HomeMy WebLinkAboutPR 18466: EDC INCENTIVE CONTRACT & LOAN AGREEMENT WITH GBM GLOBE TEXAS, LLC CITY OF PORT ARTHUR
Port Arthur Economic Development Corporation
Interoffice
MEMORANDUM
To: City Attorney's Office
From: Floyd Batiste, CEO 1,-,"
Date: August 11, 2014
Subject: P. R. No. 18466; Council Meeting on August 19, 2014
A RESOLUTION AUTHORIZING THE CITY OF PORT ARTHUR
SECTION 4A ECONOMIC DEVELOPMENT CORPORATION TO
ENTER INTO AN INCENTIVE CONTRACT & LOAN AGREEMENT
WITH GBM GLOBE TEXAS, LLC.
Cc: City Council Members
City Manager
FB/pr
P.R. No. 18466
8/6/14 pr
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY OF PORT ARTHUR
SECTION 4A ECONOMIC DEVELOPMENT CORPORATION TO
ENTER INTO AN ECONOMIC INCENTIVE CONTRACT & LOAN
AGREEMENT WITH GBM GLOBE TEXAS,LLC
WHEREAS, on August 4, 2014, the City of Port Arthur Section 4A Economic
Development Corporation (the "PAEDC") Board of Directors approved entering into an
Economic Incentive Contract & Loan Agreement (the "Agreement") with GBM Globe Texas,
LLC ("GBM"); and
WHEREAS, GBM Manufacturing, Inc. is a supplier, designer and maker of glass,
glazing and aluminum extrusion products for the global architectural and building market; and
WHEREAS, GBM plans to introduce its products into the North American markets and
expand its physical presence in the Southern and Eastern Coast; and
WHEREAS, in an effort to extend their production capabilities among the facilities
where logistics, labor and local incentives can be utilized, GBM seeks to open a new warehouse
facility at 3835 Gulfway Drive in Port Arthur, Texas; and
WHEREAS, GBM Manufacturing, Inc. is a Chinese Corporation with its headquarters
located in Xing Tai, China, and GBM Globe Texas, LLC is a Texas limited liability company
and a subsidiary of GBM Manufacturing, Inc.; and
WHEREAS, GBM will enter into the Agreement attached hereto as Exhibit "A" with
PAEDC for the business expansion project; and
WHEREAS, PAEDC has agreed to pay invoices according to the Agreement to the
Incentive Recipient for equipment to be incorporated into the project in an amount not to exceed
$177,262.00; and
WHEREAS, GBM will create a total of fifteen (15) full-time positions of which all 15
employees will be Port Arthur residents in exchange for the conditional grant.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR, TEXAS:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That PAEDC is herein authorized to enter into the Agreement with GBM
attached hereto as Exhibit "A".
Section 3. That a copy of the caption of this Resolution be spread upon the Minutes
of the City Council.
READ, ADOPTED AND APPROVED on this day of A.D., 2014,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote:
AYES:
Mayor
Councilmembers
NOES:
Deloris "Bobbie" Prince, Mayor
#1100553 Page 2
ATTEST:
Sherri Bellard, City Secretary
APPROVED.
I
i
Floyd Batiste, PAE C CEO
APPR• 1 0 AS ■ FORM:
0
Guy N. Goodson, PAEDC Attorney
APPROVED AS TO FORM:
Sae A1-4 A-c 1-,_d AA.-e vtA.D
Valecia R. Tizeno, City Attorney
#1100553 Page 3
EXHIBIT "A"
ECONOMIC INCENTIVE CONTRACT & LOAN AGREEMENT
BETWEEN THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC
DEVELOPMENT CORPORATION
GBM GLOBE TEXAS,LLC
Executive Summary
GBM Manufacturing, Inc. is a Chinese Corporation with its main headquarters located in
Xing Tai, China and GBM Globe Texas, LLC ("Incentive Recipient") is a Texas Limited
Liability Company and a subsidiary of GBM Manufacturing, Inc. Incentive Recipient is a
renowned supplier, designer and maker of glass, glazing, and aluminum extrusion products for
the global architectural and building market. To meet increasing market demands, Incentive
Recipient plans to introduce its mainstream supply of architectural glass and aluminum extrusion
products into the North American market and further expand its physical presence in the
Southern and East Coast North American markets. Incentive Recipient also seeks to establish
and extend their production capabilities among the facilities where logistics, labor and local
incentives make the most sense. Incentive Recipient plans to open a new warehouse facility in
Port Arthur, Texas to meet increased market demands for its product. Incentive Recipient
proposes to utilize incentive funds acquired through the City of Port Arthur Section 4A
Economic Development Corporation (the "PAEDC") to acquire additional equipment in order to
expand its business enterprises. Incentive Recipient's proposed business location will be at 3835
Gulfway Drive, Port Arthur, Texas 77642. PAEDC shall assist Incentive Recipient in this
business expansion by a conditional grant/loan in exchange for certain agreement by Incentive
Recipient for creation of additional full-time permanent employment at the Project and
designated levels of payroll. Incentive Recipient will be provided a credit against payroll paid to
full-time employees who are residents of Port Arthur as outlined in the Performance Milestone
Schedule. Incentive Recipient has been advised that as a condition for the Economic Incentive
by PAEDC, Incentive Recipient must continue conducting its business operations in Port Arthur,
Texas during the term of the Incentive Contract.
PAEDC has agreed as a consideration for the promise and performance of Incentive
Recipient to pay invoices in accordance with the Economic Incentive Contract & Loan
Agreement (the "Agreement") for the acquisition by Incentive Recipient of equipment to be
incorporated into the Project. PAEDC and Incentive Recipient have agreed that incentive credits
shall be in an amount not to exceed $177,262.00. Incentive Recipient shall comply with the
Performance Milestone Schedule in the Agreement to meet its promised performance under the
Agreement, and to provide all reports and other affirmative commitments as outlined in the
Agreement.
The Agreement shall be for a period from its Effective Date through January, 2018.
Incentive Recipient has further agreed to execute First Source Referral Agreement and to
utilize the services of the PAEDC to find qualified applicants for employment at the Project.
ECONOMIC INCENTIVE CONTRACT& LOAN AGREEMENT
BETWEEN THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC
DEVELOPMENT CORPORATION
&
GBM GLOBE TEXAS, LLC
INTRODUCTION 1
AGREEMENT TERM 1
PARTIES 2
PROMISED PERFORMANCE 2
(A) PERFORMANCE BY PAEDC 2
(B) PERFORMANCE BY INCENTIVE RECIPIENT 3
(C) CREDITS—SUBSTITUTE PERFORMANCE 4
(D) FIRST SOURCE REFERRAL AGREEMENT 4
PERFORMANCE MILESTONE SCHEDULE 4
CONDITIONAL OBLIGATIONS AND LIMITED LIABILITY OF PAEDC 6
LIQUIDATED DAMAGES FOR BREACH OF AGREEMENT 6
RECORDS/INSPECTION/PAEDC AUDIT 7
HOLD HARMLESS 8
SUBCONTRACTS 8
CONFLICT OF INTEREST/DISCLOSURE OBLIGATION 9
NONDISCRIMINATION/EMPLOYMENT/REPORTING 9
LEGAL AUTHORITY 10
NOTICE OF LEGAL OR REGULATORY CLAIMS 10
CHANGES AND AMENDMENTS 10
DEFAULT/TERMINATION 11
COMPLIANCE AUDITS 12
SUPPLEMENTAL COVENANT 13
ENVIRONMENTAL REQUIREMENTS 13
ORAL AND WRITTEN AGREEMENTS/PRIOR AGREEMENTS 14
VENUE 14
ADDRESS OF NOTICE AND COMMUNICATIONS 14
CAPTIONS 15
COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS 15
CONDITIONS PRECEDENT 15
ATTORNEY APPROVALS 15
AGREEMENT EXECUTION 16
Exhibit"A" Commercial Promissory Note for Conditional Grant
Exhibit"B" Equipment List
Exhibit"C" Commercial Security Agreement
Exhibit"D" UCC-1 Financing Statement
Exhibit"E" First Source Referral Agreement
Exhibit"F" Certification Regarding Lobbying
Exhibit"G" Compliance Statement
ECONOMIC INCENTIVE CONTRACT & LOAN AGREEMENT BETWEEN
THE CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
AND
GBM GLOBE TEXAS,LLC ("INCENTIVE RECIPIENT")
INTRODUCTION
GBM Globe Texas, LLC is a Chinese Corporation with its headquarters located in Xing
Tai, China. GBM Globe Texas, LLC ("Incentive Recipient") is a Texas Limited Liability
Company and a subsidiary of GBM Globe Texas, LLC. Incentive Recipient is a renowned
supplier, designer and maker of glass, glazing, and aluminum extrusion products for the global
architectural and building market. To meet increasing market demands, Incentive Recipient
plans to introduce its mainstream supply of architectural glass and aluminum extrusion products
into the North American market and further expand its physical presence in the Southern and
East Coast North American markets. Incentive Recipient also seeks to establish and extend their
production capabilities among the facilities where logistics, labor and local incentives make the
most sense. Incentive Recipient plans to open a new warehouse facility in Port Arthur, Texas to
meet increased market demands for its product. Incentive Recipient proposes to utilize incentive
funds acquired through the City of Port Arthur Section 4A Economic Development Corporation
(the "PAEDC") to acquire additional equipment in order to expand its business enterprises.
Incentive Recipient's proposed business location will be at 3835 Gulfway Drive, Port Arthur,
Texas 77642. PAEDC shall assist Incentive Recipient in this business expansion by a
conditional grant/loan in exchange for certain agreement by Incentive Recipient for creation of
additional full-time permanent employment at the Project and designated levels of payroll.
Incentive Recipient will be provided a credit against payroll paid to full-time employees who are
residents of Port Arthur as outlined in the Performance Milestone Schedule. Incentive Recipient
has been advised that as a condition for the Economic Incentive by PAEDC, Incentive Recipient
must continue conducting its business operations in Port Arthur, Texas during the term of the
Incentive Contract.
AGREEMENT TERM
EFFECTIVE DATE
1. This Economic Incentive Contract and Loan Agreement ("Agreement") is entered into
with an Effective Date as of the approval of the Agreement by the City Council for the City
of Port Arthur, Texas (the "City").
TERMINATION DATE
2. This Agreement expires the earlier of January, 2018, or 30 days after Incentive Recipient
either performs fully or breaches the Agreement, subject to earlier termination or extension,
voluntary or involuntary, as provided herein. The period from the effective date of this
Agreement through and including the expiration date of this Agreement as provided in the
previous sentence hereof, is sometimes referred to in this Agreement as the "Term" of this
Agreement.
PARTIES
3. City of Port Arthur Section 4A Economic Development Corporation ("PAEDC"), located
at 4173-39th Street, Port Arthur, Texas, 77642, is a corporation. It is duly authorized to do
business in the State of Texas under Chapter 504, Local Government Code (the
"Development Corporation Act of 1979") and duly authorized by Resolution of the City
Council of the City of Port Arthur to enter into this Agreement. As so authorized and as
provided by the PAEDC bylaws, the President and Secretary of the PAEDC Board have the
authority to execute this Agreement.
4. GBM Globe Texas, LLC is a Texas liability company. The registered agent for the
Incentive Recipient is Larry Wood at 3550 Dowlen Road, Suite A, Beaumont, Texas 77706.
PROMISED PERFORMANCE
5. The parties agree to perform as follows.
(a) PERFORMANCE BY PAEDC
(1) PAEDC shall conditionally grant Incentive Recipient an amount equal to the
lessor of (a) the amount paid by Incentive Recipient for the Equipment or (b)
$177,262, subject to the conditions and limitations herein, which Incentive
Recipient shall not be required to repay unless Incentive Recipient breaches this
Agreement. If Incentive Recipient breaches this Agreement, then the grant will
become a loan as provided in the Conditional Commercial Promissory Note (the
"Note") attached hereto as Exhibit"A".
(2) PAEDC will use its best efforts to reimburse Incentive Recipient within forty-five
(45) days of receipt for the capital outlays (the "Equipment") listed in Exhibit
«B»
HOWEVER, PAEDC WILL ONLY RELEASE FUNDS IN AN AMOUNT EQUAL
TO THE AMOUNT PAID FOR THE EQUIPMENT. PAEDC WILL ONLY
RELEASE FUNDS UPON RECEIPT OF REQUIRED DOCUMENTATION OF
THE PURCHASE, BY INCENTIVE RECIPIENT OF SUCH EQUIPMENT FREE
OF ANY LIEN OR ENCUMBRANCE. REQUIRED DOCUMENTATION
INCLUDED BUT IS NOT LIMITED TO AN INVOICE EVIDENCING THE
PURCHASE OF THE EQUIPMENT.
These payments are PAEDC's only obligations.
#1095660 Paget
(b) PERFORMANCE BY INCENTIVE RECIPIENT
(1) By the end of the Agreement term, Incentive Recipient promises to employ the
equivalent of fifteen (15) full-time employees at an annual payroll of$218,400.00
as measured by Internal Revenue Service (IRS) forms W-2 and W-3.
(2) Incentive Recipient shall receive credit only for payroll paid to Port Arthur
residents.
(3) Incentive Recipient will utilize the incentive to acquire the Equipment valued at
not less than$177,262.00 as outlined in Exhibit"B".
(4) Incentive Recipient shall secure the conditional grant executing the Commercial
Security Agreement attached hereto as Exhibit "C" which shall be evidenced by
the filing of record with the Secretary of State for the State of Texas by a Uniform
Commercial Code filing as set forth in Exhibit "D". Incentive Recipient prior to
the filing by PAEDC of the Uniform Commercial Code Financing Statement shall
advise of any changes in the Equipment to be acquired.
(5) Incentive Recipient will be required to meet the conditions and agreements set
forth in the First Source Referral Agreement attached hereto as Exhibit "D" and
made a part hereof for all purposes.
(6) PAEDC shall only be required to reimburse Incentive Recipient for Equipment
purchased by Incentive Recipient that is substantially similar to the items
described on the attached Exhibit "B". With each invoice or request for
reimbursement sent to PAEDC, Incentive Recipient will provide a listing of the
specific Equipment, requested for reimbursement and covenant that such request
for reimbursement is being made for the specific Equipment and that all such
Equipment has been acquired by the Incentive Recipient free of any lien or
encumbrance.
(7) Incentive Recipient acknowledges and agrees that the Economic Incentive
proposed under this Agreement is only being provided as to the retention and/or
expansion of the business of Incentive Recipient in Port Arthur, Texas. If
Incentive Recipient at any time during the term of this Agreement discontinues
and/or moves its business operations, including the Equipment identified in
Exhibit "B", from the City of Port Arthur, Texas, Incentive Recipient shall be
immediately in default under the terms of this Agreement, and all amounts less
any credits given as set forth in Paragraph 5(C) shall become a loan for a period
not to exceed the remaining period for the Incentive as set forth herein.
(8) On demand by PAEDC and in response to Incentive Recipient's failure to achieve
a performance milestone, Incentive Recipient shall provide PAEDC with
reasonable assurances, proposed by Incentive Recipient and reasonably
#1095660 Page 3
acceptable to PAEDC, that it has both the intention and the capabilities to perform
fully its contractual obligations.
(C) CREDITS—SUBSTITUTE PERFORMANCE
Incentive Recipient may earn credits according to the following terms, to either
reduce the duration of this Agreement or reduce the amount of liquidated damages in
the event Incentive Recipient breaches the Agreement.
(1) Starting on the effective date of the Agreement and for as long as Incentive
Recipient performs as specified in Section 5(b)(1) of this Agreement, Incentive
Recipient will receive a $1.00 credit for each $4.52 of payroll paid to residents of
Port Arthur. PAYROLL TO NON-RESIDENTS CANNOT BE CREDITED.
(2) Total credits cannot exceed$177,262.00.
(3) Incentive Recipient will forfeit any credits it earned during a period for which a
report is scheduled, but for which Incentive Recipient failed to issue the report
pursuant to the Performance Milestone Schedule within 10 days after receipt of
written notice from PAEDC that such report is past due.
(4) Once Incentive Recipient has earned credits equal to $177,262.00 the conditional
grant/loan and all obligations to PAEDC shall terminate.
(d) FIRST SOURCE REFERRAL AGREEMENT
PAEDC has adopted policies and procedures to assist Incentive Recipient in locating
a qualified workforce within the City. The First Source Referral Agreement is
incorporated into this Agreement in Exhibit "D" ("First Source"). Incentive
Recipient has agreed to the policies and procedures within First Source as a non-
exclusive resource and referral for all appropriate new job openings of Incentive
Recipient.
PERFORMANCE MILESTONE SCHEDULE
6. Although failure to achieve a performance milestone is not a breach of contract, a
failure is grounds for PAEDC to withhold further payments to Incentive Recipient and/or
demand reasonable assurances) from Incentive Recipient that it can and will fully perform its
contractual obligations. Failure to provide such reasonable assurances following demand of
PAEDC is a breach of contract.
7. Incentive Recipient's performance milestones are contained in the following table.
1
Examples of reasonable assurances are copies of pending contracts and customer commitment letters.
#1095660 Page 4
DATE MILESTONE
Issue a Business Operational Report to PAEDC for the period of
(a) September 30, 2014 August, 2014 to September 30, 2014.
(b) July 31, 2015 Issue a Business Operational Report to PAEDC for the period of
September 30, 2014 to June 30, 2015.
Achieve employment of ten(10) full-time permanent employees
(c) December 31, 2015 that are Port Arthur Residents as one (1) Manager, seven (7)
Customer Service Rep and three (3) Warehouse Worker with an
annualized payroll of$218,400.00.
Issue a Business Operational Report to PAEDC for the period of
(d) December 31, 2015 July 1, 2015 to December 31, 2015.
(e) July 31, 2016 Issue a Business Operational Report to PAEDC for the period of
December 31, 2015 to June 30, 2016.
Achieve employment of four (4) additional full-time permanent
employees that are Port Arthur Residents, three (3) additional
(f) December 31, 2016 Customer Service Rep. and one (1) additional Warehouse Worker
with an annualized payroll of$291,200.00. Total Port Arthur
employee's payroll for year ending December 2015, and 2016 not
less than $509,600.00.
(g) December 31, 2016 Issue a Business Operational Report to PAEDC, CEO for the period
of July 1, 2016 to December 31, 2016
(h) July 31, 2017 Issue a Business Operational Report to PAEDC, CEO for the period
of December 31, 2015 to June 30, 2017.
GBM Manufacturing Inc. maintain annualized payroll for year
(i) December 31, 2017 ending December 2017 of$291,200.00. Total Port Arthur
employee's payroll for year ending December 2015, 2016 and 2017
not less than$800,800.00.
December 31, 2017 GMB Manufacturing Inc. meets all PAEDC contractual
(j) December as verifies by the PAEDC CEO
(k) January 2018 Prepare close out of contract for PAEDC Board and Council
Approval
#1095660 Page 5
PAEDC'S CONDITIONAL OBLIGATIONS AND LIMITED LIABILITY
8. It is expressly understood and agreed by the parties hereto that the PAEDC funding
obligations herein are contingent upon the actual receipt of adequate sales tax revenue funds to
meet the PAEDC's liabilities under this Agreement. If adequate funds are not available to make
payments under this Agreement, the PAEDC shall notify Incentive Recipient in writing within a
reasonable time after such fact is reasonably determined by the PAEDC Board of Directors.
Should PAEDC fail to fully fund its obligations hereunder, this Agreement shall terminate and
both parties shall be relieved of any further liability hereunder. In the event of such termination,
the PAEDC may, at its sole option, immediately cease all further funding, if any,required by this
Agreement and the PAEDC shall not be liable to Incentive Recipient or to any third parties for
failure to make payments to Incentive Recipient under the terms and conditions of this
Agreement.
9. The PAEDC shall not be liable, in Agreement or otherwise, to Incentive Recipient, or
to any person or entity claiming by or through Incentive Recipient, for any expense, expenditure
or cost incurred by or on behalf of Incentive Recipient related to the project made the basis of
this Agreement. The PAEDC's sole liability/obligations, if any, shall be to Incentive Recipient
and shall be limited to the obligations detailed in Section 5(a) of this Agreement.
Incentive Recipient shall not use the funds herein for any purpose(s) other than that
specifically disclosed herein and as further disclosed within that certain application made by or
on behalf of Incentive Recipient, which application is incorporated herein for all purposes to the
extent Incentive Recipient has advanced funds to pay for equipment it will be deemed to satisfy
this requirement.
LIQUIDATED DAMAGES FOR BREACH OF AGREEMENT
12. In the event Incentive Recipient fails to perform its obligations under this Agreement,
following notice thereof from PAEDC and thirty-day (30-day) opportunity to cure the same, the
PAEDC grant, minus any credits earned pursuant to section 5(c) of this Agreement, will
automatically convert to a loan(liquidated damages), effective on the day of breach, as agreed by
Incentive Recipient in the executed Note attached as Exhibit"A." Following such conversion to
a loan as aforesaid, the PAEDC, at its sole option, may terminate its remaining funding
obligations, if any, detailed in Section 5 herein. Further, the PAEDC shall be entitled to recover
its reasonable and customary attorney's fees and court costs incurred in collection of said
obligation and such remedies as are provided at law or in equity.
13. It is expressly understood and agreed by the parties that any right or remedy shall not
preclude the exercise of any other right or remedy under this Agreement or under any provision
of law, nor shall any action taken in the exercise of any right or remedy be deemed a waiver of
any other rights or remedies. Failure to exercise any right or remedy hereunder shall not
constitute a waiver of the right to exercise that or any other right or remedy at any time.
RECORDS/INSPECTION/PAEDC AUDIT
#1095660 Page 6
14. Incentive Recipient must establish and maintain reasonably sufficient records, as
reasonably determined by the PAEDC, to account for the expenditure and utilization of funds
received by Incentive Recipient from PAEDC under the terms and conditions of this Agreement.
Incentive Recipient shall maintain employment records as necessary to allow the PAEDC to
audit and verify proper utilization of First Source and to verify any and all other covenants,
representations and warranties contained herein and in Incentive Recipient's Application.
15. Incentive Recipient shall maintain records of the receipt and disposition of all funds
provided hereunder as necessary to allow the PAEDC to audit and verify proper utilization of
said funds in compliance with this Agreement and the representations and warranties contained
herein and in Incentive Recipient's application. Incentive Recipient shall provide reports of
utilization of said funds, as reasonably requested by the PAEDC, and upon termination of this
Agreement.
16. Upon ten-day (10-day) advance written notice given not later than the 90th day after
the end of the calendar year in which such transactions being audited occurred, Incentive
Recipient shall give the PAEDC, or any of its duly authorized representatives, access to and right
to examine all books, accounts, records, reports, files and other papers, things or property
belonging to or in use by Incentive Recipient so that PAEDC can ensure the Incentive Recipient
is meeting the Performance Milestone Schedule. Incentive Recipient agrees to maintain such
records in an accessible location. All information obtained by the PAEDC, or its duly authorized
representatives, shall be regarded as the confidential business information of Incentive Recipient
and the PAEDC shall take reasonable measures to protect such information from disclosure to
third parties; however, PAEDC is subject to the requirements of the Texas Open Meetings Act
and Open Records Act (Tex. Gov. Code 551 & 552). Incentive Recipient agrees that disclosures
to the public required by the Texas Open Meetings Act, Texas Open Records Act, or any other
legal requirement will not expose PAEDC (or any party acting by, through or under PAEDC) to
any claim, liability or action by Incentive Recipient(or any party working by,through or under).
17. All records pertinent to this Agreement shall be retained by Incentive Recipient at
least one year following the date of termination of this Agreement, whether said termination is a
result of default or whether said termination is a result of final submission of a close out report
by Incentive Recipient detailing its compliance with its obligations provided herein. Further, in
the event any litigation, claim or audit arising out of or related to this Agreement is instituted
before the expiration of the three (3) year period and extends beyond the three year period, the
records will be maintained until all litigation, claims or audit findings involving this Agreement
and the records made the basis of same have been resolved. Further, records relating to real
property acquisition, including any long-term lease, shall be retained for a period equal to the
useful life of any asset purchased with PAEDC funds.
18. Incentive Recipient shall provide PAEDC with all reports reasonably necessary for
PAEDC compliance with the Development Corporation Act.
19. It is expressly understood and agreed by the parties hereto that if Incentive Recipient
fails to submit to PAEDC in a timely and reasonably satisfactory manner any report reasonably
#1095660 Page 7
required by this Agreement, PAEDC may, at its sole discretion, withhold further payments to
Incentive Recipient and/or demand assurances that Incentive Recipient can and will fully
perform its contractual obligations. If Incentive Recipient fails to provide adequate assurances
then Incentive Recipient is in breach, and any monies advanced by PAEDC automatically
become a loan. If PAEDC withholds such payments, it shall notify Incentive Recipient in
writing of its decision and the reasons therefore. Payments withheld pursuant to this paragraph
may be held by PAEDC until such time as the delinquent obligations for which funds are
withheld are fulfilled by Incentive Recipient.
20. The PAEDC reserves the right, from time to time, prior to the termination of this
agreement to carry out field inspections/audits to ensure compliance with the requirements of
this Agreement. After completion of any such audit, the PAEDC may provide Incentive
Recipient with a written report of the audit findings. If the audit report details deficiencies in its
performance under the terms and conditions of this Agreement, the PAEDC may establish
requirements for the timely correction of any such deficiencies by Incentive Recipient.
HOLD HARMLESS
21. INCENTIVE RECIPIENT AGREES TO HOLD HARMLESS THE PAEDC AND
THE CITY OF PORT ARTHUR FROM ANY AND ALL CLAIMS, DEMANDS, AND
CAUSES OF ACTION OF ANY KIND OR CHARACTER WHICH MAY BE ASSERTED BY
ANY THIRD PARTY OCCURRING, ARISING OUT OF OR IN ANY WAY RELATED TO
THIS AGREEMENT, THE PROJECT MADE THE BASIS OF THIS AGREEMENT, AND
THE UTILIZATION OF FUNDS PROVIDED BY THIS AGREEMENT, PROVIDED THAT
SUCH CLAIM, DEMAND OR CAUSE OF ACTION DOES NOT ARISE FROM ANY
FRAUD OR MISCONDUCT ON THE PART OF THE PAEDC OR THE CITY OF PORT
ARTHUR, OR ANY AGENT, EMPLOYEE OR REPRESENTATIVE OF EITHER.
SUBCONTRACTS
22. Incentive Recipient may not subcontract for performance credits described in this
Agreement without obtaining PAEDC's written approval, such approval not to be unreasonably
withheld. Incentive Recipient shall only subcontract for performance credits described in this
Agreement after Incentive Recipient has submitted a Subcontractor Eligibility Request, as
specified by PAEDC, for each proposed subcontract, and Incentive Recipient has obtained
PAEDC's prior written approval. Incentive Recipient, in subcontracting for any performances
described in this Agreement, expressly understands that in entering into such subcontracts,
PAEDC is in no way liable to Incentive Recipient's subcontractor(s).
23. In no event shall PAEDC's prior written approval of a subcontractor's eligibility, be
construed as relieving Incentive Recipient of the responsibility for ensuring that the
performances rendered under all subcontracts are rendered so as to comply with all terms of this
Agreement, as if such performances rendered were rendered by Incentive Recipient. PAEDC's
approval does not constitute adoption, ratification, or acceptance of Incentive Recipient's or
subcontractor's performance hereunder. PAEDC maintains the right to insist upon Incentive
Recipient's full compliance with the terms of this Agreement, and by the act of subcontractor
#1095660 Page 8
approval, PAEDC does not waive any right of action which may exist or which may
subsequently accrue to PAEDC under this Agreement.
24. Incentive Recipient, as well as all of its approved subcontractors, shall comply with
all applicable federal, state, and local laws, regulations, and ordinances for making procurement
under this Agreement.
CONFLICT OF INTEREST/DISCLOSURE OBLIGATION
25. Conflict of Interest: No employee, agent, officer or elected or appointed official of
the City of Port Arthur or the PAEDC who has participated in a decision making process related
to this Agreement (without recusing him/herself and executing a conflict affidavit) may obtain a
personal or financial interest or benefit from an PAEDC assisted activity, or have an interest in
any contract, subcontract, or agreement (or proceeds thereof) with respect to an PAEDC assisted
activity, during their tenure or for one (1) year thereafter. Insofar as relates to the conduct
hereunder of Incentive Recipient, its agents, employees or representatives, Incentive Recipient
shall ensure compliance with applicable provisions under Chapter 504, Local Government Code
and Chapter 171 Local Government Code.
26. Disclosure: In conjunction with execution of this Agreement, Incentive Recipient has
fully disclosed to PAEDC all known and potential owners of interests in Incentive Recipient
(whether shareholder, partner, limited partner, manager, member or otherwise). In the event of
any change in ownership or control of Incentive Recipient of five percent 5%) or greater,
Incentive Recipient shall notify PAEDC in writing. Further, Incentive Recipient shall be
obligated to notify in writing the PAEDC in the event any time prior to, during or one (1) year
after the term of this Agreement, any City or PAEDC employee or representative or any third
party with a conflict of interest obtains or proposes to obtain a financial benefit, direct or
indirect, from Incentive Recipient. Failure to provide said notice immediately or no later than
five (5)business days after receipt of information shall constitute a default herein.
NONDISCRIMINATION/EMPLOYMENT /REPORTING
27. Incentive Recipient shall ensure that no person shall on the grounds of race, color,
religion, sex, handicap, or national origin be excluded from participation in, be denied the
benefits of, or be subjected to discrimination under any program or activity funded in whole or in
part with funds provided under this Agreement. Additionally, funds shall be used in accordance
with the following requirements:
(a) To the greatest extent feasible opportunities for training and employment arising in
connection with the planning and carrying out of any project assisted with PAEDC
funds provided under this Agreement be given to Port Arthur residents; and
(b) To the greatest extent feasible, agreements for work to be performed in connection
with any such project be awarded to Port Arthur residents and businesses, including,
but not limited to, individuals or firms doing business in the field of planning,
consulting, design, architecture, building construction, rehabilitation, maintenance, or
#1095660 Page 9
repair, which are located in or owned in substantial part by persons residing in the
City of Port Arthur, Texas.
LEGAL AUTHORITY
28. Incentive Recipient assures and guarantees it possesses legal and/or corporate
authority (i)to enter into this Agreement, receive funds authorized by this Agreement, and (ii)to
perform the obligations hereunder. Incentive Recipient has provided, or shall provide, as
requested by the PAEDC, such resolutions or other required authorizations necessary to evidence
this authority.
29. The person or persons signing and executing this Agreement on behalf of Incentive
Recipient, or representing themselves as signing and executing this Agreement on behalf of
Incentive Recipient, do hereby warrant and guarantee that he, she, or they have been duly
authorized by Incentive Recipient to execute this Agreement on behalf of Incentive Recipient
and to validly and legally bind Incentive Recipient to all terms, performances, and provisions
herein set forth.
NOTICE OF LEGAL OR REGULATORY CLAIMS
30. Incentive Recipient shall give PAEDC immediate notice in writing of 1) any legal or
regulatory action, including any proceeding before an administrative agency filed against
Incentive Recipient, directly or indirectly; and 2) any material claim against Incentive Recipient,
which may impact continued operations. For purposes herein, "material" claims shall mean
claims in excess of$50,000. Except as otherwise directed by PAEDC, Incentive Recipient shall
furnish immediately to PAEDC copies of all pertinent documentation of any kind received by
Incentive Recipient with respect to such action or claim.
CHANGES AND AMENDMENTS
31. Except as specifically provided otherwise in this Agreement, any alterations,
additions, or deletions to the terms of this Agreement shall be by amendment in writing and
executed by all parties to this Agreement. Such amendments must be approved by the PAEDC
Board of Directors and, in many cases,by the City Council for City of Port Arthur.
32. It is understood and agreed by the parties hereto that performances under this
Agreement must be rendered in accordance with the regulations promulgated under the
Development Corporation Act, the assurances and certifications made to PAEDC by Incentive
Recipient, and the assurances and certifications made to the City of Port Arthur with regard to
the operation of the PAEDC's Projects. Based on these considerations, and in order to ensure the
legal and effective performance of this Agreement by all parties, it is agreed by the parties hereto
that the performances under this Agreement are by the provisions of the PAEDC Program and
any amendments thereto and may further be amended in the following manner: PAEDC may
from time to time during the period of performance of this Agreement issue policy directives
which serve to interpret, or clarify performance requirements under this Agreement. Such policy
directives shall be promulgated by the PAEDC Board of Directors in the form of PAEDC
#1095660 Page 10
issuances, shall be approved by the City Council and shall have the effect of qualifying the terms
of this Agreement and shall be binding upon Incentive Recipient, as if written herein.
33. Any alterations, additions, or deletions to the terms of this Agreement which are
required by changes in Federal, state law or local law are automatically incorporated into this
Agreement without written amendment hereto, and shall become effective on the date designated
by such law or regulation.
DEFAULT /TERMINATION
34. In the event of a material default of any of the material obligations of Incentive
Recipient detailed herein or in the event of a material breach of any of the representations of or
warranties of Incentive Recipient either detailed herein or in its application to the PAEDC, and
following any notice and opportunity to cure provided for in this Agreement,the PAEDC may, at
its sole option, terminate this Agreement, in whole or in part. In the event of such termination,
the PAEDC may, at its sole option, utilize one or more of the following actions to resolve or
otherwise remedy said default:
(a) Declare the Commercial Promissory Note executed in conjunction with this
Agreement immediately effective.
(b) Exercise any remedies provided herein;
(c) Withhold, whether temporarily or otherwise, disbursement of grant proceeds pending
correction of the deficiency(s)by Incentive Recipient;
(d) Disallow all or a part of the incentives which are not in compliance with the terms
and conditions of this Agreement or in compliance with the representations and
warranties contained within this Agreement and Incentive Recipient's application to
the PAEDC;
(e) Withhold and/or disallow further PAEDC incentives to Incentive Recipient; and
(f) Exercise any and all other remedies that may be legally available to the PAEDC,
under the laws of the State of Texas and as authorized by the terms and conditions of
this Agreement.
35. In addition to the foregoing, the parties agree that this Agreement may be terminated
at any time when both parties agree, in writing, to the terms and conditions of any such voluntary
termination.
COMPLIANCE AUDITS
36. If directed by PAEDC Board not more than once each 12 month period, Incentive
Recipient shall arrange for the performance of a compliance audit performed by a certified public
#1095660 Page 11
accountant, of funds received and performances rendered under this Agreement, subject to the
following conditions and limitations:
(a) Incentive Recipient shall have a compliance audit which may be limited to use of
funds received from the PAEDC, made for any of its fiscal years included within the
Term of this Agreement in which Incentive Recipient receives more than $50,000 in
PAEDC financial assistance provided by PAEDC in the form of grants, contracts,
loans, loan guarantees, property, cooperative agreements, interest subsidies, or direct
appropriations. Backup documentation regarding actual expenditures shall be
provided by Incentive Recipient. Said audit must be received and accepted by the
Chief Executive Officer of PAEDC and/or the PAEDC Board.
(b) At the option of Incentive Recipient, each audit required by this section may cover
either its entire operations or each department, agency, or establishment of Incentive
Recipient which received, expended, or otherwise administered PAEDC funds;
(c) Unless otherwise specifically authorized by PAEDC in writing, Incentive Recipient
shall submit the report of such audit to PAEDC within thirty (30) days after
completion of the audit, but no later than one hundred twenty (120) days after the end
of each fiscal period included within the Term of this Agreement.
(d) As a part of its audit, Incentive Recipient shall verify that the expenditures were
exclusively for the assets listed in Exhibit `B". Any discrepancies in excess of
$5000 shall be specifically documented in writing.
37. Incentive Recipient understands and agrees that it shall be liable to reimburse
immediately PAEDC for any costs disallowed pursuant to financial and compliance audit(s) of
funds received under this Agreement and it may be required to submit formal audits at its
expense.
38. Incentive Recipient shall take all necessary actions to facilitate the performance of
any and all such audits, whether annual,mandatory or otherwise requested under this Agreement.
39. Subject to financial privacy requirements of Incentive Recipient and properly
designated requests for non-disclosure due to proprietary reasons, all approved audit reports may
be made available for public inspection.
40. PAEDC shall not release any funds for costs incurred by Incentive Recipient under
this Agreement until PAEDC has received certification from Incentive Recipient that its fiscal
control and fund accounting procedures are adequate to assure proper disbursal of and
accounting for funds provided under this Agreement. PAEDC shall specify the content and form
of such certification.
SUPPLEMENTAL COVENANT
#1095660 Page 12
41. INCENTIVE RECIPIENT AND ANY BRANCH, DIVISION OR
DEPARTMENT OF INCENTIVE RECIPIENT CERTIFIES THAT THEY HAVE NOT
AND WILL NOT KNOWINGLY EMPLOY AN "UNDOCUMENTED WORKER"
WHICH MEANS "AN INDIVIDUAL WHO, AT THE TIME OF EMPLOYMENT, IS
NOT LAWFULLY ADMITTED FOR PERMANENT RESIDENCE TO THE UNITED
STATES OR AUTHORIZED UNDER LAW TO BE EMPLOYED IN THAT MANNER IN
THE UNITED STATES."
42. Incentive Recipient acknowledges that it has reviewed Chapter 2264, Texas
Government Code and hereby affirmatively agrees by execution of this Agreement to repay the
amount of any incentive (less any credits given as set forth in Paragraph 5(C))with interest at the
rate of ten (10%) percent per annum not later than the 120th day after the date PAEDC notifies
Incentive Recipient of a violation.
43. Incentive Recipient acknowledges PAEDC may bring a civil action or cover any
amounts owed under this Chapter and further acknowledges that PAEDC may recover court
costs and reasonable attorneys' fees incurred in an action brought under §2264.101(a). Incentive
Recipient is not liable for a violation of this Chapter by a subsidiary, affiliate or franchisee of the
Incentive Recipient or by a person with whom the Incentive Recipient contracts.
ENVIRONMENTAL REQUIREMENTS
44. Incentive Recipient understands and agrees that by execution of this Agreement,
Incentive Recipient shall be responsible for providing to PAEDC all information, concerning this
PAEDC funded project, reasonably required for PAEDC to meet its responsibilities for
environmental review, decision making, and other action which applies to PAEDC in accordance
with and to the extent specified in Federal, State and Local Law. Incentive Recipient further
understands and agrees that Incentive Recipient shall make all reasonable efforts, but shall not be
required to expend any funds in doing so, to assist PAEDC in handling inquiries and complaints
from persons and agencies seeking redress in relation to environmental reviews covered by
approved certifications.
ORAL AND WRITTEN AGREEMENTS /PRIOR AGREEMENTS
45. All oral and written contracts between the parties to this Agreement relating to the
subject matter of this Agreement that were made prior to the execution of this Agreement have
been reduced to writing and are contained in this Agreement.
46. The documents required below are hereby made a part of this Agreement, and
constitute promised performances by Incentive Recipient in accordance with this Agreement:
Required
X Exhibit"A" Commercial Promissory Note for Conditional Grant
X Exhibit`B" Equipment List
X Exhibit"C" Commercial Security Agreement
X Exhibit"D"UCC-1 Financing Statement
#1095660 Page 13
X Exhibit"E" First Source Referral
X Exhibit"F" Certification Regarding Lobbying
X Exhibit"G" Compliance Statement
X Incentive Recipient Application to PAEDC
VENUE
47. For purposes of litigation that may accrue under this Agreement, venue shall lie in
Jefferson County, Texas,where substantially all the performance will occur.
ADDRESS OF NOTICE AND COMMUNICATIONS
City of Port Arthur Section 4A Economic Development Corporation
444 4th Street
Port Arthur, Texas 77640
ATTN: Floyd Batiste, Chief Executive Officer
Incentive Recipient
GBM Globe Texas, LLC
3550 Dowlen Road, Suite A,
Beaumont, Texas 77706
ATTN: Larry Wood
#1095660 Page 14
CAPTIONS
48. This Agreement has been supplied with captions to serve only as a guide to the
contents. The caption does not control the meaning of any paragraph or in any way determine its
interpretation or application.
COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
49. Incentive Recipient shall comply with all Federal, State and local laws, statutes,
ordinances, resolutions,rules, regulations, orders and decrees of any court or administrative body
or tribunal, including those related to the activities and performances of Incentive Recipient
under this Agreement. Upon request by PAEDC and by the City, Incentive Recipient shall
furnish satisfactory proof of its compliance herewith.
CONDITIONS PRECEDENT
50. This agreement has no legal consequences, and neither party shall rely on the
agreement, unless and until
a. Both the PAEDC Board and the Port Arthur City Council approve the Agreement
in its final executed form.
ATTORNEY APPROVALS
APPROVED AS TO FORM:
Guy Goodson, General Counsel for PAEDC
VERIFIED BY
CITY COUNCIL RESOLUTION:
Resolution Number:
Valecia R. Tizeno, City Attorney
#1095660 Page 15
AGREEMENT EXECUTION
CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
SIGNED AND AGREED TO on the day of , 2014.
By: By:
President Secretary
EDC Representative EDC Representative
GBM GLOBE TEXAS,LLC
SIGNED AND AGREED TO on the day of , 2014.
GBM Globe Texas, LLC
By:
, President
Acknowledgment
#1095660 Page 16
EXHIBIT "A"
CONDITIONAL COMMERCIAL PROMISSORY NOTE
Port Arthur, Texas
This COMMERCIAL PROMISSORY NOTE becomes effective on the date when GBM Globe
Texas, LLC, a Chinese corporation (hereinafter called "Maker") breaches that certain Economic
Incentive Contract and Loan Agreement between the City of Port Arthur Section 4A Economic
Development Corporation(hereinafter called"Lender")and Maker,dated ,201_
Effective Date of Note: The Note shall be dated effective the day of , 2014
which is the date upon which Lender provided written notification to Maker of its default under the
Economic Incentive Contract & Loan Agreement (the "Agreement") by and between Lender and
Maker dated ,201_("Date of Default").
Principal Amount: Principal amount is $ , which is $ less the
incentive credits earned by Maker according to Paragraph 5(C)of the Agreement.
Term of the Loan: From the Date of Default, Maker shall thereafter make equal monthly
installments of principal and interest (interest being calculated as hereinafter specified at the rate of
10% per annum) until December 31, 2017 (the "Final Payment Date"). Lender shall provide to
Maker, a payment amortization schedule for the monthly installments due hereunder. Maker agrees
that all principal and interest on this Note shall be due and payable by the Final Payment Date.
FOR VALUE RECEIVED, the undersigned "Maker", promises to pay to Lender, at its office at
P.O. Box 1089, Port Arthur, Texas, 77640-1089, or such other place or places as the holder hereof
shall from time to time designate in written notice to Maker, the principal amount, in legal and
lawful money of the United States of America, together with interest thereon from the date hereof
until maturity at the rate of ten percent(10%)per annum as detailed herein.
All past due principal and interest shall bear interest from date of maturity until paid at the
rate of fifteen percent (15%) per annum, or to the maximum extent allowed by law (whichever is
greater)as may hereafter be in effect,payable on demand after maturity.
Any notices required or permitted to be given by the holder hereof to Maker pursuant to the
provisions of this note shall be in writing and shall be either personally delivered or transmitted by
first class United States mail, addressed to Maker at the address designated below for receipt of
notice (or at such other address as Maker may, from time to time, designate in writing to the holder
hereof for receipt of notices hereunder). Any such notice personally delivered shall be effective as
of the date of delivery, and any notice transmitted by mail, in accordance with the foregoing
provisions, shall be deemed to have been given to and received by Maker as of the date on which
such notice was deposited with the United States Postal Service, properly addressed and with
postage prepaid.
This note is also secured by and entitled to the benefits of all other security agreements,
pledges, collateral assignments, deeds of trust, guaranties, mortgages, assignments, and lien
instruments, if any, of any kind executed by Maker or by any other party as security for any loans
owing by Maker to the Lender. Such lien instruments shall include those executed simultaneously
herewith,those heretofore executed, and those hereafter executed.
If any installment or payment of principal or interest of this note is not paid when due or any
drawer, acceptor, endorser, guarantor, surety,accommodation party or other person now or hereafter
#1095660 Page 17
primarily or secondarily liable upon or for payment of all or any part of this note (each hereinafter
called an "other liable party") shall die, or become insolvent (however such insolvency may be
evidenced); or if any proceeding, procedure or remedy supplementary to or in enforcement of
judgment shall be resorted to or commenced against Maker or any other liable party, or with respect
to any property of any of them; or if any governmental authority or any court at the instance thereof
shall take possession of any substantial part of the property of or assume control over the affairs or
operations of, or a receiver shall be appointed for or take possession of the property of, or a writ or
order of attachment or garnishment shall be issued or made against any of the property of Maker or
any other liable party; or if any indebtedness for which Maker or any other liable party is primarily
or secondarily liable shall not be paid when due or shall become due and payable by acceleration of
maturity thereof, or if any event or condition shall occur which shall permit the holder of any such
indebtedness to declare it due and payable upon the lapse of time, giving of notice or otherwise; or
if Maker or any other liable party (if other than a natural person) shall be dissolved, wound up,
liquidated or otherwise terminated, or a party to any merger or consolidation without the written
consent of Lender; or if Maker or any other liable party shall sell substantially all or an integral
portion of its assets without the written consent of Lender; or if Maker or any other liable party fails
to furnish fmancial information requested by Lender pursuant to this Agreement; or if Maker or any
other liable party furnishes or has furnished any financial or other information or statements which
are misleading in any respect; or if a default occurs under any instrument now or hereafter executed
in connection with or as security for this note;; thereupon, at the option of Lender, the principal
balance and accrued interest of this note and any and all other indebtedness of Maker to Lender
shall become and be due and payable forthwith without demand, notice of default, notice of
acceleration, notice of intent to accelerate the maturity hereof, notice of nonpayment, presentment,
protest or notice of dishonor, all of which are hereby expressly waived by Maker and each other
liable party. Lender may waive any default without waiving any prior or subsequent default.
If this note is not paid at maturity whether by acceleration or otherwise, and is placed in the
hands of any attorney for collection, or suit is filed hereon, or proceedings are had in probate,
bankruptcy, receivership, reorganization, arrangement or other legal proceedings for collection
hereof, Maker and each other liable party agree to pay Lender its collection costs, including court
costs and a reasonable amount for attorney's fees.
It is the intention of Maker and Lender to conform strictly to applicable usury laws.
Accordingly, if the transaction contemplated hereby would be usurious under applicable law, then,
in that event, notwithstanding anything to the contrary herein or in any agreement entered into in
connection with or as security for this note, it is agreed as follows: (i) the aggregate of all
consideration which constitutes interest under applicable law that is taken, reserved, contracted for,
charged or received under this note or under any of the other aforesaid agreements or otherwise in
connection with this note shall under no circumstances exceed the maximum amount of interest
allowed by applicable law, and any excess shall be credited on this note by the holder hereof(or, if
this note shall have been paid in full,refunded to Maker); (ii) in the event that maturity of this note
is accelerated by reason of an election by the holder hereof resulting from any default hereunder or
otherwise, or in the event of any required or permitted prepayment, then such consideration that
constitutes interest may never include more than the maximum amount allowed by applicable law,
and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as
of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited on this
note (or if this note shall have been paid in full, refunded to Maker); and (iii) all calculations of the
rate of interest taken, reserved, contracted for, charged or received under this note or under any of
the other aforesaid agreements or otherwise in connection with this note, that are made for the
purpose of determining whether such rate exceeds the maximum lawful rate shall be made, to the
extent permitted by applicable law, by amortizing,prorating, allocating, and spreading such interest
over the entire term of the loan evidenced by this note(including all renewal and extended terms).
Maker may prepay all or any part of the principal of this note before maturity without
penalty. No partial prepayment shall reduce, postpone or delay the obligation of Maker to continue
#1095660 Page 18
paying the installments herein provided on their respective due dates following any such partial
prepayment until this note is fully paid.
The Maker shall be directly and primarily liable for the payment of all sums called for
hereunder; and, except for notices specifically required to be given by the holder hereof to Maker
pursuant to the earlier provisions of this note, Maker and each other liable party hereby expressly
waive demand, presentment for payment, notice of nonpayment, protest, notice of protest, notice of
intention to accelerate maturity,notice of acceleration of maturity, and all other notice, filing of suit
and diligence in collecting this note or enforcing or handling any of the security therefor, and do
hereby agree to any substitution, exchange or release, in whole or in part, of any security here-for or
the release of any other liable party, and do hereby consent to any and all renewals or extensions
from time to time, of this note, or any part hereof, either before or after maturity, all without any
notice thereof to any of them and without affecting or releasing the liability of any of them. Each
holder hereof, in order to enforce payment of this note by any other liable party, shall be required to
first institute suit or exhaust its remedies against Maker and to enforce its rights against any security
therefor prior to enforcing payment of this Note by any other liable party.
SIGNED AND AGREED TO on the day of , 2014.
GBM Globe Texas, LLC
By:
THE STATE OF §
§ ACKNOWLEGEMENT
COUNTY OF §
BEFORE ME, THE UNDERSIGNED Notary Public, on this day personally appeared
, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he/she executed the same as the act and deed of GBM
Globe Texas,LLC for the purposes and consideration therein expressed, and the Capacities therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of
,2014.
Notary Public. State of
#1095660 Page 19
MAKERS' ADDRESS FOR RECEIPT OF NOTICE: Larry Wood at 3550 Dowlen Road,
Suite A, Beaumont, Texas 77706.
EXHIBIT "B"
#1095660 Page 20
EQUIPMENT LIST
Equipment: Serial Number: Estimated Value:
Tempered Glass Cutting $70,000.00 -
Machine $100,000.00
Glass Washing Machine $10,000.00
Branding Machine $70,000.00-
$100,000.00
UV and Laminating $70,000.00-
Machine $100,000.00
#1095660 Page 21
EXHIBIT "C"
COMMERCIAL SECURITY AGREEMENT
Dated , 2014
Debtor(s) Secured Party
GBM Globe Texas, LLC City of Port Arthur Section 4A Economic
Development Corporation
3835 Gulfway Drive 4173 39th Street
Port Arthur, Texas 77642 Port Arthur, Texas 77642
(hereinafter referred to as"Debtor"whether one or more) (hereinafter referred to as"Secured Party")
FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby acknowledged,
Debtor grants to Secured Party the security interest (and the pledges and assignments as
applicable) hereinafter set forth and agrees with Secured Party as follows:
A. OBLIGATIONS SECURED. The first priority lien and pledges and assignments
as applicable granted hereby are to secure punctual payment and performance of the following:
(i) certain promissory note(s) of even date herewith in the original principal sum of$177,262.00,
executed by Debtor and payable to the order of Secured Party, and any and all extensions,
renewals, modifications and rearrangements thereof, (ii) certain obligations of Debtor to Secured
Party under that certain Economic Incentive Contract and Loan Agreement of even date and all
extensions, renewals, modifications and rearrangements thereof, and (iii) any and all other
indebtedness, liabilities and obligations whatsoever and of whatever nature of Debtor to Secured
Party whether direct or indirect, absolute or contingent, primary or secondary, due or to become
due and whether now existing or hereafter arising and howsoever evidenced or acquired, whether
joint or several, or joint and several (all of which are herein separately and collectively referred
to as the "Obligations"). Debtor acknowledges that the security interest (and pledges and
assignments as applicable) hereby granted shall secure all future advances as well as any and all
other indebtedness, liabilities and obligations of Debtor to Secured Party whether now in
existence or hereafter arising.
B. USE OF COLLATERAL. Debtor represents, warrants and covenants that
Collateral will be used by the Debtor primarily for business use, unless otherwise specified as
follows: Personal, family or household purposes; Farming operations.
C. DESCRIPTION OF COLLATERAL. Debtor hereby grants to Secured Party a
first priority lien in (and hereby pledges and assigns as applicable) and agrees that Secured Party
shall continue to have a security interest in (and a pledge and assignment of as applicable), the
following property,to wit: (DEBTOR TO INITIAL APPROPRIATE BLANKS)
❑ All Accounts. A security interest in all accounts now owned or existing as well as
any and all that may hereafter arise or be acquired by Debtor, and all the proceeds and
products thereof, including without limitation, all notes, drafts, acceptances, instruments
and chattel paper arising therefrom, and all returned or repossessed goods arising from or
#1095660 Page 22
relating to any such accounts, or other proceeds of any sale or other disposition of
inventory.
�❑ Specific Accounts. A security interest in the supervised account at Texas State Bank,
including earned interest, described by the Deposit Agreement between the Financial
Institution, the Debtor and the Secured Party. Such agreement attached or which may
hereafter be attached hereto.
❑ All Inventory. A security interest in all of Debtor's inventory, including all goods,
merchandise, raw materials, goods in process, finished goods and other tangible personal
property, wheresoever located, now owned or hereafter acquired and held for sale or
lease or furnished or to be furnished under contracts for service or used or consumed in
Debtor's business and all additions and accessions thereto and contracts with respect
thereto and all documents of title evidencing or representing any part thereof, and all
products and proceeds thereof, including, without limitation, all of such which is now or
hereafter located at the following locations: (give locations)
❑ All Fixtures. A security interest in all of Debtor's fixtures and appurtenances
thereto, and such other goods, chattels, fixtures, equipment and personal property affixed
or in any manner attached to the real estate and/or building(s) or structure(s), including
all additions and accessions thereto and replacements thereof and articles in substitution
therefor, howsoever attached or affixed, located at the following locations: (give legal
address)
The record owner of the real estate is:
❑ All Equipment. A security interest in all equipment of every nature and description
whatsoever now owned or hereafter acquired by Debtor including all appurtenances and
additions thereto and substitutions therefor,wheresoever located, including all tools,parts
and accessories used in connection therewith.
❑ General Intangibles. A security interest in all general intangibles and other personal
property now owned or hereafter acquired by Debtor other than goods, accounts, chattel
paper, documents and instruments.
❑ Chattel Paper. A security interest in all of Debtor's interest under chattel paper,
lease agreements and other instruments or documents, whether now existing or owned by
Debtor or hereafter arising or acquired by Debtor, evidencing both a debt and security
interest in or lease of specific goods.
❑ Farm Products. A security interest in alt of Debtor's interest in any and all crops,
livestock and supplies used or produced by Debtor in farming operations wheresoever
located: Debtor's residence is in the county shown at the beginning of this Agreement
#1095660 Page 23
and Debtor agrees to notify promptly Secured Party of any change in the county of
Debtor's residence; all of Debtor's crops or livestock are presently located in the
following counties: (give counties)
❑ Securities. A pledge and assignment of and security interest in the securities
described below, together with all instruments and general intangibles related thereto and
all monies, income, proceeds and benefits attributable or accruing to said property,
including, but not limited to, all stock rights, options, rights to subscribe, dividends,
liquidating dividends, stock dividends, dividends paid in stock, new security or other
properties or benefits to which the Debtor is or may hereafter become entitled to receive
on account of said property. (give description)
❑ Certificates of Deposit. A pledge and assignment of and security interest in all of
Debtor's interest in and to the certificates of deposit described below and instruments
related thereto, and all renewals or substitutions therefor, together with all monies,
income, interest, proceeds and benefits attributable or accruing to said property or to
which Debtor is or may hereafter be entitled to receive on account of said property. (give
description)
❑ Instruments. A pledge and assignment of and security interest in all of Debtor's
now owned or existing as well as hereafter acquired or arising instruments and
documents.
❑ Other. A first priority lien on all of Debtor's interest, now owned or hereafter
acquired, in and to the enumerated equipment as detailed in Exhibit "D" in that certain
Economic Incentive Contract&Loan Agreement between Debtor and Secured Party.
Equipment: Serial Number: Estimated Value:
Tempered Glass Cutting $70,000.00 -
Machine $100,000.00
Glass Washing Machine $10,000.00
Branding Machine $70,000.00-
$100,000.00
UV and Laminating $70,000.00-
Machine $100,000.00
Invoice(s) for the above-described equipment shall be attached by Debtor to this
Commercial Security Agreement.
#1095660 Page 24
The term "Collateral" as used in this Agreement shall mean and include, and the security
interest (and pledge and assignment as applicable) shall cover, all of the foregoing property, as
well as any accessions, additions and attachments thereto and the proceeds and products thereof,
including without limitation, all cash, general intangibles, accounts, inventory, equipment,
fixtures, farm products, notes, drafts, acceptances, securities, instruments, chattel paper,
insurance proceeds payable because of loss or damage, or other property, benefits or rights
arising therefrom, and in and to all returned or repossessed goods arising from or relating to any'
of the property described herein or other proceeds of any sale or other disposition of such
property.
As additional security for the punctual payment and performance of the Obligations, and
as part of the Collateral, Debtor hereby grants to Secured Party a security interest in, and a
pledge and assignment of, any and all money, property, deposit accounts, accounts, securities,
documents, chattel paper, claims, demands, instruments, items or deposits of the Debtor, and
each of them, or to which any of them is a party, now held or hereafter coming within Secured
Party's custody or control, including without limitation, all certificates of deposit and other
depository accounts, whether such have matured or the exercise of Secured Party's rights results
in loss of interest or principal or other penalty on such deposits, but excluding deposits subject to
tax penalties if assigned. Without prior notice to or demand upon the Debtor, Secured Party may
exercise its rights granted above at any time when a default has occurred or Secured Party deems
itself insecure. Secured Party's rights and remedies under this paragraph shall be in addition to
and cumulative of any other rights or remedies at law and equity, including, without limitation,
any rights of set-off to which Secured Party may be entitled.
D. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.
Debtor represents and warrants as follows:
1. Ownership; No Encumbrances: Except for the security interest(and pledges and
assignments as applicable) granted hereby, the Debtor is, and as to any property acquired after
the date hereof which is included within the Collateral, Debtor will be, the owner of all such
Collateral free and clear from all charges, liens, security interests, adverse claims and
encumbrances of any and every nature whatsoever.
2. No Financing Statements: There is no financing statement or similar filing now
on file in any public office covering any part of the Collateral, and Debtor will not execute and
there will not be on file in any public office any financing statement or similar filing except the
financing statements filed or to be filed in favor of Secured Party.
3. Accuracy of Information: Alt information furnished to Secured Party concerning
Debtor, the Collateral and the Obligations, or otherwise for the purpose of obtaining or
maintaining credit, is or will be at the time the same is furnished, accurate and complete in all
material respects.
4. Authority: Debtor has full right and authority to execute and perform this
Agreement and to create the security interest (and pledges and assignment as applicable) created
by this Agreement. The making and performance by Debtor of this Agreement will not violate
#1095660 Page 25
any articles of incorporation, bylaws or similar document respecting Debtor, any provision of
law, any order of court or governmental agency, or any indenture or other agreement to which
Debtor is a party, or by which Debtor or any of Debtor's property is bound, or be in conflict
with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any
such indenture or other agreement, or result in the creation or imposition of any charge, lien,
security interest, claim or encumbrance of any and every nature whatsoever upon the Collateral,
except as contemplated by this Agreement.
5. Addresses: The address of Debtor designated at the beginning of this Agreement
is Debtor's place of business if Debtor has only one place of business; Debtor's chief executive
office if Debtor has more than one place of business; or Debtor's residence if Debtor has no
place of business. Debtor agrees not to change such address without advance written notice to
Secured Party.
E. GENERALCOVENANTS. Debtor covenants and agrees as follows:
1. Operation of the Collateral: Debtor agrees to maintain and use the Collateral
solely in the conduct of its own business, in a careful and proper manner, and in conformity with
all applicable permits or licenses. Debtor shall comply in all respects with all applicable statutes,
laws, ordinances and regulations. Debtor shall not use the Collateral in any unlawful manner or
for any unlawful purposes, or in any manner or for any purpose that would expose the Collateral
to unusual risk, or to penalty, forfeiture or capture, or that would render inoperative any
insurance in connection with the Collateral.
2. Condition: Debtor shall maintain, service and repair the Collateral so as to keep it
in good operating condition. Debtor shall replace within a reasonable time all parts that may be
worn out, lost, destroyed or otherwise rendered unfit for use, with appropriate replacement parts.
Debtor shall obtain and maintain in good standing at all times all applicable permits, licenses,
registrations and certificates respecting the Collateral.
3. Assessments: Debtor shall promptly pay when due all taxes, assessments, license
fees, registration fees, and governmental charges levied or assessed against Debtor or with
respect to the Collateral or any part thereof.
4. No Encumbrances: Debtor agrees not to suffer or permit any charge, lien,
security interest, adverse claim or encumbrance of any and every nature whatsoever against the
Collateral or any part thereof.
5. No Removal: Except as otherwise provided in this Agreement, Debtor shall not
remove the Collateral from the county or counties designated at the beginning of this Agreement
without Secured Party's prior written consent.
6. No Transfer: Except as otherwise provided in this Agreement with respect to
inventory, Debtor shall not,without the prior written consent of Secured Party, sell,assign,
transfer, lease, charter, encumber, hypothecate or dispose of the Collateral, or any part thereof, or
interest therein, or offer to do any of the foregoing.
#1095660 Page 26
7. Notices and Reports: Debtor shall promptly notify Secured Party in writing of
any change in the name, identity or structure of Debtor, any charge, lien, security interest, claim
or encumbrance asserted against the Collateral, any litigation against Debtor or the Collateral,
any theft, loss, injury or similar incident involving the Collateral, and any other material matter
adversely affecting Debtor or the Collateral. Debtor shall furnish such other reports, information
and data regarding Debtor's financial condition and operations, the Collateral and such other
matters as Secured Party may request from time to time.
8. Landlord's Waivers: Debtor shall furnish to Secured Party, if requested, a
landlord's waiver of all liens with respect to any Collateral covered by this Agreement that is or
may be located upon leased premises, such landlord's waivers to be in such form and upon such
terms as are acceptable to Secured Party.
9. Additional Filings: Debtor agrees to execute and deliver such financing
statement or statements, or amendments thereof or supplements thereto, or other documents as
Secured Party may from time to time require in order to comply with the Texas Uniform
Commercial Code (or other applicable state law of the jurisdiction where any of the Collateral is
located) and to preserve and protect the Secured Party's rights to the Collateral.
10. Protection of Collateral: Secured Party, at its option, whether before or after
default,but without any obligation whatsoever to do so, may(a) discharge taxes, claims, charges,
liens, security interests, assessments or other encumbrances of any and every nature whatsoever
at any time levied, placed upon or asserted against the Collateral, (b) place and pay for insurance
on the Collateral, including insurance that only protects Secured Party's interest, (c) pay for the
repair, improvement, testing, maintenance and preservation of the Collateral, (d) pay any filing,
recording, registration, licensing or certification fees or other fees and charges related to the
Collateral, or (e) take any other action to preserve and protect the Collateral and Secured Party's
rights and remedies under this Agreement as Secured Party may deem necessary or appropriate.
Debtor agrees that Secured Party shall have no duty or obligation whatsoever to take any of the
foregoing action. Debtor agrees to promptly reimburse Secured Party upon demand for any
payment made or any expense incurred by the Secured .Party pursuant to this authorization.
These. payments and expenditures, together with interest thereon from date incurred until paid
by Debtor at the maximum contract rate allowed under applicable laws, which Debtor agrees to
pay, shall constitute additional Obligations and shall be secured by and entitled to the benefits of
this Agreement.
11. Inspection: Debtor shall at all reasonable times allow Secured Party by or
through any of its officers, agents, attorneys or accountants, to examine the Collateral, wherever
located, and to examine and make extracts from Debtor's books and records.
12. Further Assurances: Debtor shall do, make,procure, execute and deliver all such
additional and further acts, things, deeds, interests and assurances as Secured Party may require
from time so time to protect, assure and enforce Secured Party's rights and remedies.
#1095660 Page 27
13. Insurance: Debtor shall have and maintain insurance at all times with respect to
all tangible Collateral insuring against risks of fire (including so-called extended coverage), theft
and other risks as Secured Party may require, containing such terms, in such form and amounts
and written by such companies as may be satisfactory to Secured Party, all of such insurance to
contain toss payable clauses in favor of Secured Party as its interest may appear. All policies of
insurance shall provide for ten (10) days written minimum cancellation notice to Secured Party
and at the request of Secured Party shall be delivered to and held by it. Secured Party is hereby
authorized to act as attorney for Debtor in obtaining, adjusting, settling and canceling such
insurance and endorsing any drafts or instruments. Secured Party shall be authorized to apply the
proceeds from any insurance to the Obligations secured hereby whether or not such Obligations
are then due and payable. Debtor specifically authorizes Secured Party to disclose information
from the policies of insurance to prospective insurers regarding the Collateral.
14. Additional Collateral: If Secured Party should at any time be of the opinion that
the Collateral is impaired, not sufficient or has declined or may decline in value, or should
Secured Party deem payment of the Obligations to be insecure, then Secured Party may call for
additional security satisfactory to Secured Party, and Debtor promises to furnish such additional
security forthwith. The call for additional security may be oral, by telegram, or United States
mail addressed to Debtor, and shall not affect any other subsequent right of Secured Party to
exercise the same.
F. ADDITIONAL PROVISIONS REGARDING ACCOUNTS. The following
provisions shall apply to all accounts included within the Collateral:
1. Definitions: The term "account", as used in this Agreement, shall have the same
meaning as set forth in the Uniform Commercial Code of Texas in effect as of the date of
execution hereof, and as set forth in any amendment to the Uniform Commercial Code of Texas
to become effective after the date of execution hereof, and also shall include all present and
future notes, instruments, documents, general intangibles, drafts, acceptances and chattel paper
of Debtor, and the proceeds thereof.
2. Additional Warranties: As of the time any account becomes subject to the
security interest(or pledge or assignment as applicable) granted hereby, Debtor shall be deemed
further to have warranted as to each and all of such accounts as follows: (a) each account and all
papers and documents relating thereto are genuine and in all respects what they purport to be; (b)
each account is valid and subsisting and arises out of a bona fide sale of goods sold and delivered
to, or out of and for services theretofore actually rendered by the Debtor to the account debtor
named in the account; (c)the amount of the account represented as owing is the correct amount
actually and unconditionally owing except for normal cash discounts and is not subject to any
setoffs, credits, defenses, deductions or countercharges; and(d) Debtor is the owner thereof free
and clear of any charges, liens, security interests, adverse claims and encumbrances of any and
every nature whatsoever.
3. Collection of Accounts: Secured Party shall have the right in its own name or in
the name of the Debtor, whether before or after default, to require Debtor forthwith to transmit
all proceeds of collection of accounts to Secured Party, to notify any and all account debtors to
#1095660 Page 28
make payments of the accounts directly to Secured Party, to demand, collect, receive, receipt for,
sue for, compound and give acquittal for, any and all amounts due or to become due on the
accounts and to endorse the name of the Debtor on all commercial paper given in payment or
part payment thereof, and in Secured Party's discretion to file any claim or take any other action
or proceeding that Secured Party may deem necessary or appropriate to protect and preserve and
realize upon the accounts and related Collateral. Unless and until Secured Party elects to collect
accounts, and the privilege of Debtor to collect accounts is revoked by Secured Party in writing,
Debtor shall continue to collect accounts, account for same to Secured Party, and shall not
commingle the proceeds of collection of accounts with any funds of the Debtor. In order to
assure collection of accounts in which Secured Party has a security interest (or pledge or
assignment of as applicable) hereunder, Secured Party may notify the post office authorities to
change the address for delivery of mail addressed to Debtor to such address as Secured Party
may designate, and to open and dispose of such mail and receive the collections of accounts
included herewith. Secured Party shall have no duty or obligation whatsoever to collect any
account, or to take any other action to preserve or protect the Collateral; however, should
Secured Party elect to collect any account or take possession of any Collateral, Debtor releases
Secured Party from any claim or claims for loss or damage arising from any act or omission in
connection therewith.
4. Identification and Assignment of Accounts: Upon Secured Party's request,
whether before or after default, Debtor shall take such action and execute and deliver such
documents as Secured Party may reasonably request in order to identify, confirm, mark,
segregate and assign accounts and to evidence Secured Party's interest in same. Without
limitation of the foregoing, Debtor, upon request, agrees to assign accounts to Secured Party,
identify and mark accounts as being subject to the security interest (or pledge or assignment as
applicable) granted hereby, mark Debtor's books and records to reflect such assignments, and
forthwith to transmit to Secured Party in the form as received by Debtor any and all proceeds of
collection of such accounts.
5. Account Reports: Debtor will deliver to Secured Party, prior to the tenth(10)day
of each month, or on such other frequency as Secured Party may request, a written report in form
and content satisfactory to Secured Party, showing a listing and aging of accounts and such other
information as Secured Party may request from time to time. Debtor shall immediately notify
Secured Party of the assertion by any account debtor of any set-off, defense or claim regarding
an account or any other matter adversely -affecting an account.
6. Segregation of Returned Goods: Returned or repossessed goods arising from or
relating to any accounts included within the Collateral shall if requested by Secured Party be
held separate and apart from any other property. Debtor shall as often as requested by Secured
Party, but not less often than weekly even though no special request has been made, report to
Secured Party the appropriate identifying information with respect to any such returned or
repossessed goods relating to accounts included in assignments or identifications made pursuant
hereto.
G. ADDITIONAL PROVISIONS REGARDING INVENTORY. The following
provisions shall apply to all inventory included within the Collateral:
#1095660 Page 29
1. Inventory Reports: Debtor will deliver to Secured Party, prior to the tenth(10th)
day of each month, or on such other frequency as Secured Party may request, a written report in
form and content satisfactory to Secured Party, with respect to the preceding month or other
applicable period, showing Debtor's opening inventory, inventory acquired, inventory sold,
inventory returned, inventory used in Debtor's business, closing inventory, any other inventory
not within the preceding categories, and such other information as Secured Party may request
from time to time. Debtor shall immediately notify Secured Party of any matter adversely
affecting the inventory, including, without limitation, any event causing loss or depreciation in
the value of the inventory and the amount of such possible loss or depreciation.
2. Location of Inventory: Debtor will promptly notify Secured Party in writing of
any addition to, change in or discontinuance of its place(s) of business as shown in this
agreement, the places at which inventory is located as shown herein, the location of its chief
executive office and the location of the office where it keeps its records as set forth herein. All
Collateral will be located at the place(s) of business shown at the beginning of this agreement as
modified by any written notice(s) given pursuant hereto.
3. Use of Inventory: Unless and until the privilege of Debtor to use inventory in the
ordinary course-of Debtor's business is revoked by Secured Party in the event of default or if
Secured Party deems itself insecure, Debtor may use the inventory in any manner not
inconsistent with this Agreement, may sell that part of the Collateral consisting of inventory
provided that all such sales are in the ordinary course of business, and may use and consume any
raw materials or supplies that are necessary in order to carry on Debtor's business. A sale in the
ordinary course of business does not include a transfer in partial or total satisfaction of a debt.
4. Accounts as Proceeds: All accounts that are proceeds of the inventory included
within the Collateral shall be subject to all of the terms and provisions hereof pertaining to
accounts.
5. Protection of Inventory: Debtor shall take all action necessary to protect and
preserve the inventory.
H. ADDITIONAL PROVISIONS REGARDING SECURITIES AND SIMILAR
COLLATERAL. The following provisions shall apply to all securities and similar property
included within the Collateral:
1. Additional Warranties: As to each and all securities and similar property
included within the Collateral (including securities hereafter acquired that are part of the
Collateral), Debtor further represents and warrants (as of the time of delivery of same to Secured
Party) as follows: (a) such securities are genuine, validly issued and outstanding, fully paid and
non-. assessable, and are not issued in violation of the preemptive rights of any person or of any
agreement by which the issuer or obligor thereof or Debtor is bound; (b) such securities are not
subject to any interest, option or right of any third person; (c) such securities are in compliance
with applicable law concerning form, content and manner of preparation and execution; and (d)
Debtor acquired and holds the securities in compliance with all applicable laws and regulations.
#1095660 Page 30
2. Dividends and Proceeds: Any and all payments, dividends, other distributions
(including stock redemption proceeds), or other securities in respect of or in exchange for the
Collateral, whether by way of dividends, stock dividends, recapitalizations, mergers,
consolidations, stock splits, combinations or exchanges of shares or otherwise, received by
Debtor shall be held by Debtor in trust for Secured Party and Debtor shall immediately deliver
same to Secured Party to be held as part of the Collateral. Debtor may retain ordinary cash
dividends unless and until Secured Party requests that same be paid and delivered to Secured
Party (which Secured Party may request either before or after default).
3. Collections: Secured Party shall have the right at any time and from time to time
(whether before or after default) to notify and direct the issuer or obligor to make all payments,
dividends and distributions regarding the Collateral directly to Secured Party. Secured Party shall
have the authority to demand of the issuer or obligor, and to receive and receipt for, any and all
payments, dividends and other distributions payable in respect thereof, regardless Of the medium
in which paid and whether they are ordinary or extraordinary. Each issuer and obligor making
payment to Secured Party hereunder shall be fully protected in relying on the written statement
of Secured Party that it then holds a security interest which entitles it to receive such payment,
and the receipt by Secured Party for such payment shall be full acquittance therefor to the one
making such payment.
4. Voting Rights: Upon default, or if Secured Party deems itself insecure, Secured
Party shall have the right, at its discretion, to transfer to or register in the name of Secured Party
or any nominee of Secured Party any of the Collateral and/or to exercise any or all voting rights
as to any or all of the Collateral. For such purposes, Debtor hereby names, constitutes and
appoints the President or any Vice President of Secured Party as Debtor's proxy in the Debtor's
name,place and stead to vote any and all of the securities, as such proxy may elect, for and in the
name, place and stead of Debtor, as to all matters coming before shareholders, such proxy to be
irrevocable and deemed coupled with an interest. The rights, powers and authority of said proxy
shall remain in full force and effect, and shall not be rescinded, revoked, terminated, amended or
otherwise modified, until all Obligations have been fully satisfied.
5. No Duty: Secured Party shall never be liable for its failure to give notice to
Debtor of default in the payment of or. upon the Collateral: Secured Party shall have no duty to
fix or preserve rights against prior parties to the Collateral and shall never be liable for its failure
to use diligence to collect any amount payable in respect to the Collateral, but shall be liable only
to account to Debtor for what it may actually collect or receive thereon. Without limiting the
foregoing, it is specifically understood and agreed that Secured Party shall have no responsibility
for ascertaining any maturities, calls, conversions, exchanges, offers, tenders, or similar matters
relating to any of the Collateral or for informing Debtor with respect to any of such matters
(irrespective of whether Secured Party actually has, or may be deemed to have, knowledge
thereof). The foregoing provisions of this paragraph shall he fully applicable to all securities or
similar property held in pledge hereunder, irrespective of whether Secured Party may have
exercised any right to have such securities or similar property registered in its name or in the
name of a nominee.
#1095660 Page 31
6. Further Assurances: Debtor agrees to execute such stock powers, endorse such
instruments, or execute such additional pledge agreements or other documents as may be
required by the Secured Party in order effectively to grant to Secured Party the security interest
in (and pledge and assignment of) the Collateral and to enforce and exercise Secured Party's
rights regarding same.
7. Securities Laws: Debtor hereby agrees to cooperate fully with Secured Party in
order to permit Secured Party to sell, at foreclosure or other private sale, the Collateral pledged
hereunder. Specifically, Debtor agrees to fully comply with the securities laws of the United
States and of the State of Texas and to take such action as may be necessary to permit Secured
Party to sell or otherwise transfer the securities pledged hereunder in compliance with such laws.
Without limiting the foregoing, Debtor, at its own expense, upon request by Secured Party,
agrees to effect and obtain such registrations, filings, statements, rulings, consents and other
matters as Secured Party may request.
8. Power of Attorney: Debtor hereby makes, constitutes, and appoints Secured
Party or its nominee, its true and lawful attorney in fact and in its name, place and stead, and on
its behalf, and for its use and benefit to complete, execute and file `with the United States
Securities and Exchange Commission one or more notices of proposed sale of securities pursuant
to Rule 144 under the Securities Act of 1933 and/or any similar filings or notices with any
applicable state agencies, and said attorney in fact shall have full power and authority to do, take
and perform all and every act and thing whatsoever requisite, proper or necessary to be done, in
the exercise of the rights and powers herein granted, as fully to all intents and purposes as Debtor
might or could do if personally present. This power shall be irrevocable and deemed coupled
with an interest. The rights, powers and authority of said attorney in fact herein granted shall
commence and be in full force and effect from the date of this agreement, and such rights,
powers and authority shall remain in full force and effect, and this power of attorney shall not be
rescinded, revoked, terminated, amended or otherwise modified, until all Obligations have been
fully satisfied.
9. Private Sales: Because of the Securities Act of 1933, as amended, or any other
laws or regulations, there may be legal restrictions or limitations affecting Secured Party in any
attempts to dispose of certain portions of the Collateral in the enforcement of its rights and
remedies hereunder. For these reasons Secured Party is hereby authorized by Debtor, but not
obligated, in the event any default hereunder, to sell all or any part of the Collateral at private
sale, subject to investment letter or in any other manner which will not require the Collateral, or
any part thereof, to be registered in accordance with the Securities Act of 1933, as amended, or
the rules and regulations promulgated thereunder,-or any other law or regulation. Secured Party
is also hereby authorized by Debtor, but not obligated, to take such actions, give such notices,
obtain such rulings and consents, and do such other things as Secured Party may deem
appropriate in the event of a sale or disposition of any of the Collateral. Debtor clearly
understands that Secured Party may in its discretion approach a restricted number of potential
purchasers and that a sale under such circumstances may yield a lower price for the Collateral or
any part or parts thereof than would otherwise be obtainable if same were registered and sold in
the open market, and Debtor agrees that such private sales shall constitute a commercially
reasonable method of disposing of the Collateral.
#1095660 Page 32
I. ADDITIONAL PROVISIONS REGARDING CERTIFICATES OF DEPOSIT
AND SIMILAR COLLATERAL. The following provisions shall apply to certificates of deposit
and similar property included within the Collateral:
1. Collection of Deposits: Debtor agrees that Secured Party may, at any time
(whether before or after default) and in its sole discretion, surrender for payment and obtain
payment of any portion of the Collateral, whether such have matured or the exercise of Secured
Party's rights results in loss of interest or principal or other penalty on such deposits, and, in
connection therewith, cause payment to be made directly to Secured Party.
2. Notice to Third Party Issuer: With regard to any certificates of deposit or
similar Collateral for which Secured Party is not the issuer, Debtor agrees to notify the issuer or
obligor of the interests hereby granted to Secured Party and to obtain from such issuer or obligor
acknowledgement of the interests in favor of Secured Party and the issuer's or obligor's
agreement to waive in favor of Secured Party any and all rights of set-off or similar rights or
remedies to which such issuer or obligor may be entitled, and, in connection therewith, to
execute and cause the issuer or obligor to execute, any and all acknowledgments, waivers and
other agreements in such form and upon such terms as Secured Party may request.
3. Proceeds: Any and all replacement or renewal certificates, instruments, or other
benefits or proceeds related to the Collateral that are received by Debtor shall be held by Debtor
in trust for Secured Party and immediately delivered to Secured Party to be held as part of the
Collateral.
4. No Duty: Secured Party shall never be liable for its failure to give notice to
Debtor of default in the payment of or upon the Collateral. Secured Party shall have no duty to
fix or preserve rights against prior parties to the Collateral and shall never be liable for its failure
to use diligence to collect any amount payable in respect to the Collateral,but shall be liable only
to account to Debtor for what it may actually collect or receive thereon. Without limiting the
foregoing, it is specifically understood and agreed that Secured Party shall have no responsibility
for ascertaining any maturities or similar matters relating to any of the Collateral or for
informing Debtor with respect to any of such matters (irrespective of whether Secured Party
actually has, or may be deemed,to have, knowledge thereof).
J. EVENTS OF DEFAULT. Debtor shall be in default hereunder upon the
happening of any of the following events or conditions: (i) non-payment when due (whether by
acceleration of maturity or otherwise) of any payment of principal, interest or other amount due
on any Obligation; (ii) the occurrence of any event which under the terms of any evidence of
indebtedness, indenture, loan agreement, security agreement or, similar instrument permits the
acceleration of maturity of any obligation of Debtor(whether to Secured Party or to others); (iii)
any representation or warranty made by Debtor to Secured Party in connection with this
Agreement, the Collateral or the Obligations, or in any statements or certificates, proves
incorrect in any material respect as of the date of the making or the issuance thereof; (iv) default
occurs in the observance or performance of, or if Debtor fails to furnish adequate
#1095660 Page 33
evidence of performance of, any provision of this Agreement or of any note, assignment,
transfer, other agreement, document or instrument delivered by Debtor to Secured Party in
connection with this Agreement, the Collateral or the Obligations; (v) death, dissolution,
liquidation,termination of existence, insolvency, business failure or winding-up of Debtor or any
maker, endorser, guarantor, surety or other party liable in any capacity for any of the
Obligations; (vi) the commission of an act of bankruptcy by, or the application for appointment
of a receiver or any other legal custodian for any part of the property of, assignment for the
benefit of creditors by, or the commencement of any proceedings under any bankruptcy,
arrangement, reorganization, insolvency or similar laws for the relief of debtors by or against,the
Debtor or any maker, endorser, guarantor, surety or other party primarily or secondarily liable
for any of the Obligations: (vii) the Collateral becomes, in the judgment of Secured Party,
impaired, unsatisfactory or insufficient in character or value; or (viii) the filing of any levy,
attachment, execution, garnishment or other process against the Debtor or any of the Collateral
or any maker, endorser, guarantor, surety or other party liable in any capacity for any of the
Obligations.
K. REMEDIES: Upon the occurrence of an event of default, or if Secured Party
deems payment of the Obligations to be insecure, Secured Party, at its option, shall be entitled to
exercise any one or more of the following remedies (all of which are cumulative):
1. Declare Obligations Due: Secured Party, at its option, may declare the
Obligations or any part thereof immediately due and payable, without demand, notice of
intention to accelerate, notice of acceleration, notice of non-payment, presentment, protest,
notice of dishonor, or any other notice whatsoever, all of which are hereby waived by Debtor and
any maker, endorser, guarantor, surety or other party liable in any capacity for any of the
Obligations.
2. Remedies: Secured Party shall have all of the rights and remedies provided for in
this Agreement and in any other agreements executed by Debtor, the rights and remedies Of the
Uniform Commercial Code of Texas, and any and all of the rights and remedies at law and in
equity, all of which shall be deemed cumulative. Without limiting the foregoing, Debtor agrees
that Secured Party shall have the right to: (a) require Debtor to assemble the Collateral and make
it available to Secured Party at a place designated by Secured Party that is reasonably convenient
to both parties, which Debtor agrees to do; (b) peaceably take possession of the Collateral and
remove same, with or without judicial process; (c) without removal, render equipment included
within the Collateral unusable, and dispose of the Collateral on the Debtor's premises; (d) sell,
lease or otherwise dispose of the Collateral, at one or more locations, by public or private
proceedings for cash or credit, without assumption of credit risk; and/or (e) whether before or
after default, collect and receipt for, compound, compromise, and settle, and give releases,
discharges and acquittances with respect to, any and all amounts owed by any person or entity
with respect to the Collateral. Unless the Collateral is perishable or threatens to decline speedily
in value or is of a type customarily sold on a recognized market, Secured Party will send Debtor
reasonable notice of the time and place of any public sale or of the time after which any private
sale or other disposition will be made. Any requirement of reasonable notice to Debtor shall be
met if such notice is mailed, postage prepaid,to Debtor at the address of Debtor designated at the
#1095660 Page 34
beginning of this Agreement, at least five (5) days before the day of any public sale or at least
five (5) days before the time after which any private sale or other disposition will be made.
3. Expenses: Debtor shall be liable for and agrees to pay the reasonable expenses
incurred by Secured Party in enforcing its rights and remedies, in retaking, holding, testing,
repairing, improving, selling, leasing or disposing of the Collateral, or like expenses, including,
without limitation, attorneys' fees and legal expenses incurred by Secured Party. These expenses,
together with interest thereon from date incurred until paid by Debtor at the maximum contract
rate allowed under applicable laws, which Debtor agrees to pay, shall constitute additional
Obligations and shall be secured by and entitled to the benefits of this Agreement.
4. Proceeds, Surplus, Deficiencies: Proceeds received by Secured Party from
disposition of the Collateral shall be applied toward Secured Party's expenses and other
Obligations in such order or manner as Secured Party may elect. Debtor shall be entitled to any
surplus if one results after lawful application of the proceeds. Debtor shall remain liable for any
deficiency.
5. Remedies Cumulative: The rights and remedies of Secured Party are cumulative
and the exercise of any one or more of the rights or remedies shall not be deemed an election of
rights or remedies or a waiver of any other right or remedy. Secured Party may remedy any
default and may waive any default without waiving the default remedied or without waiving any
other prior or subsequent default.
L. OTHER AGREEMENTS.
1. Savings Clause: Notwithstanding any provision to the contrary herein, or in any
of the documents evidencing the Obligations or otherwise relating thereto, no such provision
shall require the payment or permit the collection of interest in excess of the maximum permitted
by applicable usury laws. If any such excessive interest is so provided for, then in such event (i)
the provisions of this paragraph shall govern and control; (ii) neither the Debtor nor his heirs,
legal representatives, successors or assigns or any other party liable for the payment thereof,
shall be obligated to pay the amount of such interest to the extent that is in excess of the
maximum amount permitted by law; (iii) any such excess interest that may have been collected
shall be, at the option of the holder of the instrument evidencing the Obligations, either applied
as a credit against the then unpaid principal amount thereof or refunded to the maker thereof; and
(iv) the effective rate of interest shall be automatically reduced to the maximum lawful rate
under applicable usury laws as now or hereafter construed by the courts having jurisdiction.
2. Joint and Several Responsibility: If this Security Agreement is executed by
more than one Debtor,the obligations of all such Debtors shall be joint and several.
3. Waivers: Debtor and any maker, endorser, guarantor, surety or other party liable
in any capacity respecting the Obligations hereby waive demand, notice of intention to
accelerate, notice of acceleration, notice of non-payment, presentment, protest, notice of
dishonor and any other similar notice whatsoever.
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4. Severability: Any provision hereof found to be invalid by courts having
jurisdiction shall be invalid only with respect to such provision (and then only to the extent
necessary to avoid such invalidity). The offending provision shall be modified to the maximum
extent possible to confer upon Secured Party the benefits intended thereby. Such provision as
modified and the remaining provisions hereof shall be construed and enforced to the same effect
as if such offending provision (or portion thereof) had not been contained herein, to the
maximum extent possible.
5. Use of Copies: Any carbon, photographic or other reproduction of any financing
statement signed by Debtor is sufficient as a financing statement for all purposes, including
without limitation, filing in any state as may be permitted by the provisions of the Uniform
Commercial Code of such state.
6. Relationship to Other Agreements: This Security Agreement and the security
interests (and pledges and assignments as applicable) herein granted are in addition to (and not in
substitution, novation or discharge of) any and all prior or contemporaneous security agreements,
security interests, pledges, assignments, liens, rights, titles or other interests in favor of Secured
Party or assigned to Secured Party by others in connection with the Obligations. All lights and
remedies of Secured Party in all such agreements are cumulative, but in the event of actual
conflict in terms and conditions, the terms and conditions of the latest security agreement shall
govern and control.
7. Notices: Any notice or demand given by Secured Party to Debtor in connection
with this Agreement, the Collateral or the Obligations, shall be deemed given and effective upon
deposit in the United States mail, postage prepaid, addressed to Debtor at the address of Debtor
designated at the beginning of this Agreement. Actual notice to Debtor shall always be effective
no matter how given or received.
8. Headings and Gender: Paragraph headings in this Agreement are for
convenience only and shall be given no meaning or significance in interpreting this Agreement.
All words used herein shall be construed to be of such gender or number as the circumstances
require.
9. Amendments: Neither this Agreement nor any of its provisions may be changed,
amended, modified, waived or discharged orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, amendment, modification, waiver or
discharge is sought.
10. Continuing Agreement: The security interest (and pledges and assignments as
applicable) hereby granted and all of the terms and provisions in this Agreement shall be deemed
a continuing agreement and shall continue in full force and effect until terminated in writing.
Any such revocation or termination shall only be effective if explicitly confirmed in a signed
writing issued by Secured Party to such effect and shall in no way impair or affect any
transactions entered into or rights created or Obligations incurred or arising prior to such
revocation or termination, as to which this Agreement shall be fully operative until same are
repaid and discharged in full. Unless otherwise required by applicable la Secured Party shall be
#1095660 Page 36
under no obligation to issue a termination statement or similar documents unless Debtor requests
same in writing and, provided further, that all Obligations have been repaid and discharged in
full and there are no commitments to make advances, incur any Obligations or otherwise give
value.
11. Binding Effect: The provisions of this Security Agreement shall be binding upon
the heirs, personal representatives, successors and assigns of Debtor and the rights, powers and
remedies of Secured Party hereunder shall inure to the benefit of the successors and assigns of
Secured Party.
12. Governing Law: This Security Agreement shall be governed by the law of the
State of Texas and applicable federal law.
EXECUTED this day of , 2014.
GBM Globe Texas, LLC
By:
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EXHIBIT "D"
UCC-1
Page 38
#1095660
EXHIBIT "E"
CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
FIRST SOURCE REFERRAL AGREEMENT
Resolution Number:
Project Name: GBM Globe Texas, LLC
Project Address: 3835 Gulfway Drive, Port Arthur, Texas 77642
Project Contact Person:
Project Contact Person Phone Number:
This First Source Referral Agreement (the "Agreement"), for recruitment, referral, and
placement of City of Port Arthur Section 4A Economic Development Corporation (the
"PAEDC"), hereinafter, and GBM Globe Texas, LLC (the "EMPLOYER"). Under this
Agreement, the EMPLOYER will use PAEDC as its first source for recruitment, referral, and
placement of new hires or employees for the new jobs created by their project and will hire the
number of Port Arthur residents specified for new jobs created by the Project in that certain
Economic Incentive Contract & Loan Agreement (the "Incentive Agreement") between PAEDC
and the EMPLOYER.
I. GENERAL TERMS
A. The EMPLOYER will use PAEDC as its first source for the recruitment, referral
and placement of employees.
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B. PAEDC participation in this Agreement will be carried out by its Chief Executive
Officer which is responsible for referral and placement of employees, designated by PAEDC.
C. PAEDC will provide recruitment, referral and placement services to the
EMPLOYER subject to the limitations set out in this Agreement.
D. This Agreement shall take effect when signed by the parties below and shall be
fully effective for the duration of the incentive contract and any extensions or modifications to
the contract.
E. PAEDC and the EMPLOYER agree that for purposes of this Agreement, new
hires and jobs created include all EMPLOYER'S job openings and vacancies in the Port Arthur
Area created as a result of internal promotions, terminations, and expansions of the
EMPLOYER'S workforce, as a result of this project.
II. RECRUITMENT
A. The EMPLOYER will complete the attached Employment Plan, which will
indicate the number of new jobs projected, salary range, and hiring dates. The EMPLOYER will
notify PAEDC of its specific need for new employees as soon as that need is identified.
B. Notification of specific needs, as set forth in Section II.A. must be given to
PAEDC at least five (5) business days (Monday - Friday) before using any other referral source,
and shall include, at a minimum, the number of employees needed by job title, qualification,
hiring date, rate of pay, hours of work, duration of employment, and work to be performed.
C. Job openings to be filled by internal promotion from the EMPLOYER'S current
workforce need not be referred to PAEDC for placement and referral.
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D. The EMPLOYER will submit to PAEDC, prior to starting work on the project,
the names, and social security numbers of all current employees, including apprentices, trainees,
and laid-off workers who will be employed on the project.
III. REFERRAL
PAEDC will screen and refer applicants according to the qualifications supplied by the
EMPLOYER.
IV. PLACEMENT
A. PAEDC will notify the EMPLOYER, prior to the anticipated hiring dates, of the
number of applicants PAEDC will refer. PAEDC will make every reasonable effort to refer at
least two qualified applicants for each job opening.
B. The EMPLOYER will make all decisions on hiring new employees but will in
good faith use reasonable efforts to select its new hires or employees from among the qualified
persons referred by PAEDC.
C. In the event PAEDC is unable to refer the qualified personnel requested, within
five (5) business days (Monday - Friday) from the date of notification, the EMPLOYER will be
free to directly fill remaining positions for which no qualified applicants have been referred.
Notwithstanding, the EMPLOYER will still be required to hire Port Arthur residents in the
percentage specified for new jobs created by the Project in that certain Economic Incentive
Contract & Loan Agreement (the "Incentive Agreement") between PAEDC and the
EMPLOYER.
D. After the EMPLOYER has selected its employees, PAEDC will not be
responsible for the employees' actions and the EMPLOYER hereby releases PAEDC, from any
liability for employees' actions.
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V. TRAINING
PAEDC and the EMPLOYER may agree to develop skills training and on-the-job
training programs; the training specifications and cost for such training will be mutually agreed
upon by the EMPLOYER and PAEDC and set forth in a separate Training Agreement.
VI. CONTROLLING REGULATIONS AND LAWS
A. To the extent this Agreement is in conflict with any labor laws or governmental
regulations, the laws or regulations shall prevail.
B. PAEDC will make every effort to work within the terms of all collective
bargaining agreements to which the EMPLOYER is a party.
C. The EMPLOYER will provide PAEDC with written documentation that the
EMPLOYER has provided the representative of any involved collective bargaining unit with a
copy of this Agreement and has requested comments or objections. If the representative has any
comments or objections, the EMPLOYER will promptly provide them to PAEDC.
VII. EXEMPTIONS
A. Employment openings the contractor will fill with individuals already employed
by the company.
B. Job openings to be filled by laid-off workers according to formally established
recall procedures and rosters.
C. Suppliers located outside of the Port Arthur Area and who will perform no work
in the Port Arthur Area.
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VIII. AGREEMENT MODIFICATIONS, RENEWAL, MONITORING, AND PENALTIES
A. If, during the term of this Agreement, the EMPLOYER should transfer possession
of all or a portion of its business concerns affected by this Agreement to any other party by lease,
sale, assignment, merger, or otherwise, the EMPLOYER as a condition of transfer shall:
1. Notify the party taking possession of the existence of the EMPLOYER'S Agreement.
2. Notify the party taking possession that full compliance with this Agreement is
required in order to avoid termination of the project.
3. EMPLOYER shall, additionally, advise PAEDC within seven (7) business/calendar
days of the transfer. This advice will include the name of the party taking possession and
the name and telephone of that party's representative.
B. PAEDC shall monitor EMPLOYER'S performance under this Agreement. The
EMPLOYER will cooperate in PAEDC' monitoring effort and will submit a Contract
Compliance Form to PAEDC quarterly.
C. To assist PAEDC in the conduct of the monitoring review, the EMPLOYER will
make available payroll and employment records for the review period indicated.
D. If additional information is needed during the review, the EMPLOYER will
provide the requested information to PAEDC.
E. With the EMPLOYER submission of the final request for closure of Agreement
from the Board,the EMPLOYER shall:
1. Document in a report to the Compliance Officer compliance with the hiring
requirements specified in the Incentive Agreement to be Port Arthur residents; or
#1095660 Page 4;
2. Submit a request to the Compliance Officer for a waiver of compliance with the
hiring requirement at the project to be Port Arthur residents and include the following
documentations:
a. Material supporting a good faith effort to comply;
b. Referrals provided by PAEDC and other referral sources; and
c. Advertisement of job openings listed with PAEDC and other referral sources.
F. Willful breach of the First Source Referral Agreement by the EMPLOYER, or
failure to submit the Compliance Report may be enforced by the Compliance Officer through
notification and possible termination of the Incentive Agreement.
G. The EMPLOYER and PAEDC, or such other agent as PAEDC may designate,
may mutually agree to modify this Agreement.
H. The project may be terminated because of the EMPLOYERS noncompliance
with the provisions of this Agreement.
CITY OF PORT ARTHUR SECTION
4A ECONOMIC DEVELOPMENT CORPORATION
SIGNED AND AGREED TO on the day of , 2014.
By: By:
Pat Holmes, President Secretary
EDC Representative EDC Representative
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GBM GLOBE TEXAS,LLC
SIGNED AND AGREED TO on the day of , 2014.
By:
Acknowledgment
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EXHIBIT "F"
CERTIFICATION REGARDING LOBBYING
For Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies,to the best of his knowledge and belief,that:
1. No funds have been paid or will be paid, by or on behalf of the undersigned, to
any person for influencing or attempting to influence an officer or employee of
any agency, a member of the City or of the PAEDC in connection with the
awarding of any contract, the making of any grant, the making of any loan, the
entering into of any cooperative agreement, or modification of any contract, grant,
loan, or cooperative agreement.
2 The undersigned shall require that the language of this certification be included in
the award documents for all sub-awards at all tiers (including subcontracts, sub-
grants, and contracts under grants, loans, and cooperative agreements), and that
all Subs shall certify and disclose accordingly.
This certification is material representation of fact which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction.
GBM Globe Texas, LLC
Date: By:
Signature
Its:
Title
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EXHIBIT "G"
COMPLIANCE STATEMENT
GBM Globe Texas, LLC hereby certifies that it has fully complied with
Local Government Code §176.006, as amended, which mandates the disclosure
requirements for persons who contract or seek to contract with a local
governmental entity.
GBM Globe Texas, LLC
Date: By:
Signature
Its:
Title
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