R96-33 06-10-96RESOLUTION NO. R96-33
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AUTHORIZING THE CITY MANAGER TO ENTER INTO A TAX
ABATEMENT AGREEMENT WITH MTI ACQUISITION CORP. ("MTI") FOR
PURPOSES OF ABATING THE INCREASED VALUE OF THE PROPERTY
OWNED BY MTI ON MYKAWA ROAD WITHIN THE CITY LIMITS OF
PEARLAND AT A RATE OF FIFTY PERCENT (50%) ANNUALLY FOR A
PERIOD OF SEVEN (7) YEARS BEGINNING JANUARY 1, 1997 AND
ENDING DECEMBER 31, 2003; FINDING AND DETERMINING THAT
TERMS OF SAID AGREEMENT AND PROPERTY SUBJECT TO THE
AGREEMENT MEET THE REQUIREMENTS OF CHAPTER 312 OF THE
TAX CODE, V.A.T.S. AS AMENDED, ORDINANCE NO. 728, WHICH
ESTABLISHED A REINVESTMENT ZONE, AND THE GUIDELINES AND
CRITERIA FOR GOVERNING REINVESTMENT ZONES AND TAX
ABATEMENT AGREEMENTS SET FORTH IN RESOLUTION NO. R96-12.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain tax abatement agreement, by and between the City of
Pearland and MTI Acquisition Corp., a copy of which is attached hereto as Exhibit "A"
and incorporated herein for all purposes, is hereby authorized and approved.
Section 2. The City Council finds and determines that the tax abatement
agreement and the property subject to this agreement meet the requirements of
Chapter 312 of the Tax Code, V.A.T.S. as amended, Ordinance No. 728, which
established a reinvestment zone, and the Guidelines and Criteria for Governing
Reinvestment Zones and Tax Abatement Agreements set forth in
Resolution No. R96-12.
Section 3. The City Manager is hereby authorized to execute, and the City
Secretary to attest, the said Tax Abatement Agreement and any counterparts thereof.
RESOLUTION NO. R96-33
PASSED, APPROVED, AND ADOPTED this the 6 day of
ATTEST:
, A.D., 1996.
Ya
NDA C. BENIT
SECRETARY
Z
APPROVED AS TO FORM:
AMY OTES McCU LOUGH
CIT TORNEY
TOM REID
MAYOR
THE STATE OF TEXAS
COUNTIES OF BRAZORIA
AND HARRIS
TAX ABATEMENT AGREEMENT
This Tax Abatement Agreement ("Agreement") is entered into by and between the City
of Pearland, Texas, a home rule city and Municipal Corporation of Brazoria and Harris
Counties, Texas, duly acting by and through its City Manager ("City"), and MTI Acquisition
Corp., duly acting by and through its Vice President and Chief Financial Officer ("MTI").
WITNESSETH:
WHEREAS, on the 13th day of May, 1996, the City Council of the City of Pearland,
Texas, passed Ordinance No. 728 establishing a Reinvestment Zone in the City of Pearland,
Texas, for commercial/industrial tax abatement, as authorized by Chapter 312, Tax Code,
V.A.T.S. as amended ("Code"); and
WHEREAS, the City has adopted Resolution No. R96-12, which established appropriate
guidelines and criteria for governing reinvestment zones and tax abatement agreements to be
entered into by the City as contemplated by the Code; and
WHEREAS, the City's objective is to maintain and/or enhance the commercial/industrial
economic and employment base of the Pearland area for the long term interest and benefit of the
City, in accordance with Resolution No. R96-12 and the Code; and
WHEREAS, the contemplated use of the Premises, as hereinafter defined, the
contemplated improvements to the Premises in the amount as set forth in this Agreement and the
other terms hereof are consistent with encouraging development of said Reinvestment Zone in
accordance with the purposes for its creation and are in compliance with Resolution No. R96-12
and the guidelines and criteria adopted by the City and all applicable law; and
WHEREAS, the Improvements as defined below constitute a major investment within the
Reinvestment Zone that will substantially increase the appraised value of property within the
zone and will contribute to the retention or expansion of primary and secondary employment
within the City; and
WHEREAS, there will be no substantial adverse affect on the provision of city services
or on its tax base and the planned use of the Premises will not constitute a hazard to public
safety, health, or welfare; now,
1
THEREFORE:
For and in consideration of the mutual agreements and obligations set forth below, the
sufficiency of which is hereby acknowledged by the parties hereto, MTI and City mutually agree
as follows:
1. The property to be the subject of this Agreement shall be that property described
by metes and bounds and map attached hereto as Exhibit "A" ("Premises").
2. Construction of MTI's facility on the Premises, described in Exhibit "B"
("Improvements") will cost approximately Two Million Five Hundred Thousand Dollars
($2,500,000) and is to be substantially complete on or about September 1, 1996; provided, that
MTI shall have such additional time to complete the Improvements as may be required in the
event of "force majeure" if MTI is diligently and faithfully pursuing completion of the
Improvements. For this purpose, "force majeure" shall mean any contingency or cause beyond
the reasonable control of MTI 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 MTI), 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 of Pearland.
3. MTI agrees and covenants that it will diligently and faithfully, in a good and
workmanlike manner, pursue the completion of the Improvements as a good and valuable con-
sideration of this Agreement. MTI further covenants and agrees that all construction of the
Improvements will be in accordance with all applicable state and local laws and regulations or
valid waiver thereof. In further consideration, MTI shall thereafter, from the date a Certificate
of Occupancy is issued until the expiration of this Agreement, continuously operate and maintain
the Premises as MTI, limiting the use of said Premises to that use which is consistent with the
terms of this Agreement and the general purpose of encouraging development or redevelopment
of the Reinvestment Zone during the period that the property tax exemptions evidenced herein
are in effect.
4. MTI agrees and covenants that the Improvements shall provide approximately 65
jobs during the period of the abatement, beginning with 40 employees in 1997 and increasing
to 90 employees by 2004. Accordingly, MTI shall provide to the City annual manpower reports
(Exhibit "F") within sixty (60) days following the end of each calendar year.
5. Subject to the terms and conditions of this Agreement, and subject to the rights
and holders of any outstanding bonds of the City, a portion of ad valorem property taxes
assessed to the Property and otherwise owed to the City shall be abated. 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 50 % of the taxes
assessed upon the increased value of the Property and Improvements, in accordance with the
terms of this Agreement and all applicable state and local regulations for a period of seven (7)
2
years beginning January 1, 1997 and ending December 31, 2003. The taxable value shall be
determined on a uniform and equal basis of assessment by the methods used by the Brazoria
County Tax Appraisal District, which information necessary for abatement shall be provided by
MTI to the chief appraiser of said district. Estimated values, estimated abated values, and
estimated base year values for the Improvements are listed in Exhibit "C" ("Estimated Values").
6. MTI further agrees that the City, its agents and employees shall have the right to
enter upon the Premises at any reasonable time and to inspect the Improvements in order to
determine whether the construction 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, after 24 hours' notice has been given, to
determine whether the Premises are thereafter maintained and operated in accordance with this
Agreement and all applicable federal, state, and local law, ordinances, and regulations. In
accordance with Resolution No. R96-12, the City will conduct at least one inspection annually
to ensure compliance. Notwithstanding any other provision of this Agreement, if the City
determines that a violation of a federal, state, or local law, ordinance or regulation exists on the
Premises, the City may, in addition to any other authorized enforcement action, provide to MTI
written notice of such violation. For the purposes of this Agreement, MTI shall have ten (10)
days from the date of the notice to cure or remedy such violation. If MTI fails or refuses to
cure or remedy the violation within the ten (10) day period, MTI is subject to the forfeiture, at
the discretion of the City, of any right to any tax abatement for a portion of the period or the
entire period covered by this Agreement.
7. MTI agrees and covenants that the information provided in the attached
Application for Tax Abatement (Exhibit "D") is true and correct and that any materially false
or misleading information that is provided to the applicable taxing jurisdictions may be grounds
for termination of the agreement with possible liability for recovery of abated taxes.
8. In the event that (1) the Improvements for which an abatement has been granted
are not completed in accordance with this Agreement; or (2) MTI allows its ad valorem taxes
owed to the applicable taxing jurisdictions 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) MTI
breaches any of the terms or conditions of this Agreement, then this Agreement shall be in
default. In the event that MTI defaults in its performance of (1), (2), or (3) above, then the City
shall give MTI written notice of such default, which notice shall be delivered by personal
delivery or certified mail to: David S. Feller, TAFA, 146 Pembroke Road, Concord,
New Hampshire 03301. If MTI has not cured such default within sixty (60) days of said
written notice, this Agreement may be modified or terminated by the City.
9. In the event that the facility is completed and begins producing product or service,
but subsequently discontinues producing product or service for any reason except fire, explosion
or other casualty or accident or natural disaster for a period of one year during the abatement
3
period, then this Agreement shall be in default and shall terminate. The abatement of taxes for
the calendar year during which the facility no longer produces shall also terminate.
10. 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 (but without the addition of penalty; interest will be
charged at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax
Code) will become a debt to the City and shall be due, owing and paid to the City within
sixty (60) days of the expiration of the cure period stated in paragraph 8 or the termination date
stated in paragraph 9, whichever is applicable. The City shall have all remedies for the
recapture and collection of the lost tax revenue as provided generally in the Tax Code for the
collection of delinquent property taxes and in accordance with Resolution No. R96-12.
11. The City represents and warrants that the Premises does not include any property
that is owned by a member of its council or boards, agencies, commissions, or other
governmental bodies approving, or having responsibility for the approval of, this Agreement.
12. The terms and conditions of this Agreement are binding upon the successors and
assigns of all parties hereto. This Agreement may be transferred or assigned by MTI only upon
written permission by the City in accordance with Resolution R96-12, which permission shall
not be unreasonably withheld. No assignment shall be approved if the assignor or assignee are
indebted to the City for ad valorem taxes or other obligations.
13. It is understood and agreed between the parties that MTI, in performing its
obligations hereunder, is acting independently, and the City assumes no responsibilities or
liabilities in connection therewith to third parties.
14. MTI RELEASES, ACQUITS, INDEMNIFIES, AND HOLDS HARMLESS
THE CITY, ITS OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS,
FROM ANY AND ALL KINDS OF CLAIMS, DEMANDS, LOSSES, DAMAGES,
INJURIES, RIGHTS, CAUSES OF ACTION, OR JUDGMENTS OF WHATSOEVER
CHARACTER OR NATURE, INCLUDING ATTORNEYS' FEES, WHICH MAY ARISE
AS A RESULT OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION
REFLECT THE EXPRESSED INTENTIONS OF MTI AND THE CITY AND SHALL
SURVIVE THE TERMINATION, EXPIRATION, OR CANCELLATION OF THIS
AGREEMENT.
15. It is understood and agreed by the City and MTI that if the Premises has been
designated and taxed as agricultural land pursuant to Chapter 23, Subchapter C, Tax Code,
V.A.T.S., that this Agreement shall not be effective and no abatement granted until MTI has
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.
4
16. This Agreement was authorized by Resolution of the City Council at its council
meeting on the 10th day of June, 1996, authorizing the Mayor to execute the Agreement on
behalf of the City.
17. This Agreement is entered into by MTI pursuant to authority granted by its
Vice President and Chief Financial Officer on the 1Z- day of ,X.) 1 , 19`� 66, whereby
the Vice President and Chief Financial Officer was authorized to ex�cute this Agreement on
behalf of MTI, a copy of which authorization is attached hereto as Exhibit "E".
18. This shall constitute a valid and binding Agreement between the City and MTI
when executed in accordance herewith.
19. This Agreement is performable in Brazoria County, Texas.
20. MTI agrees and covenants to certify annually to the City, while this Agreement
is in effect, that MTI is in compliance with each applicable term of this Agreement.
Witness our hands this c,20 day of ,, c t..19 , 19 q& .
CITY OF PEARLAND
ATTEST:
By:
By:
Paul Grohman
City Manager
la da C. Benitez
City Secretary
APPROVED • . TO FORM:
By:
A y otes cCullough
City A orney
5 MTI.AGR
MTI ACQUISITION CORP.
By:
ATTEST:
By:
Printed N Mg CY �. 3'cdd
Title: Accovnt,;\4: Ncunacler
IA Zcc-
6
Dave Feller
Vice President and Chief Financial Officer
MTI.AGR
THE STATE OF §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF _ §
This instrument was acknowledged before me on 71 , 1996, by
D Feller, Vice President and Chief Financial Officer of M I Acquisition Corp., a
_ corporation, on behalf of said corporation.
NOTARY UB1.1
STATE OF
Commission Expires:"
1'riniatiNams.
THE STATE OF TEXAS
§ KNOW ALL MEN BY THESE PRESENTS;
COUNTIES OF HARRIS & BRAZORIA §
This instrument was acknowledged before me on ITLI 2 i7L , 1996, by
Paul Grohman, City Manager of the City of •Pearland, Texas, a Te cas home rule municipal
corporation, on behalf of said corporation.
•: �. LISA D. JONES
it: _ ;* E NOTARY P1J.IC • STATE MUSS
��f ��: MY COMMISSION EXPIRES
n,a� SEPTEMBER 21, 1999
NOTAY PUBLIC
STATE OF TEXAS
Commission Expires: 9 f 1q 9
PrintedName: }-15a D. J O ries
OW
% oyet1wale
Exhibit "A"
Page 1 of 3
Premises
STATE OF TEXAS §
COUNTY OF BRAZORIA §
FIELDNOTE DESCRIPTION of a 10.207 acre tract of land in the R.
B. Lyle Survey, Abstract No. 543 in Brazoria County, Texas. Said
10.207 acre tract is out of the East one-half (1/2) of Tract -47
of the W. Zychlinski Subdivision of H. T & B. R. R. Section 4 in
the City of Pearland and is further described as being all of Lot
1 of Block 1 of Mykawa Acres Subdivision as recorded in Volume
16, Page 304 of the Brazoria County Plat Records. Said 10.207
acre tract is more particularly described by metes and bounds as
follows:
BEGINNING at a 5/8 -inch iron rod found for the Northeast corner
of the herein described tract, said point bears west, 20.00 feet
from a 5/8 -inch iron rod found at the point of intersection of
the north line of said Tract 47 with the original west right -of
way line of Mykawa Road (based on width of 60 -feet);
THENCE, South, along the west line of a 20 -foot wide strip
described in a deed to the City of Peaxland for roadway and
utility purposes as recorded in Volume'`1390, Page 18 of the
Brazoria County Deed Records, same being the east line of said
Lot 1, for a distance of 322.15 feet.to a 5/8 -inch iron rod found
for the northeast corner of Lot 2, Block 1 of the aforementioned
Mykawa Acres Subdivision;
THENCE, North 89°27'45" West, along the common line between said
Lot 1 and Lot 2 for a distance of 285.07 feet (called 286.31
feet) to a 5/8 -inch iron rod set for corner;
THENCE, South 00°31'00" West, along the west line of said Lot 2
for a distance of 191.37 feet to a 5/8 -inch iron rod set for the
most southerly southeast corner of the herein described tract,
said point being the southwest corner of said Lot 2;
THENCE, West, along the south line of said Lot 2; same being the
north line of a 2-1/2 acre tract described in a deed to W & N
Enterprises as recorded in Volume 1632, Page 836 of the Brazoria
County Deed Records, for a distance of 689.90 feet to a 5/8 -inch
iron rod set for the southwest corner of the herein described
tract;
Exhibit "A"
Page 2 of 3
Page 2
10.207 Acre Tract
THENCE, North, along the west line of said Lot 2, same being the
east line of 15.3 acre tract described in a deed to Henry Flake,
Jr. as recorded in Volume 806, Page 655 of the Brazoria County
Deed Records for a distance of 510.84 feet to a 2 -inch galvanized
iron pipe found for the northwest corner of the herein described
tract;
THENCE, East, along the north line of said Lot 2, same being the
south line of a 22.907 acre tract described in a deed to Jeff
Fleming and E.W. Newman as recorded in Volume 914, Page 458 of
the Brazoria County Deed Records for a distance of 976.70 feet to
the POINT OF BEGINNING, containing a computed area of 10.207
acres (444,600 square feet).
Walsh Surveying, Inc.
2006 E. Broadway, Suite 105
Pearland, Texas 77588
(713) 485-3991
Job No. 96-104
Mici-lael D. `1Tilson, R. P. L. S .
Registration No. 4821
/23.06'
1. ,
•.t
Exhibit "A"
Page 3 of 3
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EXHIBIT "B"
IMPROVEMENTS
The proposed facility will consist of two single story metallic buildings, Building A and
Building B. The purpose of the facility is to manufacture thermal spray powders. Building A
will contain approximately 15,750 square feet and will be used for shipping and receiving. This
building will be equipped with inventory and machinery including but not limited to spray drying
and furnacing and sizing equipment. Building B will contain approximately 17,500 square feet
and will be used for office space and quality control laboratory purposes. This facility will be
equipped with (1) standard office furnishings including but not limited to desks, chairs, file
cabinets, and personal computers, and (2) physical testing equipment including but not limited
to sieves, microscopes and other particle size analyzers. The facility will include approximately
50 parking spaces.
EXHIBIT "C"
ESTIMATED VALUES
ESTIMATED ABATED BASE
VALUE VALUE YEAR VALUE
BUILDING A 170000.00 85000.00 85000.00
BUILDING B 150000.00 75000.00 75000.00
DRIVEWAY 30000.00 15000.00 15000.00
PARKING LOT 30000.00 15000.00 15000.00
DRAINAGE & IMPROVEMENTS 89000.00 44500.00 44500.00
MACHINERY 1850000.00 925000.00 925000.00
TOTAL 2319000.00 1159500.00 1159500.00
Exhibit "D"
APPLICATION FOR TAX ABATEMENT IN THE CITY OF PEARLANA
This application should be filed at least 90 days prior to the
beginning of construction of the installation of equipment. The
filing of this document acknowledges familiarity and conformance with
Guidelines and Criteria for Granting Tax Abatement in a Reinvestment
Zone Created in the City of Pearland (attached) . This application
will become part of the agreement and any knowingly false
representations will be grounds for the City to void the agreement.
Original copy of this request should be submitted to the City Manager,
City of Pearland, 3519 Liberty Dr., Pearland, Texas 77581,
APPLICANT INFORMATION Date February 8, 1996
MUST SUBMIT ANNUAL REPORT'
(Sec Instructions.)
Number of Employees..._{ ---,
Annual Sales (period)
_A6 000K 8 months ( _ )
Company Name MTI Acquisition Corp.
Address 146 Pembroke Road
Concord, NH 03301
Corporation (;<,) Partnership (
PROJECT I NFORMAT ION
Proprietorship ( )
Type of Facility: Manufacturing ( ) Reg. Distribution Center ( )
(See Instructions) Regional Service ( ) Reg. Entertainment Center ( )
Other Basic Industry ( )
Location Address and School District Pearland TXM,
Legal Description Mykawa Road College District
Pearland, TX City .or Town Pearland
Attao i ma ,OLDIE rzoI$ed g itg
Describe Product or Service to be provided,
Metallic/Carbide/Ceramic Powders
'Z2.i,.,DIP;Zi.ption
Attach statement fully explaining project, describe existing site and
improvements, describe all proposed•improverrents and provide list of
improvement and equipment for which Abatement is requested.
NEW PLANT (x) EXPANSION ( ) MODERNIZATION ( )
ECONOMIC INFORMATION
r(415.1Xligti2A ,Estimats
Start Month/Year_,__/ 96
Construction Man Year$
Completion Date_ 6 _/ '__.._.__
Peak Construction
PSTMA4€_ilt—EMPlAY1 1—Z 1iC.iL►A/Al_igIE )
Current Plant Employment__„19
Number of plant jobs retained (19) or created
( )
at start/opening in year 1996
5 years Into operation 80 in year 20u1.._ _
Xx' MODERNIZATION:
Estimated Economic Life of
Existing Plant,,, years
Added Economic Life from
Modernization veers
Eatimated.A alacd_YalUe_ea, ito
Value January 1 preceding abatement
agreement. .
Est. Value of abated properties after
abatement expires, . . . . . .
Value upon completion of project
personal property and project
improvements not subject to
abatement
VARIANCE
Personal
Property
0
4
Improve-
ments
0
Is the applicant seeking a variance under Section 3(f)
of the Guidelines?
If "YES" attach required supplementary information.
OTHER ABATEMENTS. Has company made application for
abatement of this project by another taxing juris-
diction or nearby counties?
If "YES" provide dates of application, hearing dates
if held or scheduled, name of jurisdictions and
contacts, and letters of intent.
COMPANY REPRESENTATIVE TO BE CONTACTED:
Name David S. Feller
Tit1e_Treasurer
Address 146 Pembroke Road
Concord, NH 03301
Telephone (603) 223-2115
YES
YES
Land
$ d0K
Elierfare—
�) NO( )
Brazoria County
tom
Signature of Company Official
David S. Feller - Treasurer
NameTitle of Company Official
N. r - - - r .. - ..
Oil • Om
INSTRUCTIONS
Applicants and projects must meet the requirements established by the
City of Pearland Guidelines and Criteria (attached) in order to
receive positive consideration, Section 2 of the Guidelines, for
example, sets out regulations governing. eligible facilities, eligible
and ineligible improvements, terms and economic qualifications. Con-
formance with all sections, however, is required for eligibility.
APPLICANT INFORMATION
The taxing unit may consider applicant financial capacity in
determining whether to enter into an abatement agreement. Established
companies for which public information is available, or the wholly
owned businesses of such companies, should include with the
application a copy of their latest annual report to stockholders.
Other applicants and new companies should attach statement showing
when the company was established, business references (name, contact
and telephone number of principal bank, accountant and attorney) and
may be required to submit an audited financial statement and business
pian.
PROJECT INFORMATION
Only facilities listed in Section 2(a) of the 4uldeline3 may rective
ahnte,ment without applying for a variance Check guideline
definitions in Section 1 to sae if project qualifies. If proicct is A
Rog Tonal Entertainment Facility, Regional Service Facility, Regional
Distribution Center Facility or Other Bae is JndustrY1 the application
should include market studies, business plans, agreements or other
materials demonstrating that the facility is intended to serve a
market the majority of which is outside of the City of Pearland
region.
ECONOMIC INFORMATION
Pei:m,3nent Employment Estimates - In estimating the permanent
employment, include thh total number r,f jobc retained cr created at
this ;cite by your firm as well as known permanent jobs of tscrvio
contractors required for operation.
b;btimated Appraised Value on Site - The value January 1 preceding
abatement should be the vAiue established by the Braaoria County
Appraisal District. If the applicant must estimate value because the
taxable value is not known or is combined with other properties under
single tax account, please so state. To qualify, the abated
properties must be expected to result in an addition to the tax base
of at least two million dollars after the period of abatement
expires. Projections of value should be a "best estimate" based oil
taxability in Texas. The projection of project values not abated
should include personal property and ineligible project -related
improvements such as office space £r excess of that used for plant
administration, housing, etc.
DO NOT WRITE IN THIS AREA -- FOR PROCESSING PURPOSES ONLY
1. EDC contact
2. Precinct
3. Jurisdictions notified
4. Initial review completed
5. Review circulated
6. ISD voncurrence?_,...,
7, College concurrence?,,,___
8. City concurrence?
9. Letter of Intent
10. Hoaxing noticed on
11. Public hearing
12- UJD action
13. College action
14. City action
15. Agreement signed
agenda
EXHIBIT "E"
(Resolution or Other Authorization of MTI's Board of Directors)
Exhibit "E"
UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
OF
MTI ACQUISITION CORP.
Pursuant to Section 141(f) of the
Delaware General Corporation Law
The undersigned, being all of the Directors of MTI
ACQUISITION CORP., a Delaware corporation (the "Corporation"),
hereby waive any notice of, and dispense with the holding of,
a meeting of the Board of Directors of the Corporation and hereby
adopt the following resolutions by unanimous written consent:
WHEREAS, there has been submitted to the
Board of Directors of the Corporation a form
of Tax Abatement Agreement (the "Agreement")
by and between the Corporation and the City
of Pearland, Texas ("City") pursuant to
which, among other things, a portion of the
property taxes assessed to the Corporation's
Premises (as defined in the Agreement) shall
be abated by the City.
WHEREAS, the Board of Directors of the
Corporation hereby deems the Agreement
desirable and in the best interests of the
Corporation.
NOW, THEREFORE, BE IT:
RESOLVED, that the Agreement,
substantially in the form attached hereto as
Exhibit A, the terms and provisions of which
Agreement are to be further negotiated and
determined by the proper officers of the
Corporation in their discretion, is hereby
approved and confirmed in all respects; and
it is further
40833231
RESOLVED, that the proper officers of
the Corporation be, and each of them hereby
is, authorized, empowered and directed to
negotiate, execute and deliver the Agreement
and any amendments, modifications or
supplements thereto in the name and on behalf
of the Corporation, and containing such
additions, deletions and changes as approved
by such officers executing the same, such
approval to be conclusively evidenced by the
execution thereof by such officers; and it is
further
RESOLVED, that all actions taken by the
officers of the Corporation to date in
connection with the Agreement, be, and they
hereby are, approved and confirmed in all
respects; and it is further
RESOLVED, that, the proper officers of
the Corporation be, and each of them hereby
is, authorized, empowered and directed to
determine whether the conditions to the
Corporation's obligations under the Agreement
have been satisfied, or to waive such
conditions as such officers may deem
necessary, appropriate or advisable in order
to effect the transactions contemplated by
the Agreement, the taking of such action to
be conclusive evidence of such approval; and
it is further
RESOLVED, that the proper officers of
the Corporation be, and each of them hereby
is, authorized, empowered and directed to
negotiate, execute and deliver in the name of
and on behalf of the Corporation, such
instruments and agreements and to take all
such other actions, as such officer may deem
necessary, appropriate or advisable in order
to effect the transactions contemplated by
the Agreement and to carry out the intent and
purpose of the foregoing resolutions, the
execution of such instruments or agreements
and the taking of such other actions to be
conclusive evidence of such approval.
-2-
40833251
IN WITNESS WHEREOF, the der..igned have executed this
consent on this 7c\ day of Jul
40833251
. H. Roth
E. L. Schlaef r
P. A. a2a.vtzuk,\AQA,
mme
O. S. Feller
-3-
I,
EXHIBIT "F"
MANPOWER REPORT
of MTI Acquisition Corp (MTI) do certify that on
individuals employed full time at MTI Acquisition Corp.
THE STATE OF TEXAS
COUNTIES OF BRAZORIA
AND HARRIS
, 19 there were
Printed Name:
Title:
Date:
BEFORE ME, the undersigned Notary Public, on this day personally appeared
of
MTI Acquisition Corp. (MTI), being by me duly sworn on his/her oath deposed and said that
he/she is duly qualified and authorized in all respects to make this affidavit; and that every
statement contained in the Manpower Report is within his/her knowledge and true and correct.
SUBSCRIBED AND SWORN TO BEFORE ME on the day of
1996, to certify which witness my hand and official seat.
NOTARY PUBLIC, STATE OF TEXAS
Printed Name:
My Commission Expires:
•
•
_ __•-_ _The Friendswood Jou'
- r
LEGAUPUBLIC .1 LEGAUPUBLICI LEGAUPUBLIC
' • NOTICE NOTICE NOTICE •
I
l
I
I negotiate additional terms Code and City of Pearlarid .. 4
r:_ with any proposer. . Resolution No.R96-12. •' Posted this the 2$day of i
February,1996.
NOTICE OF PUBLIC All interested citizens and
HEARING ON TAX property owners are hereby ,
ABATEMENT appearandfbehheard ri ontthe to 1 .
Notice is hereby given that matter. . •
—— a public-hearing will be held--- -- --- - - .-
by the-City Council of th " Yolanda C.Benitez ,
City of Pearland, Tex ' City Secretary
the Council C - rs, • • City of Pearland
Ha 519 Libert Dri
P aria Texas This site is accessible to •
• p.m.on ,. r disabled individuals. For
the pur se„
considering special assistance such as
th eation of a the need -of deaf
re' ent zone and tax interpreters or -braille
abatement for . MTI materials please call
•
Acquisition Corp. located Yolanda Benitez at 485 .
• on Mykawa -Road in - 2411, ext. 341 prior to the
Pearland in accordance meeting so that appropriate
with 312.201 of the Tax arrangements can be made. 1
- ,
i
• i
AFFIDAVIT OF PUBLICATION
1
Before me, the undersigned authority, ' on this day :personally
appeared GLORIA BOIKE, Business Manager for THE JOURNAL, a '
newspaper having general circulation in Brazoria County,
Texas , who being by me duly sworn , deposes and says that the
foregoing attached :notice was published in said newspaper
on the following date(s) , to wit :
1k.p •
19
19
• , 19 '.
•
XBUsIlete.)
NES MANAGER
Subscribed and sworn to this I �� day of M Crl
19aU
. i 1
NOTARY PUBLIC '
(SEAL) STATE OF TEXAS
4 NIKKI KLEIN •
4-* „ otary Public,State of Texas'
V Al- 4 My Commission Expires :;
1 IF .. 05/17/98 I •
rd""‘
naT
cuNZ /4490,0-yuivul--
. „ .: •
. • . 7... • .. • •