Year 2000
Tax Year 2001
Tax Year 2002
Tax Year 2003
100% abatement
100% abatement
75% abatement
50% abatement
25% abatement
These abatements shall be for five (5) tax years beginning
January 1, 1999.
It is the intention of the parties hereto that Owner shall not
be entitled to an abatement for any increase in value of the
Premises which is not directly attributable to the Improvements.
8. Bight of Inspection The Owners further agree that the
City, its agents and employees shall have the right to enter upon
the Premises at any reasonable time to inspect the Improvements in
order to determine whether the construction and installation of the
Improvements is in accordance with this Agreement and all
applicable Federal, state, and local laws, ordinances, and
regulations or valid waiver thereof. After completion of the
Improvements, the City shall have the continuing right to enter
upon and inspect the Premises at any reasonable time to determine
whether the Premises are thereafter maintained and operated in
accordance with this Agreement and all applicable local laws,
ordinances, and regulations. If the City determines that a
violation of a local law, ordinance or regulation exists on the
4
Premises, the City, in addition to any other authorized enforcement
action, shall provide to the Owners written notice of such
violation. For the purposes of this Agreement, the Owners shall
have ten (10) days from the date of the notice to cure or remedy
such violation. If the Owners fail or refuse to cure or remedy the
violation within the ten (10) day period, the Owners are subject to
the forfeiture, at the discretion of the City and upon written
notice to Owners, of any right to any tax abatement for a portion
of the period or the entire period covered by this Agreement. In
addition, the failure or refusal to cure or remedy the aforesaid -
violation shall be considered a default of this Agreement under
paragraph 10.
11 • • 11 •
9.
Premises The Owners agree that upon completion of the
Improvements to add, and that during the term of this Agreement to
retain real property with a taxable value of not less than
$4,850,000.
Within sixty (60) days following completion of the
Improvements and by March 1, of each year thereafter, Owners shall
provide to the City documentation showing to the satisfaction of
the City that the value of taxable real property is in compliance
with the foregoing.
10. Events of Default. In the event that (1) the Improvements
for which an abatement has been granted are not completed in
accordance with this Agreement or (2) Owners allow their ad valorem .
taxes owed the City to become_ delinquent and fails to timely and
properly follow the legal procedures for protest and /or contest of
any such ad valorem taxes; or (3) Owners breach any of the terms
or conditions of this Agreement, then this Agreement shall be in
default. In the event that the Owners default in their performance
of (1), (2), or (3) above, then the City shall give the Owners
written notice of such default. If the default can be cured by the
payment of money or the posting of a bond or other collateral
acceptable to the City, the Owners shall have thirty (30) days to
cure such default. If the default cannot be cured by the payment of
money or the posting of a bond or other collateral, and the Owners
are diligently pursuing such cure, the Owners shall have sixty (60)
days to cure such default. If the Owners do not cure such default
as aforesaid, this Agreement may be terminated by the City by
written notice to Owners. Such notice shall be in writing and shall
be deemed delivered upon receipt when sent by personal delivery or
certified mail to the names and addresses set forth in paragraph
13(g)below.
5
• The parties acknowledge that actual damages in the event of
default would be speculative and difficult to determine.
Therefore, as the City's sole and exclusive remedy, the City may
recover as liquidated damages in the event of default and in
accordance with Section 312.205, Tax Code, V.A.T.S., as amended,
all taxes which otherwise would have been paid to the City without
the benefit of abatement (without the addition of penalty, but
interest will be charged at the statutory rate for delinquent taxes
as determined by Section 33.01 of the Tax Code) shall become a debt
owed by Owners to the City and shall be due, owing and paid to the
City within sixty (60) days of the expiration of the above
mentioned applicable cure period. However, no interest shall accrue
for abated taxes until the applicable cure period set forth above
has expired, and then interest shall only accrue as to taxes then
becoming due pursuant to this Paragraph 10.
11. Agricultural land It is understood and agreed. by the
City and the Owners that if the Premises have been designated and
taxed as agricultural land pursuant to Chapter 23, Subchapter C,
Tax Code, V.A.T.S., this Agreement shall not be effective and no
abatement will be granted until Owners have removed the
agricultural use designation and all taxes due pursuant to Section
23.55, Tax Code, V.A.T.S., as amended, (roll back taxes) have been
paid.
12. Authorizations.
a) City This Agreement was authorized by Resolution
of the City Council at its council meeting on the .22 day of
-Oc "`ae" 1998, authorizing the Mayor to execute the Agreement
on behalf of the City.
b) Opii,s. This Agreement was authorized by the Board of
Directors of the General Partner of Opus on the 16th day of
December, 1998, which authorization is attached hereto as
Exhibit "E ".
c) Trend This Agreement was authorized by the Board of
Directors of the General Partner of Trend Technologies Texas,
L.P. on the 23rd day of July, 1998, which authorization is
attached hereto as Exhibit "F ".
13.
a) Djtyxepresentations The City represents and warrants
that the Premises do not include any property that is owned by
a member of its council or boards, agencies, commissions, or
6
other governmental bodies approving, or having responsibility
for the approval of this Agreement.
b) agreement binds successors The terms and conditions
of this Agreement are binding upon the successors and assigns
of all parties hereto.
c) Assignment This Agreement cannot be assigned by
Owners unless written permission is first granted by the City,
which permission shall not be unreasonably withheld; provided
however, Owners may assign their rights under this Agreement
to an entity which is wholly owned by Owners. No assignment
shall be approved if the assignor or assignee are indebted to
the City for delinquent ad valorem taxes or other obligations.
d) Owners acting independently It is understood and
agreed between the parties that the Owners, in performing
their obligations hereunder, are acting independently, and
the City assumes no responsibilities or liabilities in
connection therewith to third parties.
e) Ownsrs's Indemnity During the term of this
Agreement, Owners agree to indemnify and hold City harmless
from any and all kinds of claims, losses, damages, injuries,
suits, or judgments which may accrue to Owners, City, or third
parties arising out of this Agreement.
f) Venue This Agreement is performable in Williamson
County, Texas, and venue for any suit arising hereunder shall
be in Williamson County, Texas.
g) Notice Any notices required herein shall be in
writing and shall be deemed delivered upon receipt when sent
by personal delivery or certified mail to may be delivered to
the addresses set forth below:
If to Opus:
Prior to December 31 1998
Opus Real Estate USA I, L.L.C.
800 Opus Center
9900 Bren Road East
Minnetonka, MN 55343
Attn: Chief Financial Officer
Facsimile No.: (612) 936 -9808
- 1 - - 11 . • • •
Opus Real Estate USA I, L.L.C.
10350 Bren Road West
7
Minnetonka, MN 55343
Attn: Chief Financial Officer
Facsimile No.: (612) 656 -4755
With copy to: Prior to December 31. 1998
Opus U.S. Corporation
900 Opus Center
9900 Bren Road East
Minnetonka, MN 55343
Attn: Brad J. Osmundson
Facsimile No.: (612) 936 -9808
If to Trend:
After December 31, 1998
Opus Corporation
10350 Bren Road West
Minnetonka, MN 55343
Attn: Brad J. Osmundson
Facsimile No.: (612) 656 -4755
Trend Technologies Texas, L.P.
Old Settlers Boulevard
Round Rock, Texas 78664
Attention: Jon Beard
With copy to: Gibson, Dunn & Crutcher, L.L.P.
1717 Main Street
Suite 5400
Dallas, Texas 75201
Attention: David L. Herbert
If to the City:City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
Attention: Robert L. Bennett
8
With copy to: Brown McCarroll Sheets & Crossfield, L.L.P.
309 E. Main Street
Round Rock, Texas 78664
Attention: Stephan L. Sheets
h) Counterparts. This Agreement may be executed in one or
more counterparts, each and all of which shall constitute one
and the same agreement.
Witness our hands this 2 day of December, 1998.
ATTEST;
CITY F ROUND ROCK, TEXAS
E
CHARLES CUUL'PXAR, Mayor
LAND, City Secretary
OPUS REAL ESTATE TEXAS I LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: Opus Real Estate USA I, L.L.C.,
a Delaware limited liability
company
By:
TREND TECHNOLOGIES TEXAS, L.P., a
Texas limited partnership
By: TREND TECHNO
California
By:
9
f�rYtil �2c�s its fot;fLczfac�Ll
EXHIBIT 'A"
Lot 2B, Block "C ", AMENDING PLAT OF THE REPLAT OF BLOCK
`C' CRYSTAL PARK, a subdivision in Williamson County,
Texas, according to the map or plat thereof, recorded in
Cabinet Q, Slide(s) 173 -174 of the Plat Records of
Williamson County, Texas.
10
EXHIBIT "B —!
txabmt.3.14.95
L APPLICANT INFORMATION:
APPLICATION FOR TAX ABATEMENT
This is to certify that the statements contained herein are true and correct. The
signers hereof are authorized to make these statements on behalf of the applicant.
The filing of this document acknowledges familiarity and conformance with
guidelines and criteria for granting tax abatement. This application will become part
of the agreement which shall be enforceable and binding on the applicant. False
representations will be grounds for terminating the agreement. Any such false
statements shall be considered a default which renders the agreement void. This
application should be filed with the City Manager of the City of Round Rock, 221
East Main Street, Round Rock, Texas 78664.
Company Name: Opus South Corporation •
Address:
IL PROTECT INFORMATION:
12225 Greenville Ave., Suite 900
Dallas, Texas 75243
DATE:
A. Description of area to be designated as reinvestment zone: (attach map)
Lot 2 of the Replat of Lot 2A of the Replat of Block C
Crystal Park
B. Description of eligible improvements (real property) to be constructed:
120.000 +/- S.F. Office /Manufacturing Building
Da rki nr and Trnrk rnnrt - rnnrrete
Building Shell - tilt wall construction /steel frame
C. Current assessed value:
(Land only) $450,000 for approximately nine acres.
D. Estimated value of eligible improvements:
building: $4, 400,000
equipment:
Page 1
txabmt.3.14.95
Description of ineligible (taxable) property to be included in project
F. Estimated value of ineligible property:
G. Estimated value of site as of January 1 preceding abatement agreement:
Land:
Improvements:
Personal Property:
H. This project is:
( ) A New Plant ( ) An Expansion ( ) A Modernization
If Modernization:
Estimated economic life of existing plant:
Added economic life from modernization:
I. Tax abatement requested:
% of eligible property for year 1.
% of eligible property for year 2.
% of eligible property for year 3.
% of eligible property for year 4.
% of eligible property for year 5.
III. ECONOMIC INFORMATION:
A. Construction Estimates:
Commencement Date:
March 2, 1998
Completion Date:
July 7, 1998
# of Construction Jobs
B. Estimated number of jobs to be created:
1. December 31, 199
2. December 31, 199
3. December 31, 199
4. December 31, 199
5. December 31, 199
$610,000
$380.000 (,site work /retention pond)
years
years
Local
Transfer Total
Est. Salaries
Page 2
C. Other estimated taxes generated by project:
Sales Tax:
Other (Identify):
D. The proposed reinvestment zone is located in:
City: Round Rock
County: Williamson
School District: Round Rock Independent School District (RRISD)
Other Taxing Jurisdiction: Brushy Creek WCID
iature of Authorized Company Official
James F. Kline, Regional Vice President
Printed Name and Title of Authorized
Company Official
Company Representative to be contacted:
Upon receipt of the application, the City of Round Rock may also require copies of the
latest annual stockholders report, audited financial statements, bank references, and any
other information required to evaluate the application.
txabmt.3.14.95
Name: Steven Chilton
Address: 12225 Greenville Ave.,
Dallas, Texas 75243
Telephone No.: 972 480 9787
Title: Sr. Real Estate Manager
Suite 900
Page 3
STATE OF TEXAS
lDalla.S
COUNTY OF
JE ;tAY TRA3UE
My Commission Expires
MAY S. 20C1
txabmt.3.14.95
VERIFICATION
BEFORE ME, the undersigned Notary Public, on this day personally
appeared ,clrrten r Kline Res. Vice Pres,dent(title) of Opus Sou C-0r�ors 'p
(Owner), being by me duly sworn on his oath deposed and said that he is duly
qualified and authorized in all respects to make this affidavit; that he has read the
above and foregoing Application For Tax Abatement; and that every statement
contained in the Application is within his knowledge and true and correct.
SUBSCRIBED AND SWORN TO BEFORE ME on the 3 day of Rp
19 q`3, .to certify which witness my hand and official seal.
No .. Public,' tate of Texas
Printed Name: Se mac/ -- Tra b t e.
My Commission Expires: ✓)'inci , goo l
s tci-certify
s hr
ilin
ine:
ag
iertt
teal
:attc
lair
AP
t
, EXHIBIT "13
APPT_ICATION FOR TAX ABATEMENT .
that the statements contained herein are true and correct. The
reof are authorized to make these statements on behalf of the applicant.
; of this document acknowledges familiarity and conformance with
and criteria for granting tax abatement. This application will become part
eement which shall be enforceable and binding on the applicant. False
.itions will be grounds for terminating the agreement. Any such false
l shall be considered a default which renders the agreement void. This
:t should be filed with the City- Manager of the City of Round Rock, 221
Street, Round Rock, Texas 78664.
DATE: "`file f 178
? LICAN"I' INFORMATION:
pany Name: Trend Technologies.•Texas.L.P.
Co,.
Adk{ress:
i
i
pRpTECT
1
A.
1 1 6 Old Sett 1 e r s• R d.
Round Rock, TX 78664
INFORMATION: (see copy of P1 at)
Description of area to be designated as reinvestment zone: (attach map)
B.
An Description of eligible improvements (real property) to be constructed:
A.V )Mal
C.
D.
13,u
ea
r_ _1
P
Current assessed value: _o_
Estimated value of eligible improveme ts: -0-
].din ::
iipment:
Page 1
95
.1
This i
sign
The f
guide
of th
repres
staten
applic
East
L
II.
hcah
Local
Transfer
Total
Est. Salaries
190
10
200
$4.OMM
200
11
211
4.3MM
210
12
222
4.5MM
22
13
233
4.7MM
4.9MM
230
14
244
•e
r
E Description of ineligible (taxable) property to be included In project
building and land - OPUS
F. Estimated value of ineligible property:
OPUS
G. Estimated value of site as of January 1 preceding abatement agreement:
N/A
Im•,rovements: N/A
P Property: -U-
H. This project is:
(V A New Plant ( ) An Expansion ( ) A Modernization
If Modernization:
Estimated economic life of existing plant:
Added economic life from modernization:
Tax abatement requested:
% of eligible property for year I.
% of eligible property for year 2.
of eligible property for year 3.
% of eligible property for year 4.
% of eligible property for year 5.
years
years
III. EC. DNOMIC INFORMATION:
A. Construction Estimates: N/A
Cc nmencement Date: I Completion Date: 1# of Construction Jobs 1
2.. Estimated number of jobs to be created:
1 December 31, 19
2. December 31, 19
3. December 31, 19
4. December 31, 19
5. December 31, 19
Page 2
D. The proposed reinvestment zone is located in:
txabmt.3d
C. Other estimated taxes generated by project:
Cj Round Rock
County: Williamson
Sclkool District: Round Rock Independent School District (RRISDY
Other Taxing Jurisdicti.n: Brushy Creek WCII)
Signatured'of Au
•
Robert ¢R. Strickl
Printed ly'ame and Title of Authorized
Compare. Official
CompanS Representative to be contacted:
N L ne, Jon Beard
At dress: 116 Old Settlers Rd
Round Rock, TX
Te.ephone No.: 512/244-7200
Upon ret.eipt of the application, the City of Round Rock may also require copies of
latest an ival stockholders report, audited financial statements, bank references, and
other Inf'trmation required to evaluate the application.
.95
Sales Tax: N/A
Other (Identify):
horiz
ompany Official
Inc'. ‘""General Partner of Trend
Technologies Texas LP
Title:piant Mgr
Page 3
STATE OF CALIFORNIA
COUNTY OF SANTA CLARA
BEFORE ME, the undersigned Notary Public, on this day persanatly
appeared Robert R. Strickland, Vice President — Finance, of Trend Technologies
Inc., the General Partner of Trend Technologies Texas LP (Owner), being by me
duly sworn on his oath deposed and said that he is duly qualified and authorized
in all respects to make this affidavit; that he has read the above and foregoing
Application For Tax Abatement; and that every statement contained in the
Application is within his knowledge and true and correct.
SUBSCRIBED AND SWORN TO BEFORE ME on the 22 day of October,
1998, to certify which witness my hand and official seal.
VERIFICATION
On
fie
Robe R.trickla
Vice President, Finance of Trend Technologies, Inc.,
General Partner of Trend Technologies Texas LP
SHIRLEY M. CAMPBELL E
COMM. NO. 1193319 ;
NOTARY PUBLIC • CALIFORNIA a
SANTA CLARA COUNTY
con. EXPIRES AUGUST 14, 2002
Shirley M. ampbell
Notary Public, State of California
My Commission Expires:/ /91/6-40c2-
Directo Resolutions of the Board ted May 12 rs
1997
f Trend Holdings, Inc.
Adop, WHEREAS, it is appropriate and necessary for the Company to appoint officers of its subsidiaries;
NOW THEREFORE BE IT RESOLVED that, revoking any and all prior appointments and thereby
removing from office any person not named to an office below, the officers of the Trend Plastics, Inc. be,
and hereby are, appointed as set forth below:
President and Chief Operating Officer Joseph Jahn
Vice President — Finance, Chief Financial Officer and
kl
Treasurer and Assistant Secretary Robert Fitzsimmons Robert Strickland
Secistary Roger Masini
Assistant Secretary
Authorization of Certain Corporate Transactions
WHEREAS, in the ordinary course of business it is necessary or advisable for the Company to
enter into various corporate transactions;
WHEREAS, the Board of Directors desires to authorize designated members of management of
the Company to enter into certain transactions without further approval of the Board, provided the
approval of such transactions is consistent with these resolutions;
NOW, THEREFORE, BE IT RESOLVED that transactions approved by the designated members
of management consistent with the parameters set forth below in these resolutions be, and hereby are,
authorized as transactions of the Company.
Lease of Real Proper
WHEREAS, from time to time the Company enters into leases for real property ("Real Property ")
for manufacturing, assembly, warehouse, office space or other purposes;
NOW, THEREFORE, BE IT RESOLVED that with respect to any lease for Real Property the
annual expense of which to the Company will be less than $100,000, the President and the Vice President
— Finance be, and hereby is, authorized to approve, negotiate the terms of and enter into any such lease on
behalf of the Company, the taking of such actions and the execution of such documents by such persons
being conclusive evidence of the requisite authority therefor.
Purchase or Lease of Personal Property
WHEREAS, from time to time the Company enters into et of ortlets for r perso
property constituting fixed assets ( "Personal Property"), including, but
assembly, transportation and office equipment;
NOW, THEREFORE, BE IT RESOLVED, that with respect to any purchase of Personal Property
specifically reflected in an annual capital r expenditure
ce penndi than $200,000, or any lease Board ot nal Prope any
at a
other purchase of Personal Property price
a value of less than $200,000, the President of the Company be, and hereby is, authorized to
approve, negotiate the terms of and enter into any such purchase or lease on behalf of the Company, the
Bank Account)
f
taking of such actions and execution of such documents being conclusive evidence of the requisite
authority therefor.
WHEREAS, the designations of depositories for the funds of the company is deemed to be
advisable;
NOW, THEREFORE, BE IT RESOLVED, that the Treasurer of the Company be, and hereby is,
authorized to designate financial institutions with which the funds of the Company may be deposited,
including designation of depositories and paying agents for safekeeping and other matters, and to sign
checks, drafts, or other orders, whether actual or facsimile, for withdrawal of funds against the
Company's accounts at such depositories;
RESOLVED FURTHER that the signature of two officers or employees designated by the Chief
Financial Officer be, and hereby is required on any checks, drafts, or other orders for withdrawal of more
than $5,000 from the Company's accounts;
RESOLVED FURTHER that nothing contained in the foregoing resolution shall be deemed to
revoke, or to alter or amend in any respect, any instructions of the Company to any depository in which
the Company has funds on deposit at the time of the adoption of the foregoing resolution.
)Yfiscellancons Transactions
RESOLVED FURTHER, that with respect to any other type of transaction, other than purchases
or sales of inventory in the ordinary course of business, not covered by the foregoing resolutions the total
expense of which to the Company will be less than $100,000, each of the President and Vice President —
Finance of the Company be, and each of them hereby is, authorized to approve such transactions and
requisite documents, if any, on behalf of the Company, the taking of such actions and the execution of
such documents being conclusive evidence of the requisite authority therefor.
TREND EQUIPMENT
ROUND ROCK, TEXAS
EQUIPMENT COST
PROCESS WATER SYSTEM $280,000
COMPRESSED AIR SYSTEM 70,000
QUALITY ASSURANCE EQUIPMENT 150,000
OVERHEAD CRANE SYSTEM 254,000
MATERIAL TRANSFER SYSTEM 138,000
MATERIAL MEZZANINE ' 70,000
PRE - FABRICATED OFFICES 72,000
TOOL SHOP EQUIPMENT 350,000
COMPUTER EQUIPMENT 60,000
MOLDING MACHINES
1,000 TON-6MACHINES 4,866,000
700 TON -2 MACHINES 544,000
500 TON -3 MACHINES 711,000
STAMPING MACHINES
600 TON -1 MACHINE 1,300,000
400 TON -I MACHINE 564,000
300 TON -1 MACHINE 459,000
200 TON -1 MACHINE 382,000
160 TON -1 MACHINE 378,000
ASSEMBLY LINE - TRAPPER 50,000
EXHIBIT
C M
TOTAL 10698000
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
EXHIBIT "D"
MANPOWER REPORT
I, of (Owner) do
certify that on December 31,19 there were full time employees
at
Signature:
Printed Name:
Title:
Date:
BEFORE ME, the undersigned Notary Public, on this day
personally appeared of (Owner),
being by me duly sworn on his oath deposed and said that he is duly
qualified and authorized in all respects to make this affidavit;
and that every statement contained in the Manpower Report is within
his knowledge and true and correct.
SUBSCRIBED AND SWORN TO BEFORE ME on the Day
of , 19 , to certify which witness my hand and
official seal.
Notary Public, State of Texas
Printed Name:
My Commission Expires:
14
FRdMi BRIGGS & MORGAN (WED) 12. 16' 98 13:52/ST. 13:52,410. 3561732826 P 2
MOM/941
CERTIFICATE OF SECRETARY
The undersigned, as Secretary of Opus Real Estate USA I, L.L.C., aDelaware limited
liability company (the "Company "), hereby certifies that all of the members of the Board of
Directors of Company adopted the following resolutions, effective as of December 16,
1998:
RESOLVED, that Keith P. Bednarowski, Andrew C. Deckas and Ronald W.
Schiferl as President, Vice President and Vice President/Chief Financial Officer,
respectively, of the Company, or either one of them acting alone ( "Authorized
Officers "), are hereby authorized on behalf of the Company, as the general partner of
Opus Real Estate Texas I Limited Partnership, a Delaware limited partnership (thc
"Partnership "), to execute any and all tax abatement agreements with the City of
Round Rock, Texas, and Trend Technologies Texas, L.P., and/or either vne of them,
in connection with the tax abatement on certain real property owned by the
Partnership in Williamson County, Texas, and such other instruments and documents
required by or in connection with thc tax abatement agreement.
RESOLVED FURTHER, that all the acts of the Authorized Officers
heretofore taken regarding said instruments and documents are hereby approved and
ratified.
RESOLVED FURTHER, that the authority conferred on the Authorized
Officers by this Resolution shall remain in full force and effect until written action or
revocation by further resolution of the Board of Directors, certified by the Secretary,
shall have been delivered to the City of Round Rock, Texas.
The undersigned further certifies that the none of the above Resolutions have been
amended or modified and are presently in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Secretary of the Company as of December 16, 1998.
EXHIBIT
\v C 4
drew C. Deckas, Secretary
^OCT. 1.1998 5 :22PM
resol.r2.doc
TREND PLASTICS
•
RESOLUTION OF THE BOARD OF DIRECTORS
OF TREND HOLDINGS, INC.
Adopted at the Board Meeting of
July 23, 1998
WHEREAS, Trend Technologies, Inc. (the "Company "), a wholly owned subsidiary of
Trend Holdings, Inc. and the General Partner of Trend Technologies Texas, L.P., has
recommended the lease, construction, outfitting and operation of a manufacturing•faoility
in the Crystal Park Development located in Round Rock, Texas (the "Round Rock
facility "), and
WHEREAS Company management has previously received the necessary Board
approvals to proceed with this project,
NOW, THEREFORE the following Resolution is adopted by the Board of Directors of
Trend Holdings, Inc.:
RESOLVED that the President and/or Chief Financial Officer of the Company are
authorized to approve, negotiate the terms of and enter into a Tax Abatement Agreement
by and between the City of Round Rock, Opus South Corporation, and Trend
Technologies Texas, L.P.
EXHIBIT
NO.O29 P.2 /5
HE SMATE OF TEXAS
COUNTY OF WILLIAMSON
TAX ABATEMENT AGREEMENT
This Tax Abatement Agreement ( "Agreement ") is entered into by
and between the CITY OF ROUND ROCK, TEXAS, a home rule city and
municipal corporation of Williamson and Travis Counties, Texas, duly
acting herein by and through its Mayor, hereinafter referred to as
"City ", and OPUS REAL ESTATE TEXAS I LIMITED PARTNERSHIP, a Delaware
limited partnership ( "Opus "), duly acting by and through its General
Partner, and TREND TECHNOLOGIES TEXAS, L.P. a Texas limited
partnership ( "Trend "), duly acting by and through its General
Partner (Opus and Trend are sometimes hereinafter collectively
referred to as "Owners ").
RECITALS
WHEREAS, on the 11th day of June, 1998, the City Council, of
the City of Round Rock, Texas, adopted Ordinance No. G- 98- 06- 11 -12A1
establishing Reinvestment Zone No. 22, City of Round Rock, Texas for
commercial /industrial tax abatement, hereinafter referred to as
"Ordinance No. G- 98- 06- 11- 12A1 ", as authorized by Chapter 312, Tax
Code, V.A.T.S. as amended, hereinafter referred to as the "Code ";
and
WHEREAS, the City has adopted Ordinance No. G- 97- 10- 09 -9F,
which Ordinance adopted appropriate guidelines and criteria
governing reinvestment zones and tax abatement agreements to be
entered into by the City as contemplated by the Code; and
WHEREAS, Opus, as Landlord, and Trend, as Tenant, have entered
into an Industrial Lease Agreement for Trend's use and occupancy of
the Premises (as hereinafter defined); and
WHEREAS, the contemplated use of the Premises (as hereinafter
defined) and Improvements (as hereinafter defined) as well as the
terms of this Agreement are consistent with encouraging development
in said Reinvestment Zone No. 22 in accordance with the purposes for
its creation and are in compliance with Ordinance No. G- 97- 10 -09 -9F
and the guidelines and criteria adopted by the City and all
applicable laws; and
WHEREAS, the Improvements constitute a major investment within
Reinvestment Zone No. 22 that will substantially increase the
appraised value of the property within the zone; and will contribute
to the retention or expansion of primary and secondary employment
within the City; and
1
WHEREAS, the City finds that there will be no substantial
adverse effects on the provision of governmental services or on its
tax base and that the planned use of the Premises will not
constitute a hazard to public safety, health, or welfare, NOW
THEREFORE, the parties hereto do mutually agree as follows;
1. Property Subject to Agreement The property to be the
subject of this Agreement shall be that property included within the
Reinvestment Zone No. 22 which is more fully described in Exhibit
"A" which is made a part hereof and shall be hereinafter referred to
as the "Premises."
2. Construction of Improvements The Owners have commenced
construction of their facility as described in the applications for
tax abatement, (copies of which are attached hereto as Exhibits
"B -1" and "B -2 ") on the Premises, said facility hereinafter referred
to as "Improvements. ") The Improvements shall consist of a newly
constructed office and manufacturing building ( "Building ")
containing approximately 120,000 square feet, and manufacturing
equipment ( "Equipment ") more fully described in Exhibit "C." The
total construction cost of the Building is approximately Four
Million, Four Hundred Thousand Dollars ($4,400,000). The total cost
of the Equipment is approximately Twelve Million Dollars
($12,000,000.00). The Building is to be substantially complete and
the Equipment delivered and /or installed on or before December 31,
1998; provided that Owners shall have such additional time to
complete and install the Improvements as may be required in the
event of "force majeure," if Owners are diligently and faithfully
pursuing completion and installation of the Improvements. For this
purpose, "force majeure" shall mean any contingency or cause beyond
the reasonable control of Owners including, without limitation, acts
of God or the public enemy, war, riot, civil commotion,
insurrection, governmental or de facto governmental action (unless
caused by acts or omissions of Owners), fires, explosions or floods,
and strikes. The date of completion of the Improvements shall be
defined as the date a Certificate of Occupancy is issued by the
City.
3. •ei• ., • u• • n . - The Owners agree and covenant
that they will diligently and faithfully in a good and workmanlike
manner pursue the completion and installation of the Improvements as
a good and valuable consideration of this Agreement. Owners further
covenant and agree that all construction and installation of the
Improvements will be in accordance with all applicable state and
local laws and regulations or pursuant to a valid waiver thereof. In
further consideration, Owners shall thereafter, from the date a
2
Certificate of Occupancy is issued until the expiration of this
Agreement, continuously operate and maintain the Premises as an
office, manufacturing and warehouse facility.
4. Provision of jobs The Owners agree and covenant that they
will provide and /or retain at least the number of jobs on the
Premises from the completion date of the Improvements and throughout
the term of this Agreement according to the following schedule:
Data Retain New Total
12/31/98 n/a 211 211
12/31/99 211 11 222
12/31/00 222 11 233
12/31/01 233 11 244
12/31/02 244 0 244
Trend shall provide to the City annual manpower reports in the
form attached hereto as Exhibit "D" and made a part hereof, within
sixty (60) days following the end of each calendar year.
Regardless of anything contained herein to the contrary, the
failure by Trend to provide the number of jobs set out in the above
schedule shall not be considered an event of default as defined in
paragraph 10 below unless the number of jobs actually provided is
less than seventy -five percent (75 %) of the number set out in the
schedule. If the actual number of jobs provided at the end of any
year is less than the scheduled number but is seventy -five percent
(75 %) or more, then the percentage of tax abatement for the
following year as provided in paragraph 7 below shall be reduced.
The percentage of tax abatement shall be reduced by the same
percentage that the actual number of jobs bears to the scheduled
number of jobs. By way of illustration, if on December 31, 2000,
Trend has provided ten percent (10 %) fewer jobs than is required,
then Owners' abatement for 2001 shall be reduced by ten percentage
points (i.e. the 75% abatement shall be reduced ten percentage
points to a 65% abatement.) Failure of Trend to provide at least
seventy -five percent (75 %) of the number of jobs required by this
Agreement shall be considered an event of default on the part of
Owners.
6. 4p, - n - , The Owners agree and
covenant that the attached applications for tax abatement (Exhibits
"B -1" and "8-2 ") are a part of this Agreement, and each Owner
further warrants that the information provided in its application is
true and correct. If any materially false or misleading information
is provided in said applications, City shall have the discretion to
3
declare this Agreement to be in default and City shall be entitled
to the remedies provided for in paragraph 10.
7. Portion of Taxes Abated Subject to the terms and
conditions of this Agreement, and subject to the rights of the
holders of any outstanding bonds of the City, a portion of ad
valorem real and personal property taxes from the Premises otherwise
owed to the City shall be abated. The abatement of the real property
taxes shall be limited to the increase in assessed value of the
Premises over the value in the year in which this Agreement is
executed, provided such increase is directly attributable to the new
construction. The abatement of personal property taxes shall be
limited to the assessed value of the Equipment described in
paragraph 2. City hereby acknowledges that it is not aware of any
terms or conditions of any outstanding bonds which would invalidate
this Agreement. Said abatement shall be an amount equal to the
below- stated percentages assessed upon the increased value of the
Premises and Improvements over the assessed value in the year in
which this Agreement is executed, in accordance with the terms of
this Agreement and all applicable state and local regulations:
Tax Year 1999
Tax Year 2000
Tax Year 2001
Tax Year 2002
Tax Year 2003
100% abatement
100% abatement
75% abatement
50% abatement
25% abatement
These abatements shall be for five (5) tax years beginning
January 1, 1999.
It is the intention of the parties hereto that Owner shall not
be entitled to an abatement for any increase in value of the
Premises which is not directly attributable to the Improvements.
8. Right of Inspection. The Owners further agree that the
City, its agents and employees shall have the right to enter upon
the Premises at any reasonable time to inspect the Improvements in
order to determine whether the construction and installation of the
Improvements is in accordance with this Agreement and all
applicable Federal, state, and local laws, ordinances, and
regulations or valid waiver thereof. After completion of the
Improvements, the City shall have the continuing right to enter
upon and inspect the Premises at any reasonable time to determine
whether the Premises are thereafter maintained and operated in
accordance with this Agreement and all applicable local laws,
ordinances, and regulations. If the City determines that a
violation of a local law, ordinance or regulation exists on the
4
Premises, the City, in addition to any other authorized enforcement
action, shall provide to the Owners written notice of such
violation. For the purposes of this Agreement, the Owners shall
have ten (10) days from the date of the notice to cure or remedy
such violation. If the Owners fail or refuse to cure or remedy the
violation within the ten (10) day period, the Owners are subject to
the forfeiture, at the discretion of the City and upon written
notice to Owners, of any right to any tax abatement for a portion
of the period or the entire period covered by this Agreement. In
addition, the failure or refusal to cure or remedy the aforesaid
violation shall be considered a default of this Agreement under
paragraph 10.
9. Cost of Imprn.rempnrG end varsnnal Property added to the
Premises. The Owners agree that upon completion of the
Improvements to add, and that during the term of this Agreement to
retain real property with a taxable value of not less than
$4,850,000.
Within sixty (60) days following completion of the
Improvements and by March 1, of each year thereafter, Owners shall
provide to the City documentation showing to the satisfaction of
the City that the value of taxable real property is in compliance
with the foregoing.
10. Events of Default In the event that (1) the Improvements
for which an abatement has been granted are not completed in
accordance with this Agreement or (2) Owners allow their ad valorem
taxes owed the City to become delinquent and fails to timely and
properly follow the legal procedures for protest and /or contest of
any such ad valorem taxes; or (3) Owners breach any of the terms
or conditions of this Agreement, then this Agreement shall be in
default. In the event that the Owners default in their performance
of (1), (2), or (3) above, then the City shall give the Owners
written notice of such default. If the default can be cured by the
payment of money or the posting of a bond or other collateral
acceptable to the City, the Owners shall have thirty (30) days to
cure such default. If the default cannot be cured by the payment of
money or the posting of a bond or other collateral, and the Owners
are diligently pursuing such cure, the Owners shall have sixty (60)
days to cure such default. If the Owners do not cure such default
as aforesaid, this Agreement may be terminated by the City by
written notice to Owners. Such notice shall be in writing and shall
be deemed delivered upon receipt when sent by personal delivery or
certified mail to the names and addresses set forth in paragraph
13(g)below.
5
The parties acknowledge that actual damages in the event of
default would be speculative and difficult to determine.
Therefore, as the City's sole and exclusive remedy, the City may
recover as liquidated damages in the event of default and in
accordance with Section 312.205, Tax Code, V.A.T.S., as amended,
all taxes which otherwise would have been paid to the City without
the benefit of abatement (without the addition of penalty, but
interest will be charged at the statutory rate for delinquent taxes
as determined by Section 33.01 of the Tax Code) shall become a debt
owed by Owners to the City and shall be due, owing and paid to the
City within sixty (60) days of the expiration of the above
mentioned applicable cure period. However, no interest shall accrue
for abated taxes until the applicable cure period set forth above
has expired, and then interest shall only accrue as to taxes then
becoming due pursuant to this Paragraph 10.
11. Agricultural land It is understood and agreed by the
City and the Owners that if the Premises have been designated and
taxed as agricultural land pursuant to Chapter 23, Subchapter C,
Tax Code, V.A.T.S., this Agreement shall not be effective and no
abatement will be granted until Owners have removed the
agricultural use designation and all taxes due pursuant to Section
23.55, Tax Code, V.A.T.S., as amended, (roll back taxes) have been
paid.
12. Authorizations-
a) City. This Agreement was authorized by Resolution
of the City Council at its council meeting on the ,22 day of
�CW -l�r Bee 1998, authorizing the Mayor to execute the Agreement
on behalf of the City.
b) Opus. This Agreement was authorized by the Board of
Directors of the General Partner of Opus on the 16th day of
December, 1998, which authorization is attached hereto as
Exhibit "E ".
c) Trend. This Agreement was authorized by the Board of
Directors of the General Partner of Trend Technologies Texas,
L.P. on the 23rd day of July, 1998, which authorization is
attached hereto as Exhibit "F ".
13.
a) . The City represents and warrants
that the Premises do not include any property that is owned by
a member of its council or boards, agencies, commissions, or
6
other governmental bodies approving, or having responsibility
for the approval of this Agreement.
b) Agreement hinds sur .r.as S - rs The terms and conditions
of this Agreement are binding upon the successors and assigns
of all parties hereto.
c) 'anment. This Agreement cannot be assigned by
Owners unless written permission is first granted by the City,
which permission shall not be unreasonably withheld; provided
however, Owners may assign their rights under this Agreement
to an entity which is wholly owned by Owners. No assignment
shall be approved if the assignor or assignee are indebted to
the City for delinquent ad valorem taxes or other obligations.
d) . u - - .. ..- . -*. -. It is understood and
agreed between the parties that the Owners, in performing
their obligations hereunder, are acting independently, and
the City assumes no responsibilities or liabilities in
connection therewith to third parties.
e) Ownerq'9 Indemnity. During the term of this
Agreement, Owners agree to indemnify and hold City harmless
from any and all kinds of claims, losses, damages, injuries,
suits, or judgments which may accrue to Owners, City, or third
parties arising out of this Agreement.
f) Venue. This Agreement is performable in Williamson
County, Texas, and venue for any suit arising hereunder shall
be in Williamson County, Texas.
g) Notice. Any notices required herein shall be in
writing and shall be deemed delivered upon receipt when sent
by personal delivery or certified mail to may be delivered to
the addresses set forth below:
If to Opus:
Prior to December 31, 1998
Opus Real Estate USA I, L.L.C.
800 Opus Center
9900 Bren Road East
Minnetonka, MN 55343
Attn: Chief Financial Officer
Facsimile No.: (612) 936 -9808
1 - 41 . -
Opus Real Estate USA I, L.L.C.
10350 Bren Road West
7
With copy to: Prior to December 31, 1998
Opus U.S. Corporation
900 Opus Center
9900 Bren Road East
Minnetonka, MN 55343
Attn: Brad J. Osmundson
Facsimile No.: (612) 936 -9808
If to Trend:
Minnetonka, MN 55343
Attn: Chief Financial Officer
Facsimile No.: (612) 656 -4755
After December 31, 1998
Opus Corporation
10350 Bren Road West
Minnetonka, MN 55343
Attn: Brad J. Osmundson
Facsimile No.: (612) 656 -4755
Trend Technologies Texas, L.P.
Old Settlers Boulevard
Round Rock, Texas 78664
Attention: Jon Beard
With copy to: Gibson, Dunn & Crutcher, L.L.P.
1717 Main Street
Suite 5400
Dallas, Texas 75201
Attention: David L. Herbert
If to the City:City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
Attention: Robert L. Bennett
With copy to: Brown McCarroll Sheets & Crossfield, L.L.P.
309 E. Main Street
Round Rock, Texas 78664
Attention: Stephan L. Sheets
h) ..s - •. This Agreement may be executed in one or
more counterparts, each and all of which shall constitute one
and the same agreement.
Witness our hands this2 day of December, 1998.
8
ATTEST: CITY F ROUND ROCK, TEXAS
E
LAND
City Secretary
CHARLES CULP
Mayor
OPUS REAL ESTATE TEXAS I LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: Opus Real Estate USA I, L.L.C.,
a Delaware limited liability
company
By:
By:
9
California ration
s
TREND TECHNOLOGIES TEXAS, L.P., a
Texas limited partnership
By: TREND TECHNO OGIES, INC., a
EXHIBIT "A"
Lot 2B, Block "C ", AMENDING PLAT OF THE REPLAT OF BLOCK
`C' CRYSTAL PARK, a subdivision in Williamson County,
Texas, according to the map or plat thereof, recorded in
Cabinet Q, Slide(s) 173 -174 of the Plat Records of
Williamson County, Texas.
10
This is to certify that the statements contained herein are true and correct. The
signers hereof are authorized to make these statements on behalf of the applicant.
The filing of this document acknowledges familiarity and conformance with
guidelines and criteria for granting tax abatement. This application will become part
of the agreement which shall be enforceable and binding on the applicant. False
representations will be grounds for terminating the agreement. Any such false
statements shall be considered a default which renders the agreement void. This
application should be filed with the City Manager of the City of Round Rock, 221
East Main Street, Round Rock, Texas 78664.
L APPLICANT INFORMATION:
Address:
II. PROTECT INFORMATION:
txabmt.3.14.95
EXHIBIT °B' -1
APPLICATION FOR TAX ABATEMENT
Company Name: Opus South Corporation
DATE:
12225 Greenville Ave., Suite 900
Dallas, Texas 75243
D. Estimated value of eligible improvements:
building: $4,400,000
equipment:
A. Description of area to be designated as reinvestment zone: (attach map)
Lot 2 of the Replat of Lot 2A of the Replat of Block C
Crystal Park
B. Description of eligible improvements (real property) to be constructed:
120,000 +/- S.F. Office /Manufacturing Building
Parking and Tnirk mart - ronrLete
Building Shell - tilt wall construction /steel frame
C. Current assessed value:
(Land only) $450,000 for approximately nine acres.
Page 1
txabmt.3.14.95
E. Description of ineligible (taxable) property to be included in project:
F. Estimated value of ineligible property:
G. Estimated value of site as of January 1 preceding abatement agreement:
Land:
Improvements:
Personal Property:
$610,000
H. This project is:
( ) A New Plant ( ) An Expansion ( ) A Modernization
If Modernization:
Estimated economic life of existing plant:
Added economic life from modernization:
I. Tax abatement requested:
% of eligible property for year 1.
% of eligible property for year 2.
% of eligible property for year 3.
% of eligible property for year 4.
% of eligible property for year 5.
III. ECONOMIC INFORMATION:
A. Construction Estimates:
Commencement Date:
March 2, 1998
Completion Date:
July 7, 1998
# of Construction Jobs
B. Estimated number of jobs to be created:
1. December 31, 199
2. December 31, 199
3. December 31, 199
4. December 31, 199
5. December 31, 199
$380,000 (site work /retention pond)
years
years
Local
Transfer
Total
Est. Salaries
Page 2
C Other estimated taxes generated by project:
Sales Tax:
Other (Identify):
D. The proposed reinvestment zone is located in:
City: Round Rock
County: Williamson
School District: Round Rock Independent School District (RRISD)
Other Taxing Jurisdiction: Brushy Creek WCID
3 iature of Authorized Company Official
James F. Kline, Regional Vire President
Printed Name and Title of Authorized=
Company Official
Company Representative to be contacted:
Upon receipt of the application, the City of Round Rock may also require copies of the
latest annual stockholders report, audited financial statements, bank references, and any
other information required to evaluate the application.
txabmt.3.14.95
Name: Steven Chilton
Address: 12225 Greenvi It e Ave. ,
Dallas, Texas 75243
Telephone No.: 972 480 9787
Title: Sr. Real Estate Manager
Suite 900
?age 3
STATE OF TEXAS
La tta.s •
COUNTY OF AMI .
BEFORE ME, the undersigned Notary Public, on this day personally
appeared ,amen K !r; tie, Reg. Vice - Prey; t(title) of Opus Soai CoerordR.
(Owner), being by me duly sworn on his oath deposed and said that he is duly
qualified and authorized in all respects to make this affidavit; that he has read the
above and foregoing Application For Tax Abatement; and that every statement
contained in the Application is within his knowledge and true and correct.
SUBSCRIBED AND SWORN TO BEFORE ME on the S rri day of fpri 1
19 Q 8 , to certify which witness my hand and official seal.
JEMAY TRA2Ua
My Commission Expires
MAY 6. 2G01
txabmt.3.14.95
VERIFICATION
No .. Public, tate of Texas
Printed Name: Se mach �
My Commission Expires: 1'3'la ti , goo )
'age: <ii
s tc -
t t.
EXHIBIT "B' -2.
APPLICATION FOR TAX ABATEMENT ,
This i
sign
The
guide
of th
repre
Staten
appli
East
L
11.
tzab
Local
Transfer
Total
Est. Salaries
190
10
200
$4.OMM
200
11
211
4.3MM
210
12
222
4. 5 1�_,
220
13
233
4.7MM
230
14
244
4.9MM
txabmt3 l 1,95
escrivtion of ineligible (taxable) property to be included in project.
building and land - OPUS
F. Estimated value of ineligible property:
OPUS
G. Estimated value of site as of January 1 preceding abatement agreement:
La d: N/A
Im Irovements: N/A
P Property: - U -
H. This project is:
(! A New Plant
If Modernization:
Estimated economic life of existing plant years
Added economic life from modernization: years
I. Tax abatement requested:
% of eligible property for year I.
% of eligible property for year 2.
% of eligible property for year 3.
% of eligible property for year 4.
% of eligible property for year 5.
M. EC.DNOMIC INFORMATION:
A. Construction Estimates: N/A
Completion Date:
# of Construction Jobs
C:c nmencement Date:
E•. Estimated number of jobs to be created:
1. December 31, 19
2 - December 31, 19
3- December 31, 19
4 - December 31, 19
5. December 31, 19
( ) An Expansion ( ) A Modernization
Page 2
t=abmt_11
C. Other estimated taxes generated by project-
Sales Tax: N A
. Other (Identify):
D. The proposed reinvestment zone is located in:
Cit rc
C:o
Sc10o1 District:
Of ;er Taxing Jurisdicti•n:
Signature of Au horiz-• Company Official
Robert pl. Strick
Printed /I'ame and Title of Authorized
Compaq}- Official
Company; Representative to be contacted:
m i m e; Jon Beard
A+ress: 116 Old Settlers Rd
— ` Round Rock, TX
Telephone No.: 512/244-7200
.95
Round Rock
Williamson
Round Rock Independent School District (RRISD)
Brushy Creek WCID
.1
Inc'.''Geiieral Partner' of Trend
Technologies Texas LP
Ti tle: p l a n t higr
Upon rep :eipt of the application, the City of Round Rock may also require copies of
latest a :lival stockholders report, audited financial statements, bank references, and
other irif;irmation required to evaluate the application.
Page 3
STATE OF CALIFORNIA
COUNTY OF SANTA CLARA
BEFORE ME, the undersigned Notary Public, on this day personally
appeared Robert R. Strickland, Vice President — Finance, of Trend Technologies
Inc., the General Partner of Trend Technologies Texas LP (Owner), being by me
duly sworn on his oath deposed and said that he is duly qualified and authorized
in all respects to make this affidavit; that he has read the above and foregoing
Application For Tax Abatement; and that every statement contained in the
Application is within his knowledge and true and correct.
SUBSCRIBED AND SWORN TO BEFORE ME on the 22 day of October,
1998, to certify which witness my hand and official seal.
VERIFICATION
4111.1 7
dM
Robe reA
Vice President, Finance of Trend Technologies, Inc.,
General Partner of Trend Technologies Texas LP
G
SHIRLEY M. CAMPBELL
COMM. NO. 1193319 ;
NOTARY PUBLIC • CALIFORNIA N
SANTA CUAA COUNTY
COMM. EXPIRES AUGUST II. 2002
Shirley M. ampbell
Notary Public, State of California
My Commission Expires: /94u(r002-
Resolutions of the Board ooff Directors rs1f' r Holdings, Inc.
Adopted
WHEREAS, it is appropriate and necessary for the Company to appoint officers of its subsidiaries;
NOW, THEREFORE an BE I person n a m that, revoking ffice below, the officers o the Tr Trend Plastics, Inc. be,
removing from office any
and hereby are, appointed as set forth below:
President and Chief Operating Officer Joseph Jahn
Vice President — Finance, Chief Financial Officer and
kl
Treasurer and Assistant Secretary Robert Fitzsimmons Robert Strickland
Secretary Roger Masini
Assistant Secretary
Authorization of Certain Corporate Transactions
WHEREAS, in the ordinary course of business it is necessary or advisable for the Company to
enter into various corporate transactions;
WHEREAS, the Board of Directors desires to authorize designated members of management of
the Company to enter into certain transactions without further approval of the Board, provided the
approval of such transactions is consistent with these resolutions;
NOW, THEREFORE, BE IT RESOLVED that transactions approved by the designated members
of management consistent with the parameters set forth below in these resolutions be, and hereby are,
authorized as transactions of the Company.
Lease ofReal Property
WHEREAS, from time to time the Company enters into leases for real property CReai Property ")
for manufacturing, assembly, warehouse, office space or other purposes;
NOW, THEREFORE, BE IT RESOLVED that with respect to any lease for Real Property the
annual expense of which to the Company will be less than $100,000, the President and the Vice President
— Finance be, and hereby is, authorized to approve, negotiate the terms of and enter into any such lease on
behalf of the Company, the taking of such actions and the execution of such documents by such persons
being conclusive evidence of the requisite authority therefor.
Purchase or Lease of Personal Property
WHEREAS, from time to time the Company enters into purchase of or leases for personal
property constituting fixed assets ( "Personal Property "), including, but not limited to, manufacturing
assembly, transportation and office equipment;
NOW, THEREFORE, BE IT RESOLVED, that with respect to any purchase of Personal Property
specifically reflected in an annual capital expenditure budget approved by the Board of Directors, or any
other purchase of Personal Property at a price of less than 5200,000, or any lease of Personal Property
with a value of less than $200,000, the President of the Company be, and hereby is, authorized to
approve, negotiate the terms of and enter into any such purchase or lease on behalf of the Company, the
Bank Account,
f
taking of such actions and executioner such documents being conclusive evidence of the requisite
authority therefor.
Miscellaneous Transactions
WHEREAS, the designations of depositories for the funds of the company is deemed to be
advisable;
NOW, THEREFORE, BE IT RESOLVED, that the Treasurer of the Company be, and hereby is,
authorized to designate financial institutions with which the funds of the Company may be deposited,
including designation of depositories and paying agents for safekeeping and other matters, and to sign
checks, drafts, or other orders, whether actual or facsimile, for withdrawal of funds against the
Company's accounts at such depositories;
RESOLVED FURTHER, that the signature of two officers or employees designated by the Chief
Financial Officer be, and hereby is required on any checks, drafts, or other orders for withdrawal o more
than $5,000 from the Company's accounts;
RESOLVED FURTHER, that nothing contained in the foregoing resolution shall be deemed to
revoke, or to alter or amend in any respect, any instructions of the Company to any depository in which
the Company has funds on deposit at the time of the adoption of the foregoing resolution.
RESOLVED FURTHER, that with respect to any other type of transaction, other than purchases
or sales of inventory in the ordinary course of business, not covered by the foregoing resolutions the total
expense of which to the Company will be less than $100,000, each of the President and Vice President -
Finance of the Company be, and each of them hereby is, authorized to approve such transactions and
requisite documents, if any, on behalf of the Company, the taking of such actions and the execution of
such documents being conclusive evidence of the requisite authority therefor.
.-. ,, 1 CFY CO-D3Q
EQUIPMENT
PROCESS WATER SYSTEM
COMPRESSED AIR SYSTEM
QUALITY ASSURANCE EQUIPMENT
OVERHEAD CRANE SYSTEM
MATERIAL TRANSFER SYSTEM
MATERIAL MEZZANINE
PRE - FABRICATED OFFICES
TOOL SHOP EQUIPMENT
COMPUTER EQUIPMENT
MOLDING MACHINES
1,000 TON- 6MACHINES
700 TON -2 MACHINES
500 TON -3 MACHINES
STAMPING MACHINES
600 TON -1 MACHINE
400 TON -I MACHINE
300 TON -1 MACHINE
200 TON -1 MACHINE
160 TON -1 MACHINE
ASSEMBLY LINE - TRAPPER
EXHIBIT
TREND EQUIPMENT
ROUND ROCK, TEXAS
COST
$280,000
70,000
150,000
254,000
138,000
70,000
72,000
350,000
60,000
4,866,000
544,000
711,000
1,300,000
564,000
459,000
382,000
378,000
50,000
TOTAL 10698000
EXHIBIT "D"
MANPOWER REPORT
I, of (Owner) do
certify that on December 31,19 there were_full time employees
at
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
Signature:
Printed Name:
Title:
Date:
BEFORE ME, the undersigned Notary Public, on this day
personally appeared of (Owner),
being by me duly sworn on his oath deposed and said that he is duly
qualified and authorized in all respects to make this affidavit;
and that every statement contained in the Manpower Report is within
his knowledge and true and correct.
SUBSCRIBED AND SWORN TO BEFORE ME on the Day
of , 19 , to certify which witness my hand and
official seal.
Notary Public, State of Texas
Printed Name:
My Commission Expires:
14
FROM HHIGGS & MORGAN (WED) 12. 16' 98 13 :52 /ST. 13:52/NO. 3561732826 P 2
The undersigned, as Secretary of Opus Real Estate USA I, L.L.C., aDelaware limited
liability company (the "Company "), hereby certifies that all of the members of the Board of
Directors of the Company adopted the following resolutions, effective as of December 16,
1998:
L008094 1
CERTIFICATE OF SECRETARY
RESOLVED, that Keith P. Bednarowski, Andrew C. Deckas and Ronald W.
Schiferl as President, Vice President and Vice President/Chief Finaonial Officer,
respectively, of the Company, or either one of them acting alone ( "Authorized
Officers "), are hereby authorized on behalf of the Company, as the general partner of
Opus Real Estate Texas I Limited Partnership, a Delaware limited partnership (the
"Partnership "), to execute any and all tax abatement agreements with the City of
Round Rock, Texas, and Trend Technologies Texas, L.P,, and/or either one of them.,
in connection with the tax abatement on certain real property owned by the
Partnership in Williamson County, Texas, and such other instruments and documents
required by or in connection with the tax abatement agreement,
RESOLVED FLJRTIIE+R, that all the acts of the Authorized Officers
heretofore taken regarding said instruments and documents are hereby approved and
ratified.
RESOLVED FURTHER, that the authority conferred on the Authorized
Officers by this Resolution shall remain in full force and effect until written action or
revocation by further resolution of the Board of Directors, certified by the Secretary,
shall have been delivered to the City of Round Rock, Texas.
The undersigned further certifies that the none of the above Resolutions have been
amended or modified and are presently in full force and effect,
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Secretary of the Company as of December 16, 1998.
EXHIBIT
l
drew C. Deckas, Secretary
OCT. 1.1998 5 :22PM
TREND PLASTICS
RESOLUTION OF THE BOARD OF DIRECTORS
OF TREND HOLDINGS, INC,
Adopted at the Board Meeting of
July 23, 1998
WHEREAS, Trend Technologies, Inc. (the "Company "), a wholly owned subsidiary of
Trend Holdings, Inc. and the General Partner of Trend Technologies Texas, L.P., has
recommended the lease, construction, outfitting and operation of a manufacturing.facility
in the Crystal Park Development located in Round Rock, Texas (the "Round Rock
facility "), and
WHEREAS Company management has previously received the necessary Board
approvals to proceed with this project,
M0.020 P.2/6
NOW, THEREFORE the following Resolution is adopted by the Board of Directors of
Trend Holdings, Inc.:
RESOLVED that the President and/or Chief Financial Officer of the Company are
authorized to approve, negotiate the terms of and enter into a Tax Abatement Agreement
by and between the City of Round Rock, Opus South Corporation, and Trend
Technologies Texas, L.P.
resol- r2.doc
EXHIBIT
h
l
RESOLUTION NO. R- 98- 12- 22 -10E2
WHEREAS, the City Council, on the 11th day of June, 1998, in
Ordinance No. G- 98- 06- 11 -12A1, created Reinvestment Zone No. 22 in the
City of Round Rock, Texas, and
WHEREAS, in accordance with Chapter 312, Tax Code, V.A.T.S. as
amended, the City desires to enter into a tax abatement agreement with
OPUS Real Estate Texas I Limited Partnership and Trend Technologies,
L.P., regarding property located in Reinvestment Zone No. 22, and
WHEREAS, the Council has determined that all requirements of the
guidelines and criteria adopted by Ordinance No. G- 97- 10 -09 -9F have
been complied with, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS
That the Mayor is hereby authorized and directed to execute on
behalf of the City a Tax Abatement Agreement with OPUS Real Estate
Texas I Limited Partnership and Trend Technologies, L.P.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended, and the Act.
RESOLVED this 22nd day of Decem
NE LAND, City Secretary
K:\ WPDOCS \RESOLUTI \R81222E2_WPD /scg
, 1998.
CHARLES CUL.E••,R, Mayor
City of Round Rock, Texas
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
TAX AAATRARNT AGREEMENT
This Tax Abatement Agreement ( "Agreement ") is entered into by
and between the CITY OF ROUND ROCK, TEXAS, a home rule city and
municipal corporation of Williamson and Travis Counties, Texas, duly
acting herein by and through its Mayor, hereinafter referred to as
"City ", and OPUS REAL ESTATE TEXAS I LIMITED PARTNERSHIP, a Delaware
limited partnership ( "Opus "), duly acting by and through its General
Partner, and TREND TECHNOLOGIES TEXAS, L.P. a Texas limited
partnership ("Trend"), duly acting by and through its General
Partner (Opus and Trend are sometimes hereinafter collectively
referred to as "Owners ").
RECITALS
WHEREAS, on the llth day of June, 1998, the City Council, of
the City of Round Rock, Texas, adopted Ordinance No. G- 98- 06- 11 -12A1
establishing Reinvestment Zone No. 22, City of Round Rock, Texas for
commercial /industrial tax abatement, hereinafter referred to as
"Ordinance No. G- 98- 06- 11- 12A1 ", as authorized by Chapter 312, Tax
Code, V.A.T.S. as amended, hereinafter referred to as the "Code ";
and
WHEREAS, the City has adopted Ordinance No. G- 97- 10- 09 -9F,
which Ordinance adopted appropriate guidelines and criteria
governing reinvestment zones and tax abatement agreements to be
entered into by the City as contemplated by the Code; and
WHEREAS, Opus, as Landlord, and Trend, as Tenant, have entered
into an Industrial Lease Agreement for Trend's use and occupancy of
the Premises (as hereinafter defined); and
WHEREAS, the contemplated use of the Premises (as hereinafter
defined) and Improvements as hereinafter defined) as well as the
terms of this Agreement are consistent with encouraging development
in said Reinvestment Zone No. 22 in accordance with the purposes for
its creation and are in compliance with Ordinance No. G- 97- 10 -09 -9F
and the guidelines and criteria adopted by the City and all
applicable laws; and
WHEREAS, the Improvements constitute a major investment within
Reinvestment Zone No. 22 that will substantially increase the
appraised value of the property within the zone; and will contribute
to the retention or expansion of primary and secondary employment
within the City; and
1
WHEREAS, the City finds that there will be no substantial
adverse effects on the provision of governmental services or on its
tax base and that the planned use of the Premises will not
constitute a hazard to public safety, health, or welfare, NOW
THEREFORE, the parties hereto do mutually agree as follows:
1. Property Subject to Agreement. The property to be the
subject of this Agreement shall be that property included within the
Reinvestment Zone No. 22 which is more fully described in Exhibit
"A" which is made a part hereof and shall be hereinafter referred to
as the "Premises."
2. Conntrurtion of Improvements. The Owners have commenced
construction of their facility as described in the applications for
tax abatement, (copies of which are attached hereto as Exhibits
"B -1" and "B -2 ") on the Premises, said facility hereinafter referred
to as "Improvements. ") The Improvements shall consist of a newly
constructed office and manufacturing building ( "Building ")
containing approximately 120,000 square feet, and manufacturing
equipment ( "Equipment ") more fully described in Exhibit "C." The
total construction cost of the Building is approximately Four
Million, Four Hundred Thousand Dollars ($4,400,000). The total cost
of the Equipment is approximately Twelve Million Dollars
($12,000,000.00). The Building is to be substantially complete and
the Equipment delivered and /or installed on or before December 31,
1998; provided that Owners shall have such additional time to
complete and install the Improvements as may be required in the
event of "force majeure," if Owners are diligently and faithfully
pursuing completion and installation of the Improvements. For this
purpose, "force majeure" shall mean any contingency or cause beyond
the reasonable control of Owners including, without limitation, acts
of God or the public enemy, war, riot, civil commotion,
insurrection, governmental or de facto governmental action (unless
caused by acts or omissions of Owners), fires, explosions or floods,
and strikes. The date of completion of the Improvements shall be
defined as the date a Certificate of Occupancy is issued by the
City.
3. .u. - Of . „. . - 14 - 4 _ The Owners agree and covenant
that they will diligently and faithfully in a good and workmanlike
manner pursue the completion and installation of the Improvements as
a good and valuable consideration of this Agreement. Owners further
covenant and agree that all construction and installation of the
Improvements will be in accordance with all applicable state and
local laws and regulations or pursuant to a valid waiver thereof. In
further consideration, Owners shall thereafter, from the date a
2
Certificate of Occupancy is issued until the expiration of this
Agreement, continuously operate and maintain the Premises as an
office, manufacturing and warehouse facility.
4. Prnvicinn of jobs The Owners agree and covenant that they
will provide and /or retain at least the number of jobs on the
Premises from the completion date of the Improvements and throughout
the term of this Agreement according to the following schedule:
Dat Repaid NPw Total
12/31/98 n/a 211 211
12/31/99 211 11 222
12/31/00 222 11 233
12/31/01 233 11 244
12/31/02 244 0 244
Trend shall provide to the City annual manpower reports in the
form attached hereto as Exhibit "D" and made a part hereof, within
sixty (60) days following the end of each calendar year.
Regardless of anything contained herein to the contrary, the
failure by Trend to provide the number of jobs set out in the above
schedule shall not be considered an event of default as defined in
paragraph 10 below unless the number of jobs actually provided is
less than seventy -five percent (75 %) of the number set out in the
schedule. If the actual number of jobs provided at the end of any
year is less than the scheduled number but is seventy -five percent
(75 %) or more, then the percentage of tax abatement for the
following year as provided in paragraph 7 below shall be reduced.
The percentage of tax abatement shall be reduced by the same
percentage that the actual number of jobs bears to the scheduled
number of jobs. By way of illustration, if on December 31, 2000,
Trend has provided ten percent (10 %) fewer jobs than is required,
then Owners' abatement for 2001 shall be reduced by ten percentage
points (i.e. the 75% abatement shall be reduced ten percentage
points to a 65% abatement.) Failure of Trend to provide at least
seventy -five percent (75 %) of the number of jobs required by this
Agreement shall be considered an event of default on the part of
Owners.
6. Application for Tax Abatement The Owners agree and
covenant that the attached applications for tax abatement (Exhibits
"B -1" and "B -2 ") are a part of this Agreement, and each Owner
further warrants that the information provided in its application is
true and correct. If any materially false or misleading information
is provided in said applications, City shall have the discretion to
3
declare this Agreement to be in default and City shall be entitled
to the remedies provided for in paragraph 10.
7. portion of Taxes Abated Subject to the terms and
conditions of this Agreement, and subject to the rights of the
holders of any outstanding bonds of the City, a portion of ad
valorem real and personal property taxes from the Premises otherwise
owed to the City shall be abated. The abatement of the real property
taxes shall be limited to the increase in assessed value of the
Premises over the value in the year in which this Agreement is
executed, provided such increase is directly attributable to the new
construction. The abatement of personal property taxes shall be
limited to the assessed value of the Equipment described in
paragraph 2. City hereby acknowledges that it is not aware of any
terms or conditions of any outstanding bonds which would invalidate
this Agreement. Said abatement shall be an amount equal to the
below- stated percentages assessed upon the increased value of the
Premises and Improvements over the assessed value in the year in
which this Agreement is executed, in accordance with the terms of
this Agreement and all applicable state and local regulations:
Tax Year 1999
Tax Year 2000
Tax Year 2001
Tax Year 2002
Tax Year 2003
100% abatement
100% abatement
75% abatement
50% abatement
25% abatement
These abatements shall be for five (5) tax years beginning
January 1, 1999.
It is the intention of the parties hereto that Owner shall not
be entitled to an abatement for any increase in value of the
Premises which is not directly attributable to the Improvements.
8. Bight of Tnsnection The Owners further agree that the
City, its agents and employees shall have the right to enter upon
the Premises at any reasonable time to inspect the Improvements in
order to determine whether the construction and installation of the
Improvements is in accordance with this Agreement and all
applicable Federal, state, and local laws, ordinances, and
regulations or valid waiver thereof. After completion of the
Improvements, the City shall have the continuing right to enter
upon and inspect the Premises at any reasonable time to determine
whether the Premises are thereafter maintained and operated in
accordance with this Agreement and all applicable local laws,
ordinances, and regulations. If the City determines that a
violation of a local law, ordinance or regulation exists on the
4
Premises, the City, in addition to any other authorized enforcement
action, shall provde to the Owners written notice of such
violation. For the purposes of this Agreement, the Owners shall
have ten (10) days from the date of the notice to cure or remedy
such violation. If the Owners fail or refuse to cure or remedy the
violation within the ten (10) day period, the Owners are subject to
the forfeiture, at the discretion of the City and upon written
notice to Owners, of any right to any tax abatement for a portion
of the period or the entire period covered by this Agreement. In
addition, the failure or refusal to cure or remedy the aforesaid
violation shall be considered a default of this Agreement under
paragraph 10.
9. Cciof Improvements and Personal Property added to the
Premises. The Owners agree that upon completion of the
Improvements to add, and that during the term of this Agreement to
retain real property with a taxable value of not less than
$4,850,000.
Within sixty (60) days following completion of the
Improvements and by March 1, of each year thereafter, Owners shall
provide to the City documentation showing to the satisfaction of
the City that the value of taxable real property is in compliance
with the foregoing.
10. Events of Default. In the event that (1) the Improvements
for which an abatement has been granted are not completed in
accordance with this Agreement or (2) Owners allow their ad valorem
taxes owed the City to become delinquent and fails to timely and
properly follow the legal procedures for protest and /or contest of
any such ad valorem taxes; or (3) Owners breach any of the terms
or conditions of this Agreement, then this Agreement shall be in
default. In the event that the Owners default in their performance
of (1), (2), or (3) above, then the City shall give the Owners
written notice of such default. If the default can be cured by the
payment of money or the posting of a bond or other collateral
acceptable to the City, the Owners shall have thirty (30) days to
cure such default. If the default cannot be cured by the payment of
money or the posting of a bond or other collateral, and the Owners
are diligently pursuing such cure, the Owners shall have sixty (60)
days to cure such default. If the Owners do not cure such default
as aforesaid, this Agreement may be terminated by the City by
written notice to Owners. Such notice shall be in writing and shall
be deemed delivered upon receipt when sent by personal delivery or
certified mail to the names and addresses set forth in paragraph
13(g)below.
5
The parties acknowledge that actual damages in the event of
default would be speculative and difficult to determine.
Therefore, as the City's sole and exclusive remedy, the City may
recover as liquidated damages in the event of default and in
accordance with Section 312.205, Tax Code, V.A.T.S., as amended,
all taxes which otherwise would have been paid to the City without
the benefit of abatement (without the addition of penalty, but
interest will be charged at the statutory rate for delinquent taxes
as determined by Section 33.01 of the Tax Code) shall become a debt
owed by Owners to the City and shall be due, owing and paid to the
City within sixty (60) days of the expiration of the above
mentioned applicable cure period. However, no interest shall accrue
for abated taxes until the applicable cure period set forth above
has expired, and then interest shall only accrue as to taxes then
becoming due pursuant to this Paragraph 10.
11. Agricultural land It is understood and agreed by the
City and the Owners that if the Premises have been designated and
taxed as agricultural land pursuant to Chapter 23, Subchapter C,
Tax Code, V.A.T.S., this Agreement shall not be effective and no
abatement will be granted until Owners have removed the
agricultural use designation and all taxes due pursuant to Section
23.55, Tax Code, V.A.T.S., as amended, (roll back taxes) have been
paid.
12. Authorizations:
a) City This Agreement was authorized by Resolution
of the City Council at its council meeting on the day of
October 1998, authorizing the Mayor to execute the Agreement
on behalf of the City.
b) Opus This Agreement was authorized by the Board of
Directors of the General Partner of Opus on the 16th day of
December, 1998, which authorization is attached hereto as
Exhibit "E ".
c) Trend. This Agreement was authorized by the Board of
Directors of the General Partner of Trend Technologies Texas,
L.P. on the 23rd day of July, 1998, which authorization is
attached hereto as Exhibit "F ".
13 Miscellaneous provisions.
a) City representations. The City represents and warrants
that the Premises do not include any property that is owned by
a member of its council or boards, agencies, commissions, or
6
other governmental bodies approving, or having responsibility
for the approval of this Agreement.
b) Agreement hinds gF;ccassnrs The terms and conditions
of this Agreement are binding upon the successors and assigns
of all parties hereto.
c) Assignment. This Agreement cannot be assigned by
Owners unless written permission is first granted by the City,
which permission shall not be unreasonably withheld; provided
however, Owners may assign their rights under this Agreement
to an entity which is wholly owned by Owners. No assignment
shall be approved if the assignor or assignee are indebted to
the City for delinquent ad valorem taxes or other obligations.
d) awriars_acling independently. It is understood and
agreed between the parties that the Owners, in performing
their obligations hereunder, are acting independently, and
the City assumes no responsibilities or liabilities in
connection therewith to third parties.
e) Owners's Tndemnity During the term of this
Agreement, Owners agree to indemnify and hold City harmless
from any and all kinds of claims, losses, damages, injuries,
suits, or judgments which may accrue to Owners, City, or third
parties arising out of this Agreement.
f) Venue. This Agreement is performable in Williamson
County, Texas, and venue for any suit arising hereunder shall
be in Williamson County, Texas.
g) Notice Any notices required herein shall be in
writing and shall be deemed delivered upon receipt when sent
by personal delivery or certified mail to may be delivered to
the addresses set forth below:
If to Opus:
Prior to December 31. 1998
Opus Real Estate USA I, L.L.C.
800 Opus Center
9900 Bren Road East
Minnetonka, MN 55343
Attn: Chief Financial Officer
Facsimile No.: (612) 936 -9808
After December 31 1998
Opus Real Estate USA I, L.L.C.
10350 Bren Road West
7
Minnetonka, MN 55343
Attn: Chief Financial Officer
Facsimile No.: (612) 656 -4755
With copy to: prior to December 31, 1998
Opus U.S. Corporation
900 Opus Center
9900 Bren Road East
Minnetonka, MN 55343
Attn: Brad J. Osmundson
Facsimile No.: (612) 936 -9808
If to Trend:
After DPcemher 31 1998
Opus Corporation
10350 Bren Road West
Minnetonka, MN 55343
Attn: Brad J. Osmundson
Facsimile No.: (612) 656 -4755
Trend Technologies Texas, L.P.
Old Settlers Boulevard
Round Rock, Texas 78664
Attention: Jon Beard
With copy to: Gibson, Dunn & Crutcher, L.L.P.
1717 Main Street
Suite 5400
Dallas, Texas 75201
Attention: David L. Herbert
If to the City:City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
Attention: Robert L. Bennett
With copy to: Brown McCarroll Sheets & Crossfield, L.L.P.
309 E. Main Street
Round Rock, Texas 78664
Attention: Stephan L. Sheets
h) CnunrerpartG This Agreement may be executed in one or
more counterparts, each and all of which shall constitute one
and the same agreement.
Witness our hands this day of December, 1998.
8
ATTEST: CIT OF ROUND ROCK, TE
HARLES C "••lI UI�ER, Mayor
l/, JA
LAND, City Secretary
OPUS REAL ESTATE TEXAS I LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: Opus Real Estate USA I, L.L.C.,
a Delaware limited liability
0-d
lr
Ai •' �• ,'
By:
By:
9
r its ,e,,,
TREND TECHNOLOGIES TEXAS, L.P., a
Texas limited partnership
By: TREND TECHNOLOGIES, INC., a
California corporation
its
EXHIBIT "A"
Lot 2B, Block "C ", AMENDING PLAT OF THE REPLAT OF BLOCK
`C' CRYSTAL PARK, a subdivision in Williamson County,
Texas, according to the map or plat thereof, recorded in
Cabinet Q, Slide(s) 173 -174 of the Plat Records of
Williamson County, Texas.
10
This is to certify that the statements contained herein are true and correct. The
signers hereof are authorized to make these statements on behalf of the applicant.
The filing of this document acknowledges familiarity and conformance with
guidelines and criteria for granting tax abatement. This application will become part
of the agreement which shall be enforceable and binding on the applicant. False
representations will be grounds for terminating the agreement. Any such false
statements shall be considered a default which renders the agreement void. This
application should be filed with the City Manager of the City of Round Rock, 221
East Main Street, Round Rock, Texas 78664.
L APPLICANT INFORMATION:
Company Name: Opus South Corporation
Address:
IL PROTECT INFORMATION:
txabmt.3.14.95
EXHIBIT "13'
APPLICATION FOR TAX ABATEMENT
12225 Greenville Ave., Suite 900
Dallas, Texas 75243
A. Description of area to be designated as reinvestment zone: (attach map)
Lot 2 of the Replat of Lot 2A of the Replat of Block C
Crystal Park
B. Description of eligible improvements (real property) to be constructed:
120.000 +/- S.F. Office /Manufacturing Building
Parking Ana Truck rourt. - concrete
Building Shell - tilt wall construction /steel frame
C. Current assessed value:
(Land only) $450,000 for approximately nine acres.
D. Estimated value of eligible improvements:
building: $ 4,400,000
equipment:
DATE:
Page 1
txabmt.3.14.95
E. Description of ineligible (taxable) property to be included in project:
F. Estimated value of ineligible property:
G. Estimated value of site as of January 1 preceding abatement agreement:
Land:
Improvements:
Personal Property:
1. December 31, I99
2. December 31, 199
3. December 31, 199
4. December 31, 199
5. December 31, 199
$610,000
$380.000 (site work /retention pond)
H. This project is:
( ) A New Plant ( ) An Expansion ( ) A Modernization
If Modernization:
Estimated economic life of existing plant: years
Added economic life from modernization: years
I. Tax abatement requested:
% of eligible property for year 1.
% of eligible property for year 2.
of eligible property for year 3.
% of eligible property for year 4.
% of eligible property for year 5.
III. ECONOMIC INFORMATION:
A. Construction Estimates:
Commencement Date:
March 2, 1998
Completion Date:
July 7, 1998
# of Construction Jobs
B. Estimated number of jobs to be created:
Local
Transfer
Total
Est. Salaries
Page 2
C. Other estimated taxes generated by project:
Sales Tax:
Other (Identify):
D. The proposed reinvestment zone is located in:-
City: Round Rock
County: Williamson
School District: Round Rock Independent School District (RRISD)
Other Taxing Jurisdiction: Brushy Creek WCID
� .- �'i ��i'
1 S tature of Authorized Company Official
James F. Kline, Regional Virp President
Printed Name and Title of Authorized _
Company Official
Company Representative to be contacted:
Upon receipt of the application, the City of Round Rock may also require copies of th
latest annual stockholders report, audited financial statements, bank references, and an
other information required to evaluate the application.
txabmt.3.14.95
Name: Steven Chilton Title: Sr. Real Estate Manager
Address: 12225 Greenville Ave., Suite 900
Dallas, Texas 75243
Telephone No.: 972 480 9787
Page 3
STATE OF TEXAS
COUNTY OF 414
JEMAYTRA3UE
My Commission Expires
MAY 6. 2001
txabmt.3.14.95
VERIFICATION
BEFORE ME, the undersigned Notary Public, on this day personally
appeared ;amen F. F< I; ne Reg. V;mPresiden.'(title) of Opus Sout Corpor t
(Owner), being by me duly sworn on his oath deposed and said that he is duly
qualified and authorized in all respects to make this affidavit; that he has read the
above and foregoing Application For Tax Abatement; and that every statement
contained in the Application is within his knowledge and true and correct.
SUBSCRIBED AND SWORN TO BEFORE ME on the = day of / pr i 1
19 q , to certify which witness my hand and official seal.
No Public, tate of Texas
Printed Name: Se may T b ee.
My Commission Expires: ✓1'lat 9-0.D l
Page 4
s tc
s hi
ilin
.ine;
ag
;ertt
teal
:atic
lair
AI'_,ILICANT
CotltpanyName:
Address:
i
i
PRpTECTINFORMATION:
A.
i t
EXHIBIT "8"-2-•
APPLICATION FOR TAX ABATEMENT .
•certify that the statements contained herein are true and correct. The
reof are authorized to make these statements on behalf of the applicant.
; of this document acknowledges familiarity and conformance with
and criteria for granting tax abatement. This application will become part
eement which shall be enforceable and binding on the applicant_ False
itions will be grounds for terminating the agreement. Any such false
i shall be considered a default which renders the agreement void. This
1 should be filed with the City Manager of the City of Round Rock, 221
Street, Round Rock, Texas 78664.
INFORMATION: DATE: G(l1e, 6 ` 1778
Trend Technologies.•Texas.L.P.
116 Old Settlisrs'Rd.
Round Rock, TX 78664
(see copy of Plat)
Description of area to be designated as reinvestment zone: (attach map)
B.
Description of eligible improvements (real property) to be constructed:
& ^ r _
C
Current assessed value: _O_
D.
bi'
Estimated value of eligible improveme ts: -O-
]din.:
ea
• iipment:
U.1
page t.
.95
This i
signer
The f
guide]
of the
repret
staters
applic
East
L
1I.
txab
Local
Transfer
Total
Est. Salaries
190
10
200
$4.0MM
200
11
211
4.3MM
210
12
222
4.5MM
220
13
233
4.7MM
230
14
244
4.9MM
E. Description of ineligible (taxable) property to be included In project:
building and land OPUS
F. Estimated value of ineligible property:
OPUS
G. Estimated value of site as of January 1 preceding abatement agreement-
La: d: N/A
Im•.)rovements: N/A
Pe:,,ona1 Property: -0-
H. This project is:
( J) A New Plant ( ) An Expansion ( ) A Modernization
If Modernization:
Estimated economic life of existing plant: years
Added economic life from modernization: years
Tax abatement requested:
% of eligible property for year I.
% of eligible property for year 2.
% of eligible property for year 3.
% of eligible property for year 4.
% of eligible property for year 5.
m. EC.DNOMIC INFORMATION:
A. Construction Estimates: N/A
Completion Date:
# of Construction Jobs
C c. nmencement Date:
E
B. Estimated number of jobs to be created:
1. December 31, 19
2. December 31, 19
3. December 31,19
4. December 31, 19
5. December 31, 19
tsabmt.3.1 i.95
Page 2
•
C. Other estimated taxes generated by project:
Sales Tax: N/A
Other (Identify):
D. The proposed reinvestment zone is located in:
Round Rock
C;o }nty: Williamson
School District: Round Rock Independent School District (RR1SD)
Other Taxing jurisdict'.n: Brushy Creek WCID
i
SignaturEl of Au horiz- • ompany Official
Robert .R. Strickland. Vire Prpcirlpnt - fin.arc_ .
Printed ijame and Title of Authorized . Inc'.' "General Partne of T
Company. Official Technologies Texas LP
Compare;; Representative to be contacted:
Nme:
Jon Beard
f cress: 116 Old Settlers Rd
— i Round Rock, TX
•
t:abmt361
Telephone No.: 512/244 -7200
Title:Plant Mgr
Upon rer:eipt of the application, the City of Round Rock may also require copies c
latest artl,ual stockholders report, audited financial statements, bank references, am
other irtf; rmation required to evaluate the application.
.95
rage 3
STATE OF CALIFORNIA
COUNTY OF SANTA CLARA
BEFORE ME, the undersigned Notary Public, on this day personally
appeared Robert R. Strickland, Vice President — Finance, of Trend Technologies
Inc., the General Partner of Trend Technologies Texas LP (Owner), being by me
duly sworn on his oath deposed and said that he is duly qualified and authorized
in all respects to make this affidavit; that he has read the above and foregoing
Application For Tax Abatement; and that every statement contained in the
Application is within his knowledge and true and correct.
SUBSCRIBED AND SWORN TO BEFORE ME on the 22 " day of October,
1998, to certify which witness my hand and official seal.
�' %
tG/' M!
Robe — Rnrickla"d
Vice President, Finance of Trend Technologies, Inc.,
General Partner of Trend Technologies Texas LP
p auun uatnuaaanuuse.: - y
SHIRLEY M. CAMPBELL
COMM. NO. 119
NOTARY PUBLIC • CALIFORNIA
SANTA CUJ0A COUNTY
CGMU. EXPIRES AUGUST 14, 2002
VERIFICATION
Shirley M. Campbell
Notary Public, State of California
My Commission Expires: /ityu(rda-
1
i
1
Resolutions of the Board of Directors of Trend Holdings, [nc.
Adopted May 12, 1997
WHEREAS, it is appropriate and necessary for the Company to appoint officers of its subsidiaries;
NOW, THEREFORE BE IT RESOLVED that, revoking any and all prior appointments and thereby
removing from office any person not named to an office below, the officers of the Trend Plastics, Inc. be,
and hereby are, appointed as set forth below:
President and Chief Operating Officer
Vice President — Finance, Chief Financial Officer
Treasurer and Assistant Secretary
Secretary
Assistant Secretary
Authorization of Certain Corporate Transactions
WHEREAS, in the ordinary course of business it is necessary or advisable for the Company to
enter into various corporate transactions;
WHEREAS, the Board of Directors desires to authorize designated members of management of
the Company to enter into certain transactions without further approval of the Board, provided the
approval of such transactions is consistent with these resolutions;
NOW, THEREFORE, BE IT RESOLVED that transactions approved by the designated members
of management consistent with the parameters set forth below in these resolutions be, and hereby are,
authorized as transactions of the Company.
Lease of Real Property
WHEREAS, from time to time the Company enters into leases for real property ("Real Property")
for manufacturing, assembly, warehouse, office space or other purposes;
NOW, THEREFORE, BE IT RESOLVED that with respect to any lease for Real Property the
annual expense of which to the Company will be less than $100,000, the President and the Vice President
— Finance be, and hereby is, authorized to approve, negotiate the terms of and enter into any such lease on
behalf of the Company, the taking of such actions and the execution of such documents by such persons
being conclusive evidence of the requisite authority therefor.
Purchase or Lease of Personal Property
WHEREAS, from time to time the Company enters into purchase of or leases for personal
property constituting fixed assets ( "Personal Property "), including, but not limited to, manufacturing,
assembly, transportation and office equipment;
NOW, THEREFORE, BE IT RESOLVED, that with respect to any purchase of Personal Property
specifically reflected in an annual capital expenditure budget approved by the Board of Directors, or any
other purchase of Personal Property at a price of less than $200,000, or any lease of Personal Property
with a value of less than $200,000, the President of the Company be, and hereby is, authorized to
approve, negotiate the terms of and enter into any such purchase or lease on behalf of the Company. the
Joseph Jahn
Robert Strickland
Robert Fitzsimmons
Roger Masini
Arok Accounts
Miscellaneous Tranasctions
taking of such actions and execution of such documents being conclusive evidence of the requisite
authority therefor.
WHEREAS, the designations of depositories for the funds of the company is deemed to be
advisable;
NOW, THEREFORE, BE IT RESOLVED, that the Treasurer of the Company be, and hereby is,
authorized to designate financial institutions with which the funds of the Company may be deposited,
including designation of depositories and paying agents for safekeeping and other matters, and to sign
checks, drafts, or other orders, whether actual or facsimile, for withdrawal of funds against the
Company's accounts at such depositories;
RESOLVED FURTHER, that the signature of two officers or employees designated by the Chief
Financial Officer be, and hereby is required on any checks, drafts, or other orders for withdrawal of more
than S5,000 from the Company's accounts;
RESOLVED FURTHER, that nothing contained in the foregoing resolution shall be deemed to
revoke, or to alter or amend in any respect, any instructions of the Company to any depository in which
the Company has funds oa deposit at the time of the adoption of the foregoing resolution.
RESOLVED FURTHER, that with respect to any other type of transaction, other than purchases
or sales of inventory in the ordinary course of business, not covered by the foregoing resolutions the total
expense of which to the Company will be less than S100,000, each of the President and Vice President -
Finance of the Company be, and each of them hereby is, authorized to approve such transactions and
requisite documents, if any, on behalf of the Company, the taking of such actions and the execution of
such documents being conclusive evidence of the requisite authority therefor.
asor DE -fNNi 01 DAN '0D 3QIS2J30I2J 3111 WO13 9S:TT G661- 50-3301
TREND EQUIPMENT
ROUND ROCK, TEXAS
EQUIPMENT COST
PROCESS WATER SYSTEM $280,000
COMPRESSED AIR SYSTEM 70,000
QUALITY ASSURANCE EQUIPMENT 150,000
OVERHEAD CRANE SYSTEM 254,000
MATERIAL TRANSFER SYSTEM 138,000
MATERIAL MEZZANINE 70,000
PRE - FABRICATED OFFICES 72,000
TOOL SHOP EQUIPMENT 350,000
COMPUTER EQUIPMENT 60,000
MOLDING MACHINES
1,000 TON- 6MACHINES 4,866,000
700 TON -2 MACHINES 544,000
500 TON -3 MACHINES 711,000
STAMPING MACHINES
600 TON -1 MACHINE
400 TON -I MACHINE
300 TON -1 MACHINE
200 TON -1 MACHINE
160 TON -1 MACHINE
ASSEMBLY LINE - TRAPPER
EXHIBIT
1,300,000
564,000
459,000
382,000
378,000
50,000
TOTAL 10698000
I, of (Owner) do
certify that on December 31,19_ there were full time employees
at
STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
EXHIBIT "D"
MANPOWER REPORT
Signature:
Printed Name:
Title:
Date:
BEFORE ME, the undersigned Notary Public, on this day
personally appeared of (Owner),
being by me duly sworn on his oath deposed and said that he is duly
qualified and authorized in all respects to make this affidavit;
and that every statement contained in the Manpower Report is within
his knowledge and true and correct.
SUBSCRIBED AND SWORN TO BEFORE ME on the Day
of , 19_ , to certify which witness my hand and
official seal.
Notary Public, State of Texas
Printed Name:
My Commission Expires:
14
EXHIBIT "E"
(Authorization by. Opus's Board of Directors)
15
EXHIBIT "F"
(Authorization by Trend's Board of Directors)
16
CERTIFICATE OOF AMENDMENT
ARTICLES OF INCORPORATION
TREND PLA INC.
'0500
The undersigned, Joseph Jahn and Robert R. Strickland, certify that:
1. They are the President and Assistant Secretary, respectively, of Trend
Plastics, Inc., a California corporation (the "Corporation ").
2. Article I of the Articles of Incorporation of this Corporation is
amended and restated to read in its entirety as follows:
"Article I: The name of the corporation is
TREAD TECHNOLOGIES, INC."
3. The
duly approved by the Board of Directoamrs��ent of the Articles of Incorporation has been
4. The foregoing amendment of the Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Section 902 of the
California Corporations Code. The total number of outstanding shares of the Corporation
entitled to vote thereon is 100. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was greater than 50 %.
California that the m s declare et forth in e Certificate are tr correct of our the ome of
knowledge.
Dated: November 13, 1997
ENOORSEO FILED
In the otfce of the Sect°fary of State
of the State of Cajfoani
NOV
hiiL 4l ii , Set!Gi 7 of Buda
OCT. 1.1938 5 22PM TREND PLASTICS' NO'. 29 P.276
RESOLUTION OF THE BOARD OF DIRECTORS
OF TREND HOLDINGS, INC.
Adopted at the Board Meeting of
July 23, 1998
WHEREAS, Trend Technologies, Inc. (the "Company"), a wholly owned subsidiary of
Trend Holdings, Inc. and the General Partner of Trend Technologies Texas, L.P., has
recommended the lease, construction, outfitting and operation of a manufacturing facility
in the Crystal Park Development located in Round Rock, Texas (the "Round Rock
facility "), and
WHEREAS Company management has previously received the necessary Board
approvals to proceed with this project,
NOW, THEREFORE the following Resolution is adopted by the Board of Directors of
Trend Holdings, Inc,:
RESOLVED that the President and/or Chief Financial Officer of the Company are
authorized to approve, negotiate the terms of, and enter into a Tax Abatement Agreement
by and between the City of Round Rock, Opus South Corporation, and Trend
Technologies Texas, L.P.
resol- r2.doc
EXHIBIT
4
Date: December 17, 1998
Subject: City Council Meeting - December 2Z, 1998
Tax Year 1999 100% $63,140
Tax Year 2000 100% $63,140
Tax Year 2001 75% $47,355
Tax Year 2002 50% $31,570
Tax Year 2003 25% $15,785
4
Item: 10.E.2. Consider a resolution authorizing the Mayor to execute a tax
abatement agreement with OPUS Real Estate Texas I Limited
Partnership and Trend Technologies. This five year tax
abatement is an agreement between the City of Round Rock and
OPUS Real Estate Texas I Limited Partnership and Trend
Technologies. The facility consists of 120,000 square feet of office
and manufacturing space. The total construction cost of the
building is approximately $4.4 Million and equipment is
approximately $12 Million. The building is to be substantially
complete and the equipment delivered and /or installed on or
before December 31, 1998. Staff Resource Person: Joe Vining,
Planning Director.
Trend Technologies is required to provide 211 jobs by December 31, 1998 with a total
employment of 244 by 12/13/02.
Abatement applies to the ad valorem real and personal property taxes and is described
in detail in the attached agreement. These abatements are estimated using the current
ad valorem tax rate of .385 per $100 value applied to $16.4 Million with the following
percentages: