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1992-091-RES WHEREAS, the City Council of the City of Paris has been presented a proposed agreement by and RESOLUTION NO. 92-091 WHEREAS, the City Council of the City of Paris has been presented a proposed agreement by and between the City of Paris, Paris, Texas and Kimberly-Clark Corporation establishing a reinvestment zone in the City of Paris, Paris, Texas, and providing for a commercial and industrial tax abatement for certain improvements, a copy of which is attached hereto as Exhibit A, and incorporated herein by reference hereinafter called "AGREEMENT"; and, WHEREAS, upon full review and consideration of the AGREEMENT, and all matters attendant and related thereto, the City Council is of the opinion that the terms and conditions thereof should be approved, and that the Mayor shall be authorized to execute it on behalf of the City of Paris; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS TEXAS: 1. That the terms and conditions of the proposed AGREEMENT, in the form attached hereto as Exhibit A, having been reviewed by the City Council of the City of Paris and found to be acceptable and in the best interests of the City of Paris and its citizens, are hereby in all things approved. 2 . That the Mayor is hereby authorized to execute the AGREEMENT and all other documents in connection therewith on behalf of the City of Par is substantially according to the terms and conditions set forth in the AGREEMENT. 3. That this approval and execution of the AGREEMENT on behalf of the City is not conditional upon approval and execution of any other tax abatement agreement by any other taxing entity. 4. That this resolution shall become effective from and after its passage. Passed and adopted this the 9th day of November, 1992. ~ ~~sher, Mayor ATTEST: Mattie COUNTY OF LAHAR ~ ~ THE STATE OF TEXAS TAX ABATEMENT AGREEMENT This agreement is entered into by and between the CITY OF PARIS, a municipal corporation, situated in Lamar County, Texas, acting by and through its Mayor, George Fisher, duly authorized, hereinafter called CITY, and Kimberly-Clark Corporation, acting by and through its authorized officer whose signature appears below, hereinafter referred to as OWNER. WITNESSETH: WHEREAS, on the 15th day of October, 1992, the City Council of the City of Paris, Paris, Texas, passed Ordinance No. 92-049 establishing Reinvestment Zone No. Two-A in the City of Paris for commercial and industrial tax abatement, hereinafter referred to as ORDINANCE, as authorized by the Property Redevelopment and Tax Abatement Act, as amended, being V.T.C.A. Tax Code, Chapter 312; and, WHEREAS, the CITY did heretofore in Resolution No. 92-073 adopt a policy on tax abatement incentives; and, WHEREAS, the policy on tax abatement incentives constitutes appropriate guidelines and criteria governing tax abatement agreements to be entered into by the CITY as required by the Property Redevelopment and Tax Abatement Act, as amended; and, WHEREAS, the CITY did in said same Resolution No. 92-073 elect to be eligible to participate in offering tax abatement agreements; and, WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Paris area for the long term interest and benefit of the CITY and its citizens: and, WHEREAS, the contempla ted use of the proper ty, as hereinafter defined, the contemplated improvements to the property in the amount as set forth in this AGREEMENT and the other terms hereof are consistent with encouraging development of said Reinvestment Zone No. Two-A in accordance with the purposes for which it was created and are in compliance with the CITY'S policy on tax abatement incentives and the ordinance creating such reinvestment zone adopted by the CITY and all applicable laws; EXHIBIT A NOW THEREFORE, the Parties hereto do mutually contract and agree as follows: 1. Term 1.1. The term of this AGREEMENT shall begin on the 9th day of November, 1992, with, as hereinafter provided, tax abatement granted herein beginning with the tax year beginning January 1, 1993, and expiring on December 31, 1997, subject to the option to extend hereinafter described. II. Area to be Improved 2.1. The property to be the subject of this agreement shall be that property as depicted as the shaded areas A, B, C, and D on the plant site drawing attached hereto as Exhibit B, which plant site lies upon the tract of land described in three parcels on Exhibits A-I, A-2 and A-3 attached hereto, each of which is made a part hereof and shall be hereinafter referred to as PROPERTY. III. Improvements 3.1. The OWNER shall make improvements to the PROPERTY as fellows: Expansion in production capacity in the Paris plant consisting of additional production lines and modifications to the existing buildings and utilities. Such improvements will be made upon the PROPERTY herein described and will consist of machinery, equipment and utilities installed to produce consumer products in the existing south converting and mechanical buildings; new offices; cafeteria; and miscellaneous items of office and plant equipment, all of which will be particularly described in CITY'S Certificate of Completion prepared after the completion and installation of the improvements and machinery herein described which shall be furnished to and filed with the Chief Appraiser of Lamar County and the Tax Assessor and Collector of the City of Paris. Said Certificate shall be duly executed by the Mayor of the Ci ty of Par is. The improvements described in this paragraph shall be hereinafter referred to as IMPROVEMENTS. The IMPROVEMENTS will be at a cost in excess of $1,000,000, and shall be substantially completed on or about December 31, 1993; provided, that OI.JNER shall have such additional time to complete the IMPROVEMENTS as may be required in the event of "force majeure" if OwNER is diligently and faithfully pursuing completion of the ll"lPROVEMENTS. For this purpose, "force majeure" shall mean any contingency or cause beyond the reasonable control of OWNER including, without limitation, acts of God, or the public enemy, any natural disaster, war, riot, civil commotion, insurrection, governmental or de facto governmental action, unless caused by acts or TAX ABATE/lENT AGREENENl' - Page 2 omi5sions of OwNER, labor disputes or IMPROVEMENTS shall Occupancy is issued fires, explosions, strikes. The date be defined as the by the City of Paris. acc idents, floods, of completion of date a Certificate and the of IV. Consideration Improvements 4.1. The OWNER agrees and covenants that it will diligently and fai thfully, in a good and \vorkmanlike manner, pursue the completion of the IMPROVEMENTS as a good and valuable consideration of this. AGREEMENT, OWNER further covenants and agrees that all construction of the IMPROVEMENTS will be in accordance with all applicable state and local laws, codes and regulations or will procure a valid waiver thereof. In further consideration, OWNER shall thereafter, from the date a Certificate of Occupancy is issued until the expiration of this AGREENENT, continuously operate and maintain the PROPERTY as an assembly or manufacturing plant. V. Consideration Jobs 5.1. Not later than December 31, 1993, OWNER will create at least fifty (50) new, permanent jobs at the Paris Plant for work to be performed substantially either (a) at the site of the Improvements, or (b) in support of operations performed by others at the site of the IMPROVEMENTS. With exception given to pos it ions filled by OWNER'S employees trans ferr ing from other locations, when considering job applicants of equal qualifications, OWNER shall hire applicants according to the following order of priority: The Enterprise Zone, Elsewhere Within the Corporate Limits of the City, Elsewhere Within the Limits of the County of Lamar, provided that OWNER shall be the sole determiner of the qualifications of every applicant and further provided that the foregoing hiring priority shall not be applied if OWNER has a good-faith belief that to follow such priorities would create liabilities for OWNER purusant to state or federal law. 5.2. OWNER agrees that, during that portion of the term of the AGREEI1ENT occurring subsequent to December 31, 1993, including the extension of the primary term as provided in Section VII, it will not reduce below fifty (50) the number of such new, permanent jobs so created. TAX ABATEMENT AGREEMENT - Page 3 VI. Default 6.1. In the event that (a) the IMPROVEMENTS for which an abatement has been granted are not completed in accordance with this AGREEMENT or (b) OWNER allows its ad valorem taxes owed the CITY to become delinquent and fails to timely and properly follow the legal procedures for protest or contest of any such ad valorem taxes; or (c) OWNER breaches any of the terms and conditions or this AGREH1ENT, then this AGREEMENT shall be in default. In the event the OWNER defaults in its performance of either (a), or (b) or (c) above, then the CITY shall give the OWNER written notice of such default and if the OWNER has not cured such default with thirty (30) days of said written notice, or, if such default cannot be cured by the payment of money and cannot with due diligence be cured within a 90-day period due to cause beyond the control of the OWNER, this AGREEMENT may be terminated by the CITY. Notice shall be in accordance with paragraph 13.3. As liquidated damages in the event of default, all taxes which otherwise would have been paid to the CITY without the benefit of abatement, together with interest to be charged at the statutory rate for delinquent taxes as determined by Section 33.01 of the Property Tax Code of the State of Texas, with all penalties permitted by the Property Redevelopment and Tax Abatement Act and the Property Tax Code of the State of Texas, will become a debt to the CITY and shall be due, owing and paid to the CITY within sixty (60) days of the expiration of the above mentioned applicable cure period as the sole remedy of the CITY subject to any and all lawful offsets, settlements, deductions, or credits to which OWNER may be entitled. The parties acknowledge that actual damages in the event of default and termination would be speculative and difficult to determine. VII. Tax Abatement 7.1. It is understood and agreed among the parties that the PROPERTY, also known as Tax Reinvestment Zone Number Two-A, shall be appraised at market value prior to the construction and installation of the IMPROVEMENTS for the purposes of property tax assessment effective January 1, 1993, and continued at market value without said IHPROVEMENTS until the expiration of this AGREEMENT. The CITY, acting under and pursuant to the said Texas Property Redevelopment and Tax Abatement Act, hereby covenants and agrees to abate, (a) all CITY real property taxes that would other be payable with respect to the IMPROVEMENTS, and (b) All CITY personal property taxes that would be payable with respect to all personal property, except inventory and supplies, that is brought wise otherwise save and onto the TAX ABATEMENT AGREEMENT - Page 4 PROPERTY described depicted on B as a described, in Exhibits A-I, A-2 and A-3 part of the improvement project and as herein for a primary period of five (5) years beginning January 1, 1993, with an option to extend said period for an additional two (2) years beginning January 1, 1998, as hereinafter provided. VIll. Extension Option 8.1. In the event OWNER shall keep each and every agreement contained herein and do and perform all the obligations required of OWNER hereunder during the term of this AGREEMENT, an option is hereby given and granted to OWNER to renew and extend this AGREEMENT for an additional period of two (2) years from and after the expiration of this AGREEMENT, said two (2) years beginning on the 1st day of January, 1998, and ending on the 31st day of December, 1999. 8.2. In order for OWNER to exerc i se the opt ion granted in the above paragraph, notice shall be given in writing no later than March 31, 1997. IX. No Conflict of Interest 9.1. The CITY represents and warrants that the PROPERTY does not include any property that is owned by a member of the City Council approving, or having responsibility for the approval of, this AGREEMENT. X. Conditions 10.1. The terms and conditions of the AGREEMENT are binding upon the successors and assigns of all parties hereto. 10.2. It is understood and agreed between the parties that the OWNER, in performing its obligations hereunder, is acting independently, and the CITY assumes no responsibility or liability in connection therewith to third parties and OWNER agrees to indemnify and hold harmless the CITY therefrom; it is further understood and agreed among the parties that the CITY, in performing its obligations hereunder, is acting independently, and the OWNER assumes no responsibility or liability in connection therewith to third parties and the CITY agrees to indemnify and hold harmless the OWNER therefrom. TAX ABATEMENT AGREEMENT - Page 5 XI. Compliance Provisions 11.1. The OWNER further agrees that the CITY, its agents and employees, shall have reasonable right of access to the property to inspect the IMPROVEMENTS in order to insure that the construction of the IMPROVEMENTS are in accordance with this AGREEMENT and all applicable state and local laws and regulations or valid waiver thereof. After completion of the IMPROVEMENTS, the CITY shall have the continuing right to inspect the PROPERTY to insure that it is thereafter maintained and operated in accordance with this agreement during the term of the AGREEMENT, and OWNER shall provide evidence as to the creation of the fifty (50) new, perman en t jobs descr i bed in th is Agreement. Representative of the CITY inspecting the property and improvements shall sign an agreement promising to maintain the confidentiality of any information they obtain in connection therewith except for the purposes of assessing and collecting ad valorem taxes. Said representative shall also be required to observe any facility rule and regulation applicable to the property. XII. Authority to Contract 12.1. This AGREEMENT was authorized by resolution of the City Council at its regularly scheduled meeting on the 9th day of November, 1992, authorizing the Mayor to execute the AGREEMENT on behalf of the City. 12.2. This AGREEMENT was entered into by Kimberly-Clark pursuant to authority granted to Nick B. Hansen, Vice President and Tax Counsel by its Chairman of the Board and Chief Executive Officer on the 29th day of April, 1992. 12.3. This AGREEMENT shall constitute a valid and binding AGREEMENT between the CITY and KIMBERLY-CLARK when executed in accordance herewith, regardless of whether any other taxing unit executes a similar agreement for tax abatement. XIII . Legal 13.1. No officer, official or agent of the CITY has the power to amend, modify or alter this AGREEMENT or waive any of its conditions or to bind the CITY by making any promise or representation not contained herein. 13.2 This AGREEMENT, except by operation of law, shall not be assigned or transferred by OWNER, without the prior written consent of CITY, which consent shall be at the sole discretion of the CITY. TAX ABATEMENT AGREEMENT - Page 6 13.3. Any written notice required or permitted under the terms of this AGREEMENT shall be given and be deemed to have been duly served if either (1) delivered in person, or (2) deposited certified mail, return receipt requested, postage prepaid in the United States mail, addressed to the designated representative of the respective parties which are designated as follows: KIMBERLY-CLARK CORPORATION Vice President & Tax Counsel Kimberly-Clark Corporation World Headquarters DFW Airport Station 619100 Dallas, TX 75261-9100 CITY City Manager City of Paris P. O. Box 9037 Paris, Texas 75461-9037 With a copy to: Plant l'Ianager Kimberly-Clark Corporation P. O. Box 9000 Paris, Texas 75460 With a copy to: City Clerk City of Paris P. O. Box 9037 Paris, Texas 75461-9037 13.3. If any term or provi~i.on of this AGREEMENT shall be declared unconstitutional or VOla by any court of competent jurisdiction, the constitutionality and validity of the remainder of said AGREEMENT shall not be affected thereby, and to this end the terms and provisions of said Agreement are declared to be severable. 13.4. This AGREEHENT sets forth the entire understanding between the par ties, and any other under stand ings or agreements shall be cancelled and superseded by this AGREEMENT upon the date of execution hereof. None of the terms of this AGREEMENT shall be waived, discharged, altered or modified in any respect, except by an Agreement in writing signed by both parties and specifically referring to this AGREEMENT. The captions in this AGREENENT are included for convenience only ar.d shall not be taken into consideration in any construction or interpretation of this AGREEMENT or any of its provisions. This AGREEMENT is performable in Lamar County, Texas, and shall be governed by, construed and euforced in accordance with the laws of the State of Texas. The provisions of this AGREEMENT shall apply to, bind and inure to the benefit of the CITY, OWNER, and their respective successors, and permitted assigns, if any. Witness our hands this 9th day of November, 1992. APPROVED: CITY OF PARIS, PARIS, TEXAS By: George Fisher, Mayor TAX ABATEMENT AGREEMENT - Page 7 ATTEST: Mattie Cur.ningham, City Clerk APPROVED AS TO FORM: T. K. Haynes, City Attorney ATTEST: ,Secretary KINBERLY-CLARK By: Nick B. Hansen, Vice President & Tax Counsel TAX ABATEMENT AGREEMENT - Page 8 )I FIELD NOTES Sitauted about 2', miles South 50 Oeg. West of the City of Paris, County of Lamar, and State of Texas. a part of the Isaac Cruise Survey #162 and the Lemuel Ewer Survey #313, and being a part of a 268.06 acre tract of land conveyed Donna Jones et a1 by deed recorded in Vol. 584. Page 579. of the Deed Records of said County and State. Beginning at an iron pin for corner at the Northeast corner of the W.H. Bourland Survey #71 at an el corner of said Jones et a1 tract of land. Thence along the Sou th Boundary li ne of sa i d Jones eta 1 tract of 1 and as fo 1- lows:North 89 De9. 15 Min. East 644 ft.; South 89 Deg. 30 Min. East 388- ft.; East at 1368.5 ft. passing the Southeast corner of said Cruise Survey and continuing on a total' distance of 3194.5 ft. to an iron pin for corner; Thence North 31 Deg. 30 Min. East along the West Boundary Line of Farm Road 137 a distance of 864.5 ft. to an iron pin for corner at the most Easterly Northeast cor- Seal e:f"'~oo' nero of said Jones et al tract of land and the Southeast corner of a tract of land conveyed the Paris, Texas Industrial Foundation by deed recol'ded in Vol. 584, Page 579, of said Deed Records; Thence along the South Boundary Line of said Foundation and the North Boundary line of said Jones et al tract of land as follo\~s: South 89 Deg. West 1551 ft.; North 89 Deg. 33 Min. West 3182 ft. to a point for corner in a pool at the Southwest corner of said Foundation tract of land and an el corner of said Jones et al tract of land; Thence South 4 Deg. 13 Min. East a distance of 742 ft. to the place of beginning and containing 74.257 acres of land. ., f'" ~.. p"~8'P33'W l. .'" ,j- " 130.7ZSlk. '" . \; ,Q ; _ 1su' .,,,, " . ., __ -:-' "I __ ~'O ". t-~"? __. .tol '" f tz .----: "f.J-.-- ~o.. y ~.f:!.- .' ~' !:---; f,;d3-- -:-4 f:~ f !:--- 3/<r4-.S..... . "- -- -" ' - - /8 Z C. . . 'lt~ __ ~ ,,:-" ~'t- 3Z.1.36A.. v Il'" . .3181.' o ,589'w x N89'/f'~ S8")o'~ 61.J"- -,.-- -tl-<>o-- -fl~ fo,4-4' 31l1l' "'- . 13(,8.S' I, J.M. Nelson, Registered Public Surveyor of Texas, No. 4025, certify that the above depicted and described tract of land was taken from an actual survey made by me on the gr.ound on the 22nd day of April, 1982. ,jJ -..T": /11. AI .A-- J.M.Nelson. R.P.S. No. 4025 - STATE OF TEXASI 'COUNTY OF LAMARI BEFORE ME. the undersigned authority, a Notary Public in and for said County and State. on this day personally appeared J.M. Nelson, known to me to be the person whose name is suscribed to the foregoing instrument. and acknowledged to me that he executed the same for the purpose and considera- tion therein expressed. GIVEN UNDER MY HANO AND SEAL OF DFFICE,t.Dls the 27th day of April. 19B. // ~ .7 ,. ~~ ok y .'" 7'-/'-"""', """. "':..-- :;.-" ~ .. / Notary Publ ic. Lamar County, Texas. EXHIBIT A-2 }/ ---- '.~ FIELD NOTES Situated about 2~ miles South SO Deg. West of the City of Paris, County of lamar, and State of Texas, a part of the Isaac Cruise Survey #162, Asa Jarman Survey '479, ar.d the Lemuel E'o'ier Survey #313. and being a tract Df land conveyed the Paris, Texas Industrial Foundation by deed recorded in Vol. 550, Page 886, of the Deed Records of said County and State. Beginning at an iron pin for corner in the South Boundary Line of the Texas and , Pacific Railroad at the North\'iest corner of said Foundat~on tract of land, said point I being the most Northerly Northeast corner of a tract of land conveyed Donna Jones et al: by deed recorded .in Vol. 584. Page 579. of said Deed Records. - I. Thence South at 636 ft. an iron pin on a pool bank and continuing on a total dis- tance of 708 ft. to a point for corner in said pool at the Southwest corner of said I Foundation tract of land and an el corner of said Jones et al tract of land; S 1 . ". . Thence along the South Boundary line of said Foundation tract as follows: South ca e.! '~oo89 Oeg. East 33 Min. East 3182 ft.; North 89 00:9. East 1551 ft. to an iron pin I for corner at the Southeast corner of said Foundation tract of land and the Northeast : corner of said Jones et al tract of land; I Thence North 31 Deg. 30 Min. East along the West Boundary Line of Farm Road 137 a I distance of 310 ft. to a concrete marker for corner; : Thence along the Southerly Boundary line of loop Hwy. 286 as follows: Notth 2 Oeg.; 15 t~in. West 214 ft.; North 39 Deg. IS Min. West 654 ft.; North 49 Deg. IS 11in. Hest I 702 ft.; North 44 Oeg. West 276 ft. to a concrete marker for corner at the most North- Ii erly Northeast corner of said Foundation tract of land; \ . Thence South 76 Deg. \~es t a long the Sou th Bound".!> '"" __ ary Line of said Texas and Pacific Railroad /!A~(.f!() . rl'/"-'~' "" a distance of 3864 ft. to the place of 38,,<1- v' l;"~~..... beginning and containing 130.725 t. ~" acres of I and. f ~t:. v' ,:>-'\. fAC.'$ o';i:.."" ~ ~. "t.. 'to ~f'""(c/" 7 i-t". ", ''''t- ".r' 'I-~' '\ .. r^ ~ .0...."" . ;:~"'~ Nl./,f" - " W__, I c.,.. ~ I -1'JI"Jo. .,:.... I I .1'0' eo ---, ; I. 318l' ,<.'8'1'15 IS5~ ~ 74-. ZS1.4<. ", ;.1'.1"..ro~ I' I, J.M. Nelson, Registered Public Surveyor of Texas. No. 4025, certify\'l" !that the above depicted and described tract of land was taken from .an actual r survey made by me On the ground on the 22nd day of A~l, 1982. ,Il v..#/. A/ A-- J.M.'Nelson, R.P.S. No. 4.025 "I ~ " ~ It \I " ~ 1 . i .(txAJ J . )j .__ S 7 (" " 'tI ~r-~~ \0. . 111~ ~ l'o foOt.. I I STATE OF TEXASI COUNTY OF LAMARI . BEFORE ME, the undersigned authority, a Notary Public in and for said 'County and State, on this day personally appeared J.M. Nelson, known to me to be the person whose name is suscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purpose and considera- 'tion therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE. this the 27th day of April, 1982. '6f:~.~Z;;&!~~J~Lh . Notary Publ ie, Lamar County, Texas EXHIBIT A-l )/ JrH... S" c... -~~ ~.P':"r-w~ t,. """t~_____ ~ ~ '" 0-. ~ Sca 1 e; /", toO ~ ~~. ., p. ~. /fMJ: FIELD NOTES Situated 2~ miles South 50 Deg. West of the City of Paris, County of lamar, and State of Texas, a part of the lemuel Ewer Survey #313, and being a part of a 268.06 acre tract of land conveyed Donna Jones et al by deed recorded in Vol. 584, Page 579, of the Deed Records of said County and State. Beg i nn i ng a t an iron pi n for corner in the Wes t Bounda ry li ne of sa i d Erler Survey at"an el corner of said Jones et al tract of land, said point being the Soutl1east corner of the Isaac Cruise Survey #162 and the Northeast corner of the M.E.P. & P.R.R. Co. Survey #637. Thence South 0 Deg. 15 Min. West a distance of 924 ft. to an iron pin for corner at the most Easterly Southwest corner of said Jones et al tract of land; Thence East a distance of 1062 ft. to an iron pin for corner at the Southwest corner of a tract of land conveyed Billy J. Partridge by deed recorded in Vol. 531. Page 208, of said Deed Records, said point being West a distance of 200 ft. from the most Easterly Southeast corner of said Jones et al tract of land; Thence North 34 Deg. East a distance of 150 ft. to an iron pin for corner at the Northwest corner of said Partridge tract of land; Thence South 89 Deg. 45 Min. East a distance of 200 ft. to an iron pin for corner at the Northeast corner of said Partridge tract of land; Thence along the West Boundary line of Farm Road 137 as follows: Around a curve to the left 184 ft.; North 25 Deg. 15 Min. East 76 ft.; North 31 Deg. 30 Min. EaSt 676 ft. to an iron pin for corner; Thence West a distance of 1826 ft. to the place of beginning and containing I.35..~~~clnoOnf,l~~dg'istered Public Surveyor of Texas, No. 4025, certify that the above depicted and described tract of land was taken from an actual survey made by me on the ground on the 22nd day of April, 1982. I " -..T: ..A1. AI A... J.M.'Nelson, R.P.S. No. 4025 I i I I \ I STATE OF TEXASI COUNTY OF" lAMARI BEFORE ME, the undersigned authority, a Notary Public in and for said County and State, on this day personally appeared J.M. Nelson, known to me to be the person whose name is suscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purpose and considera- tion therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 27th day of April, 1982. ~>~2f:.."e.::_.Y/JZ~, . Not~ry Public, Lamar County, Tex~s EXHIBIT A-3 K::Y ~ -1992-1993 ::X~A~SI8N A - N::W CONV::~Ti~G B - N::W M::SHANICAL A~::A C - CAF::ERIA o - NEW O~FICE'S x u o o z :;: '" ~ AS/RS OFrICES-BLU€ O~FICSS-RED CONVERTING CONVERTING SOUTH NORTH EXHIBIT B