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2015-330\ \CODAD \Departments \LegaIVADE Planning and Zoning Folders\2015.151 Convention Center \380 Agreement \Ordinance Convention Center Incentive CLEAN J E.docx ORDINANCE NO.—MI-5-1131-301 . AN ORDINANCE APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY IN THE CITY OF DENTON AND UNDER CHAPTER 351 TO PROMOTE TRAVEL, TOURISM, MEETINGS, CONVENTIONS, AND EVENTS FOR THE ECONOMIC GROWTH OF THE CITY OF DENTON, BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS DENTON (OHPD), REGARDING THE DEVELOPMENT OF AN APPROXIMATE 12 ACRE PARCEL OF LAND GENERALLY LOCATED ON THE SOUTH SIDE OF U.S. HIGHWAY 380 (WEST UNIVERSITY DRIVE) ENDING AT SCRIPTURE ROAD, BETWEEN I -35 AND NORTH BONNIE BRAE STREET IN DENTON, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, O'Reilly Hotel Partners Denton ( "OHPD ") has an interest in land generally located in the Rayzor Ranch Town Center development, in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street (the "Property "); and WHEREAS, OHPD has made a request, on or about September 7, 2015, of the City of Denton ( "City ") to establish economic development incentives under Chapter 380 of the Texas Local Government to stimulate the development of commercial property within the City of Denton and under Chapter 351 of the Texas Tax Code to promote travel, tourism, meetings, conventions, and events for the economic development and growth of the City of Denton on the Property ( "Grant Application "); and WHEREAS, the Grant Application was approved by the Economic Development Partnership Board as compliant with the City of Denton's Tax Abatement and Incentive Policy on October 14, 2015; and WHEREAS, City and OHPD have negotiated an Economic Development Agreement to reflect the terms of the incentive, a copy of which is attached hereto and made a part hereof by reference (the "Agreement "), as well as a related Management Agreement; and WHEREAS, the City Council of the City of Denton hereby finds that the contemplated use and development of the Property, the proposed improvements provided for in the Agreement, and the other terms and conditions of the Agreement, will promote economic development, increase employment, and stimulate business and commercial activity within the City of Denton for the benefit of the public and therefore meets the requirements under Chapter 3 80 of the Texas Local Government Code; and WHEREAS, the City Council of the City of Denton further finds that the proposed Project on the Property will promote tourism and the convention and hotel industry and therefore meets the requirements under Chapter 351 of the Texas Tax Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement attached hereto on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED D AND A1111R.OVED this the � u. day 2015, ATTEST: JENNIFER WALTERS, CITY SECRETARY �k. BY: b ....,t. Page 2 CHRIS WATTS�...ee � .,. w�.� ............�.�. �.... �.. MAYOR W"11MINIONIM "Approved Franchise" means a franchise agreement approved by the City with Approved Franchisor whereby O'Reilly Hotel Partners — Denton, LLC is permitted *perate the hotel and restaurant using the name and reservation system of any Approv] Franchisor. aTring we TeM=. Ill< : ;.. ®m< DYE to RITTI-yo " - TL71 NI"I?MJMCT providing such reports with respect to the Sales Taxes, "Texas Comptroller of Public Accounts' Monthly Sales Tax Report" means alternative documentation that tile Parties agree establishes the amounts of Sales Taxes received by the City. "Texas Direct t ©© Permit" means that permit issued by the State of Texas the State of Texas related to selected portions of Grantee's taxable purchases. "Upscale Man>v °» w>< the process of developing, designing, constructing, and maintaining tile Convention Center, Hotel, and Restaurant as required so they will exist in an Upscale Condition. R N regulations shall control; provided that, if there is a subsequent amendment to include any design criteria other than what was in the original Grant Application and to the extent ij conflicts with criteria solely involving design in the Rayzor Ranch Overlay, then this Agreement, as amended, shall control. M,�� M Iffur"ll IV. RECORDS, AUDITS, AND EVALUATION OF PROJECT +l A. Each of the following shall constitute an Event of Default under this Agreement: V Failure to comply with the terms of the Management Agreement between- the City and O'Reilly Hotel Partners — Denton, LLC for the managernent of the Denton Convention Center. A I M . Grantee allowing property taxes owed to the City, Denton County, or Denton Independent School District to become delinquent and failing to cure the same within thirty (30) days after receipt of written notice thereof from the City and or Denton Central Appraisal District. Ill a m O'Reilly Hospitality Management, LLC LC P';808 S, Ingram Mill Road, Building C 100 Springfield, MO 65804 CC: David O'Reilly O'Reilly Wooten Offices 2831 S. Ingram Mill Road IIEII rMERESImmam, City Manager City of Denton tl,15 E. McKinney Denton, Texas 7621 W NO CITY OF DENTON, TEXAS BY " AM- l "11ELL CITY MANAGER JENNIFER WALTERS CITY SECRETARY ry k cat') APPROVED AS TO FOM ANITA BURGESS CITY ATTORNEY Li , T x 17 ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF DENTON %ig ijlegoi Cot onlic I)eVelopment Agre ear en( was executed before arse ow(he �day o 2015 by Ge(,vt! ......_ e ("arripbell, City Mam; ger ofthe ( t of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation, STATE 01' 1"EN-MS ('0(JN'l')I 6 The ibrc!oin� -znt xetule, before Development Prograin Agtcpjlj� . WES P of me on the day o,l!:, 2015 by O'Reilly Hotel Management, LLC,, on behalf of said corporation. , 16Y ; JUSINE A. POS TORINO % My CommIssion Bpl rae SEAL 01 June 24,2018 Greens Count/ WS C=WWon #14826606 v Notary Public in and for the State of T' 4"s T I) Ja�OLA I- I PROPERTY LEGAL DESCRIPTION z BEING a 11.951 acre tract situated in the S. & B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described as Tract One In the deed to Allegiance Hillview, L.P. recorded in Document Number 2006-41743, Deed Records of Denton County, Texas and a portion of the tract of land described in the deed to DB Denton 11, LLC recorded in Document Number 2010-74478, Deed Records of Denton County, Texas sold 11,951 acre tract of land being more particularly described as follows: COMMENCING at a point In the easterly right—of—way line of Interstate Highway 35 (a variable width right—of—way) for the southwesterly corner of the tract of land described in the deed to DB Denton 11, LLC recorded In Document Number 2010-74478, Dead Records of Denton County, Texas;' North 73® 36' 21" East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485000 foot; Northeasterly along said curve through a central angle of 12® 18' 37" an are distance of 104,21 feat with a chord bearing of North 79® 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; EXHIBIT'A' 130000%004 - PAGE. 1 OF 7 Tel: 817.335.1121 - Fax: 817,335.7437 FIR14 REGISTRATION 10098100 B.BB. & C.R.R. SURVEY ABSTRACT NO, 192 . . . . . ............... . ........ . Curve Table Curve Central Arc Chord Bearing Radius Length nce Number Angle and Dista C11 12'18'37" 485.00' 104.21' N79'45' 39"E 104.00' E NL 9 "00 "04." � J TWflW" 60-08,-1 R= �B E "�, W I. F4, W 4,O N date accompanies this drawing. A A 550 Bafley Avenue -Sul �e 4W - FoO Worlh, I'Lxas 76M Tel: 8 7 33& 1 2 � - Fax: 8 � 7 M&7437 FIRM R2STRADON WDMOO i 1 ACRES 52,0,5 592 SQUARE FEET) o ( (n ALI.EOANCE HILLVIEW, L.P, 1'RACT ONE 1,00("XIM E N 1 . - '' , f .0 ALLEGIANCE HILLVIEW, LP TRACT ONE DOCUMENT NUMBER 2006-41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON I" �I U M B 1: tJJ� yo 384,4' 1400'56' W07' All D0`,iT("JN1 lI, LJ [K)CUMENT N(WID1,"R zed 0 144, 8 ' ' ,1 W'00R'RA NU, N7336'21"E 001NTO ' Cl, N fLR 121.73' S1716,37 1E BE03INNING 06CUMEN, r 1k1 11 U1,11 2015� -, i A(s, date accompanies this drawing. A A 550 Bafley Avenue -Sul �e 4W - FoO Worlh, I'Lxas 76M Tel: 8 7 33& 1 2 � - Fax: 8 � 7 M&7437 FIRM R2STRADON WDMOO i 1 ACRES 52,0,5 592 SQUARE FEET) o ( (n ALI.EOANCE HILLVIEW, L.P, 1'RACT ONE 1,00("XIM E N 1 . - '' , f .0 ALLEGIANCE HILLVIEW, LP TRACT ONE DOCUMENT NUMBER 2006-41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON I 00MIUM, BEING a 6.159 acre tract situated in the 8, B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described In the deed to DB Denton 11, LLC recorded in Document Number 2010-74478, Deed Records of Denton County, Texas, also being situated in Lot 10, Block A, Rayzor Ranch Town Center, an addition to the City of Denton according to the plat recorded in Document Number 2015-180, Plat Records of Denton County, Texas, said 6.159 acre tract of land being more particularly described as follows! COMMENCING at a point In the easterly right—of—way line of Interstate Highway 35 (a variable width rIght—of—way) for the southwesterly corner of sold OB Denton 11, LLC tract; THENCE with the southerly line of said DD Denton 11, LLC tract the following: A drawing of even date accompanies this metes and bounds description. el: Bt 7.335 I I �T -'F�X: C1�3'35.7437 FIRM REGISTRATION 10098100 CITY OF DENT ON DENTON COUNTY® TEXAS I I Northwesterly along said curve through a central angle of 24' 32' 43" an arc distance of 434.82 feet with a chord bearing of North 69® 56' 00" West and a chord distance of 4.31.51 feet to the point of tangency of said curve-, North 77' 39' 38" West a distance of 102.42 feet to the point of curvature of a curve to the left having a radius of 465.00 feet; Northwesterly along said curve through a central angle of 16' 25' 24" an arc distance of 139.02 feet with a chord bearing of North 65® 52' 20" West and a chord distance of 138.55 feet to the POINT OF BEGINNING; CONTAINING a computed area of 6,159 acres (268,287 square feet) of land. MUMM A drawing of even data accompanies this metes and bounds description. A VI 550 Bailey Avenue ® Suite 400 - Fort Worth, Texas 76107 Tel: ®17.335.1121 - Fax: 817,3351437 FIRM REGISTRATION 10098100 CONVENTION CENTER - D13 DENTON 11, LLC TRACT 13.133. & C.R.R. SURVEY ABSTRACT NO, 192 CITY OF DENTON DENTON COUNTY, TEXAS Curve Table ........ . ... .... ........ Curve Centrai Arc Chord Bearing ... Radius Number Ang g le Length and Distance - — ---------- C 1 12'188 '37" 4 M 85' IOC21' N79*45'39"E 10000' 0 A A 06K A 64 16 ' b . WZ6,R'), "'OWN CEICER B ER, UWENT" NUM 9015-180 NX\#X A;9901.00a04111 Qtjb,,�"ON I�, 1-16 'j 10 R=M250 \x 'C1H-t44-03'05"F 54M o "Nod 69"07" D KT0N,;lj, p J-Cl r 00CL4AL 10 2010-744 R tl R H, ON rOW'N CENIE R 'N1 6`23 26, W N73 21"F RES S) .-S17'16*13 �i68,287 SC�UA,k(,-FEFJ) 15,00' M-17—w-xk"w 10 ') 4,) . A metes and bounds description of even date accompanies this drawing, 550 Salley Avenue -, Suite 400 - Fort Worth, Texas 76107 Tel: 8 17.335,1 121 �Fax: 8 17,335.7437 FIRM REG STR HON 10048800 INS& offivan-UM-10 AM it IM 01100010 Im CRAM '—�N67,.Y,3621PE 12 V) V OINT OF\ *'52'20"W 138.65" 0 243 ou AN -�S,51004 COMMENG11 Q �-A G) AIA, LANCE 1-0L p, 1 I L c NUMOE �?O,R&L I N E I Y, L I C 41 74,� S EXHIBIT'A' B00005U04 A metes and bounds description of even date accompanies this drawing, 550 Salley Avenue -, Suite 400 - Fort Worth, Texas 76107 Tel: 8 17.335,1 121 �Fax: 8 17,335.7437 FIRM REG STR HON 10048800 INS& offivan-UM-10 AM it IM 01100010 Im CRAM METES AND BOUNDS DESCRIPTION Convention Center — Allegiance Hillview Tract BEING a 5,792 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described as Tract One in the deed to Allegiance Hiliview, L.P. recorded In Document Number 2006-41743, Deed Records of Denton County, Texas, said 5.792 acre tract of land being more particularly described as follows: COMMENCING at a point in the easterly right—of—way line of Interstate Highway 35 (a variable width right—of—way) for the southwesterly corner of the tract of land described In the deed to DE Denton 11, LILC recorded in Document Number 2010-74478, Deed Records of Denton County, Texas; THENCE with the southerly line of said DS Denton II® LLC tract the following: North 73' 36' 21" East a distance of 121.73 feet to a point; South 17' 16' 37" East a distance of 15800 feet to a point, North 73® 36' 21" East a distance of 99,88 feet to the point of curvature of a curve to the right having a radius of 485,00 feet; Northeasterly along sold curve through a central angle of 12' 18' 37" an arc distance of 104821 feet with a chord bearing of North 79® 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; Southeasterly continuing along said curve through a central angle of 16' 25' 24" an arc distance of 139.02 feet with a chord bearing of South 85® 52' 20" East and a chord distance of 138.55 feet to the point of tangency of said curve-, South 77' 39' 38" East a distance of 102.42 feet to the point of curvature of a curve to the left having a radius of 1,015.00 feet; Southeasterly along said curve through a central angle of 241 32' 43" an arc distance of 434-82 feet with a chord bearing of South 89® 56' 00" East and a chord distance of 431051 feet to the point of tangency of said curve; North 77® 47' 38" East a distance of 36.00 feet to a point; 6000056,004 EXHIBIT"A' PAGE 6 OF A drawing of even date accompanies this metes and bounds description. xxgs�'q' ................ 550 Bailey Avenue - SUlte 400 - Forl Wodh, Texas 76107 T91:817.335.11D - Fax:817.335.7437 FIRM REGISTRATION 1 0098100 CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT B.BmB. & C.R.R. SURVEY ABSTRACT NO, 192 CITY OF DENTON DENT ON COUNTY, TEXAS 4E Curve Table . .......... ...... ------ Curve Central RadhA Arc Chord Bearing Number Angie S Length and Distance . . . ....... C1 12'18'37" 48500' 104,21' N79'45'39"E 10400' . ......... ......... . ............... . . ..... . . ........ . OR DENTON, li LLC K DEN ON" Op" LLCM' ? 21 Ib--74 1)01 y,P JEN 1� I NUMBER TO W4, L 2d (Y,` �744 8 AAYZ0R,!,RAN0H1 I -OF R)WN CENTER A- 1 W25 24 '4-4855 00' , L-139.02' V7*�47'38 "E 6 CH, *521*io"E`1�55, 2,*S17-137 E A =43 "S80 QqMS80156 S 4 LP A metes and bounds description of even date accompanies this drawing. RNMENRIM 550 b6ley Avenue ® Sulle dOO - Forl Worth, Texas 76 107 reel: 8 17.335.1 12 1 - FOK: 61'7 335.7437 FIRM REGISTRATION 10098100 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 y C4 8 V) 0 ALLEGIANCE HILLVIEW, Lod' TRACT ONE DOCUMENT' NUMBER 2006--41743 BLOCK 1 RAY70R RANCH SOUTH CABINEY Y, SLIDE 4-70 00 OP T Yi! TT -rNACr B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY • DENTON w ��'„ � a. •. 20 d 4 Tax Abakemvu Policy Company or Project Name Mi4ing-Address, -- INCENTIVE APPLICATION CITY OF DENT ON, TEXAS O'Reilly Hotel Partners-Denton, LLC (OHPD) "'on'- ...... . . ...... De— nt� � �eijion Center, Hotel, and Restaurant Springfield, MO 65804 . . . ............. Telephone 417-851-8700 Fa x No 417551 5225 site www.ohospitalitynianageinent.coni Contact Name Tim O'Reilly tie CEO/Manager Mailing Address O'Reilly Hospitality Management LLC .... .. ................. 2808 South Ingram Mill Road, Bldg, C-1 00 Springfield, MO -. -- . . ........ ' -' 65804 . . .-... ... 25 f lpchone 41 7851-8700 Fa No. 41788. 1-8..2. e .... ............. . . . . Email Address tiiii@oiiospitalitynianagenient.coni 1 Provide a record of mergers and financial restructuring during the past 15 years. . ........ . . . .... ........................ . ... . ........... I'll I I I 1 1-- ....... . ... -- — . . . . .......... ... . . . ....... OHM acquired four hotels and two restaurants and constructed three hotels and one restaurant between 2009 and 2015, - ------- --- ----------- 4. Will the occupants of the project be owner or lessee? If lessee, are occupancy commitments already existing? -1-11— 1 ---- - ------------------- .... . . ... ..... -- — - - ---owners Z� 200 Tax AharcmmM Poky I 0 Is the project a relocation of existing facility or a new facility to expand operations? If relocation, give current location. N/A --- --- - ----------- ................ . . . . - - - ------ If an existing Denton business, will project result in abandonment ofexisting facility? if so, the value of the existing facility will be subtracted frogs the value of the new facility to arrive at total project value. W/ "--- . . . ............ .. . . .............. ... . .... .. . ... ....... . .. ...... Property Description. 9 e e . .... at–t —ac –h —ed site p I a n 8, Current Value known - - p'urcha-se- price will be $5.50 per sq. foot and 11-13 acres to be determined by parking reouirernents. . ...... . . ......... — - 11 Describe any off site infrastructure requirements: N/A ..... ...................................... a Water 2.014 Tax Abatcmvi� PAcy 13. Project Operation Phase, Provide employment information for the number of years incentive is requested. . . .G.......... ............. . hadicat .e . ...the ....n......u...o..r... l. he r ofshhIs the project will operrate ... . . . .. ........ . . ............... --- -- . ..... Primarily two shill, first and second. Third shift for hotel. H. Estimate annual utility usage for project: ... . .,.—- ° °...... .. Electric kWh I Water 9P ..... . .. .. —11- Wastewater ME 0 ........... - - ---- 14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax revenue or project dements identified in Tax Abatement Policy, Section 111). ................. . . . . . ............... . ..... ............ At Project - - - - -n_ - Existing Start Date At Term of Employment Information Operation (mo/yr) Incentive (if applicable) Total number of permanent, full-time jobs N/A 142 175-200 i3. Employees transterred from outside Denton .... ...... . . . ......... N/A N/A . .. ...... ---- - N/A C. Not permanent ful 1-thne jobs (A. minus us 3.) N/A 142 175-200 . ..... E. . . . . ........... . ............ ....... —, - . . ........... Total annual payroll for all permanent, full-time . . . ....... . ...................... N /A....... /A . jobs (A.) .G.......... ............. . hadicat .e . ...the ....n......u...o..r... l. he r ofshhIs the project will operrate ... . . . .. ........ . . ............... --- -- . ..... Primarily two shill, first and second. Third shift for hotel. H. Estimate annual utility usage for project: ... . .,.—- ° °...... .. Electric kWh I Water 9P ..... . .. .. —11- Wastewater ME 0 ........... - - ---- 14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax revenue or project dements identified in Tax Abatement Policy, Section 111). 2W4 Tax Abatement Pohey 15. Is property zoned appropriately? Yes X No Current zoning. required for proposed project, . ......... . -------- ........ .......... ------- Anticipated variances, - -11111-- - - -------- --- , - B. Provide record of compliance to all environmental regulations for the past five years. . ................ .............. ..... . ..... N/A 18. Provides pecific detail of any bus inesses/residents that will be displaced and assistance that will be available frorn the requesting company, 1- 1 q�l A ------ --- . . ..... . .... - ------ . ....... . ................ 19. Provide description of any historically significant area included within the project's area as determined by tile Historic preservation Officer. If any, give detail of how the historically significant area will be preserved, mm�, 20 4 Tax Abatemcn� PAcy ..... ..................... 21. List additional abatement factors to be considered for this project as outlined on pages 3 and 4 ofthe mzmm�� 22. Financial Information: Attach a copy of the latest audited financial statement or, in ine case or a new PrLJJCUL, a business plan. See attached 10 year profornia .. . ....... ..... . 23. es the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? See attached documentation, OHM Sustainability, I'll --- 11-1, ................. . . . .... .... ................. . . 24� Applicants seeking LEER certification must complete the Green Building Application for Tax Abatement (Exhibit B of the policy). See attached documentation, OHM Sustainability, 2014 Tax Abatcment Policy Property Owner O'Reilly Hotel Partners-Denton, LLC -- - - ------ . ..... Company or Project Name Embassy Suites by Hilton Hotel, Convention Center & Houlihan's Restaurant Mailing Address 2808 South Ingram Mill Road Building CI 00 Springfield, MO 65804 Telephone 417-85 1-8700 axNo. 417-881-8225 --------- - . ........ . ... ..................... . . . . ......... . - — - - - --- ------------------- - - .. ...... . .. . ebsite l'levn coin I ............ I ........................... Contact Narne Tim O'Reilly Title Manager/CEO .......... . . . ... ....... — ----- - Mailing Address 2808 South Ingram Mill Road --- --- Building C100 Springfield, MO 65804 --fele' p hone 417-851-8700 1 . Fax No 417-881-8225 --''" 1- . . Im ai I Address ......... ji 2. Project location address:. . .......... ... Rayzor Ranch, Denton, TX, no specific address assigned yet 171IM"Iml!"'IMIMIM11"IMPAIIIN, I!Illiploll-ll�illlllvllll�Ill�lli� � 91-1 WIM, Ul�� — . . . . . ........... ....... ... . . ...... . ...... . . Please see attached project will achieve the LEED certification, W�E 20 1 4 'Fax AbalcinncM Poky This Incentive Application is submitted with the acknowledgement that additional information may be required, Authorized Signature EM g�� U,S, GREEN BUILDING COUNCIL A Your LIEEO project has been successfully registered In LEER Online. Project ID Project "title Project Access I Project (Rating System (Registration 'Type (Registration late Project Location ;,1000061657 Embassy Suites ORayzor Ranch ;246344300143911 ILEECD -NC v2009 Individual Project 09/04/2015 Denton,TX,LU ,76201 You may now log into LEED Online to manage your project and begin the application process.'f he first time you log In, you will be presented with a set of 'Getting Started' Information that will help you kick off the certification process. Further technical LEECD assistance is available through the following resources: The help section of LE,ELD ®rnpuune LEE,D Resources &"fools inrnl ( +prayv ur, ybc tar'tpljc. °i RNfatttsG °j -tt4p p, - LElEfD Reference G "runldcs �tifgx /lPwgv,grtl�,,p (starrp(rp&ae tnp -..P.S .. Subscribe to L ED Update, a quarterly c- nacwslefbcr Crone t. SGBC and G BCI o ln�t���(llt�rv�ut�.� @�.ar flc:&; sac .- X(a�pan4n¢e�YJ�3��ntVryu3� - LEECDuser, a third -party resource that offers a variety of suapplerrIcra C f,EED advice, kD�t,Cv uu!(�vvwr,ei!cc�psef °�paaggu If you find an error within the LEER Online system, including any of the forms, please report It using of the feedback button, located in the menu bar. if you have questions about the techn1cal content of LEEIO or the ceriincation Iprocess,plesse contact the Green Building Certification Institute (GBCl) if you experience any problems, please contact the Green Building Certification lnstitute(ODECI) at. Phone .1- 600.795 -1746 Emnalt hjlp_Uv _ A 1.9fg@l aayat -g;tgJ Please note, only projects registered through LIEED Online v3 will be visible In your LEE D Online v3 project Half you have previously registered a project under LOv2, you will only be able to access those projects In LEECD Online v2, *This is an automatically generated ecmad. 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CITY OF DENTON HOTEL OCCUPANCY TAX REPORT FORM ulll HOTEL OCCUPANCY TAX REPORT Owner's area & Location . ..... . .. ....... Gross Sales: $ Less Tax Exemptions: (Son attached report for breekdown) Less Other Exemptions: (See attached report for bmakdow) Total Taxable Revenues: 3HEME Period Ending: Due Date: I �#'IwAmrs Total City Tax Submitted: Hotel's Name, Manager & Location Average Daily Room Rate: $ Total # of Rooms Rented: Monthly Occupancy Rate: .. . ....... . . — ----------- — - I detlare, kv - 'i .. I .- e .. r the ponalties for filing folse reports, that this return (including any accompanying schedules and statements) has been examined by me and to the best of my kruWedae and belief Is a ULIO. cotre,(,L and comploto return . . . . . . .. ............. Make remittance payable to: CITY OF DENTON TAX OFFICE 601 E. HICKORY, SUITE F DENTON, TX 76205 To avoid a 6% penalty, reports and payment must be received by the due date Indicated above. If the tax Is not paid by the due date, a 6% penalty will be assessed during the first 30 days. If the tax remains unpaid for days 31 through 60 an additional 6% penalty will be assessed and due to the City of Denton. THIS FORM MUST BE COMPLETE IN ITS ENTIRETY Furnish details of any changes occurring since last report on page 2. Furnish exemption details taken during this reporting period on page 3. on MAI Mailing Address:. City, State, Zip: _ "If a person who is liable for the payment «=&: under this chapter is the owner of a hotel and sell the NOV W, A-an amount of the_9urchase 9.rice ffi sucient to \< » «4<» amount due until the seller provides a receipt by a person designated by the or-2 ce*ffic2te-%", tax is due." ,- Rk pTrL;rf1C1-5-6r1TfFf1 is liable for the amount required to be withheld to the extent of the value of the purchase price." mmm ::y § Wlll "', 11 ? I — " 1, W 11 [A ]AIM Effective June 18,1996 yjm<* < »!� 2 1. Guests who stay longer than 30 days must notify the hotel «:> (Permanent Resident) commission ot » < \z\ i , Tor wno»=<t ecial prunblell vi VAUt:;?,! LIU[ I LT11 LI I I-;! scs I IV I CI I I under the General Appropriations Act applies and who is provided with photo identification verifying the identity and exempt status of the person, is not required to pay the tax. I T • 0 z J 1 J I j 1 i I 0 V 1 I i ^ I .� I ( ® LLJ I r i I 1 r Z LU W Z d) LU 4) 0 � I I I , { r I 49 V Lu 1 i La 1 I p > 1 2 w 0. z I 0 C f 11 i..- e tf 2 w .�..M. mnv ra. w .xw ..J ... mmvnwn .w ..n..v- �w rr rwwmmmrwr u .....vnrvr` rmmne qL CL L wxvawwwwwwrr. i 11 J co te CL f W E mm LLI CL W W y _ x w 0 i 1 r N m 'P " lo N "' I LO, to h� CO CAI � �NCO ® N C14 N N N LL 0 W I I O J � i c MANAGEMENT EMENT AG EEMENT IN CONVENTION CENTER MANAGEMENT AGREEMENT BETWEEN THE CITY OF DENTON AND OIREILLY HOTEL PARTNERS — DENTON,LLC Parties agree as follows: p illJ 111111111111 111 illi Pill 11111 111�111111JIIJI lillillillilililvilir Jill 111111111111 1111111111111 1111111111 A. Owner Management of the Convention Center. The Owner has the exclusive responsibility and discretion in the operation, direction, management and supervision of the ,onvention Center, subject only to the limitations expressed herein, In addition to its other duties as a reasonable convention center owner, the Owner, or a third part), designated by the Owner, shall perform the following: B. City Management Assistance. The Owner hereby authorizes and engages the City, or its designee as the law permits, to manage the Convention Center during the term of this Agreement as limited and described herein. The City hereby accepts such engagement subject to the terms and conditions expressed in this Agreement. The Owner shall cooperate with the City te, the extent necessary for the City to fulfill its duties under this Agreement. IN Without limiting the generality of the foregoing, the City is hereby authorized and shall be obligated to do as follows in its discretion and as is allowed under the City's budget processes: 1. Advertise and conduct solicitations and promotional programs to attract tourists and convention delegates or registrants t o t he Denton Convention Centel-, including, but not limited to® 2. Provide meeting, event, and pre-convention services, including, but not limited to, 3, Identifying, collecting rate bids from, and securing overflow hotels in Denton for convention delegates. The City's duties described above shall specifically not include event coordinator duties for the Convention Centel- and those duties shall be the sole responsibility of Owner. I of their employment, This Agreement shall not be construed to cause the City, or its designee if verntitted k:� lqw, to h i c oblivations re federal and state 1-1 eniloym ent I laws I with respect to Mose employees o ITIM-7 rc;�'Ululubb 11 ']'here shall be no shared employees. S 5. If Owner fails to provide or maintain insurance as required under this Agreement; or 60 Ift e Development Agreement results in a cessation of the incentive involving Hotel Occupancy Tax, then this Agreement terminates until such time as such incentive is resumed 11. MISCELLANEOUS EVENT THAT A CLAIM IS ASSERTED AGAINST EITHER PARTY OR BOTH, OWNER SHALL PROVIDE CITY WITH A COPY OF SUCH CLAIM WITHIN A RE1-SONABLE TIME FROM RECEIPT. D. Notice. Any notice required to be given under this Agreement or any statute, ordinance, or regulation, shall be effective when given in writing and deposited in the United States mail, certified mail, return receipt requested, or by hand-delivery, addressed tote respective parties as follows: E. Inurement. This Agreement and each provision hereof, and each and every right, iuty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of the City and OWNER and their respective successors and assigns. F. Application of Laws. All terms, conditions, and provisions of this Agreement are ursuant thereto, and all judicial determ i nations relative thereto. This Agreement shall be governed by the laws of the State of Texas and venue shall lie in Denton County, Texas. VA This Agreement is effective as of the _day of.....® ­­­­--' 2015. CITY OF DENTON, TEXAS BY� GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY WA APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY BY: Via, V uk O'REILLY HOTEL PARTNERS — DENTON, LLC a Missouri Limited Liability Company as 1110 STATE OF TEXAS COUNTY OF DE TON ACKNOWLEDGMENTS The foregoing Management Agreement was executed before me on the — day of 2015 by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. Name: Notary Public in and for the State of Texas STATE OF TEXAS COUNTY OF DENTON The foregoing Management Agreement was executed before me on the — day of O'Reilly Hotel Partners —Denton, LLCo, on behalf of said corporation, Name: Notary Public in and for the State of Texas is w rah ® i Under G& 559, ;ov,orm nont Goti , you are onlided.io roviaw, request and correct information we have on file about yaq, with limited excephoos it) ac;cordooco will) Ch. 552, Government Code. To request information for review or to request errdr` correction, contocl 0S at UM addles$ or phone numbers listed on this form. For assistance - If you have any questions about this application, filing tax returns or any other tax- related matter, contact your nearest Texas 'State Comptroller's local office. You may also call 1 -800- 252 -5555 or 512- 463 -4600. NOTE: o purchases may be made tax free until this application has been approved and your Direct Payment Permit has been issued, AP-1 ac 11- 15111) Application Page 1 for Direct i Please read instructions. . ....... �, �...._,. ....___�.„„.� „�I y�p»o ... or pri�n:t.. ._... _..��.,�,.._....�.,do not write in shaded areas .. 1. Taxpayer's Agreement- The applicant, in consideration of the issuance of a Direct Payment Permit by the State of Texas ac- cording to the provisions of the law, agrees and affirms: a. that applicant is a responsible person annually purchasing at least $800,000 worth of taxable items for use and not for resale (complete Item 19); b. that the accounting method used will clearly distinguish between taxable and,nontaxable purchases (complete Item 20); c. that upon the issuance of a Direct Payment Permit to the applicant, the applicant will,accrue and pay, to the State of Texas all taxes which are or may in the future be due by virtue of the State, Local, Metropolitan Transit Authority, City Transit Department, County and Special Purpose District Sales and Use Tax Acts. The tax is due on all taxable purchases; and, unless the tax is paid to the seller, It must be reported on the Texas Direct Payment Return. All taxes due will be paid monthly on or before the 20th day of the month following each monthly reporting period; d. that the Direct Payment Exemption Certificate will not be issued for taxable Items purchased for resale; e, to report all taxable purchases on the direct payment return and waive any claim for discounts for taxes paid. No taxable purchases may be reported on a sales and use tax return; 0 f. upon request, to make available at any to the Comptroller's office the books, papers, records and equipment of the applicant's business; g. to cooperate with the Comptroller's office in the examination of the books; papers, records and equipment of the applicant and in the investigation of the applicant's activities, business and accounting methods; and h, to fully disclose to the Comptroller's office in this agreement or upon acquisition, whichever occurs first, the nature and extent of the ownership or control which the applicant has in the business from which the applicant makes purchases pursuant to the Direct Payment Permit. Legal cite: Tex. Tax Code Ann, Sec. 151.419 Type or print name of safe owner, partner or officer Sole owner, partner or officer her _._..._ _ 2. Legal name of owner (Sole owner, partnership, corporation or other name) 3. Mailing address (Street and number, P.O. Box or rural route and box number) State ZHA da county r .l._. L U. ...... Eu 9 V 4, If you are a solo owner„ enter your hortie- address IF it Is different from the address frefafave, (M heal, anrr nun ho),, city, silato, ZlP corlo) _.... - ...e.. _.m. pp I a' p P primarily P g ..L..� 1. 4 ,e �e� 1, _L_ u. �_.� � b. Enter our Social Security number If you are a sole owner- ......., ... �� 4a. Enter the hone number of the person responsible for film tax returns (Area code and number t� I Y - II 6. Enter your Federal Employer Identification slumber (FEIN), if any. . ........ .......................................... ��......� u_......a . a n .,...V 7. Enter your taxpayer number for reporting any Texas tax OR your Texas II � Vendor Identification Plumber if you now have or have ever had one ................................ ............................... 8. Indicate how your business is owned. Li 1'- Sole owner ❑ 3 - Texas corporation u 7 - Limited partnership ❑ 2 - Paitnershlp ❑ 6 - Foreign corporation ❑ Other (explain) File number Month Day Your at 9. If your business is a Texas corporation, q 9 enter the file number and date ....................... t..... - — ----- % if your husiinefm is a foreign corttaintion, antfrer home stale, home state registration number, Texas file nurviber and dale Home slate Home slate r"Islrallon number Texas file number p ttdoa"fu Day b"eNttr I,•_.._.. _ -._ m _m �.,._._ ._ ..�— ___... _� _ .._ _.._., a......, I. 1.... d i _.... State Number Number 11. If the business is a limited partnership, enter the home state and Identification number.........,. ............ ... ...:......... ... .......:,.. ,.,.,. .... :�.., .._� �� �..�.... m�...... ... _ . ....� ......� Instructions for Completing Item 2- Sole Lowle - emarfimtna middle initial and last name. Partne]shiQ - enterthelegmnameofde partnership. ` Corporation - enter the as it is registered with the Secretary of State Other orgaoizatim -entothe title of the i o,ganoadon oon� , Item t to receive mail from the Comptroller of Public NOTE: If you want to receive mail for other taxes at a different address, attach a letter with the other address(es). bmmG - EnterdheFedera Employer Identification Number (FBN) assigned to your business by the Internal Revenue 'Service. ` Item 7-|f you have both e Texas Taxpayeranda Texas Vendor Identification Number, enter only the first eleven digits of the Vendor Identification Item 8-If you check "Other," identify the type of organization. Examples: Social Club, Independent School District, Family Trust. — ` Uem 13 Ea1DersU the' information for ALL partners, napartner is a corporation, enter the `Federal Employer Identification Number (FBN) ' of the corporation. ^' -entertho ^ information for the principal officers (prenident, secretary, treasurer). Item 10- The description of your business should include the principal types of business. _ | highway de petroleum, natural transmission, � ohemio�.P�monbe specific. Item j9-Enter the total amount mftaxable items purchased last year orhmbe purchased, This does not Include purchases for which oResale Certificate can boor could have been issued. ' Item eligible for a Direct Payment Permit, you must maintain an accounting method that clearly distinguishes between taxable , taxable purchases. ` method fully, ` the data that will be used ho prepare your direct payment return. . Answer the following questions in your explanation. • How will you distinguish between - purchases made under a direct payment exemption certificate; -purchaoeemrneeala; -nontamab|epumhaoeo; -purdhaoeoinTexauandou of state', -anyothertox-fneopumhaoee;and -tmx-paidpurchaaee? • |f you purchase items for resale and for your own use from the same supplier, will you issue separate purchase orders? How will the two types ofpurchases bo accounted for? • \f you du not issue blanket exemption certificates to your suppliers, how will you indicate nn which items theauppUarwill collect tax? ^ What accounting procedure will you follow to report use tax in the same month that you receive vendor's billings? ^ What procedure will you follow to ^ report use tax to the correct city, Metropolitan Transit Authority (MTA) or City Transit Department (CTD), County and/or Special Purpose ^ When direct en return, from what source(s) will you get the necessary data? How will this data, get to the ^ Will more than one person review the purchase records and compare them ho reported purchases? ^ What^will you follow toensure that tax-free purchases are not reported on the Texas Sales and Use Tax Return? m Company: O'REILLY HOTEL PARTINERS-DENTON, LLC Reporting Year: January I — December 31, 20_ Contract Year No, REMMM, I , I The Economic Development Agreement between O'Reilly Hotel Partners-Denton, LLC ("Grantee") and the City of Denton, Texas ("City"), dated (the "Agreement") states that no grant may be paid to Grantee unless Grantee has completed the Improvements to the Property no later than 30 months after the start of construction, (11. D.) a. As of the date of this Certificate of Compliance, have the Improvements to the Property as described in the Agreement been deemed completed? a. The increase in assessed valuation of the real estate Improvements and business personal property for the year ending December 31, 20_ over the existing 2015 valuation is: $ 1.3 Have all applicable Certificate Of Occupancies been issued for the Property? o YES ❑ NO 1 A The Agreement states that any grant payments will be paid for a maximum of 25 years or until the combined principal arnount of $28 million and interest payment of $26 million for a total aggregate amount of $54 million is reached, whichever comes first. (III.A.) Cerlific ate of Compliance Pagel of a, Grantee has paid in pdncipal on any debt nish-urnents used for the development of the Project for the year ending December 3l, 20 ........... . ....... . b. Grantee has paid in interest on any debt instruments used for the development of the Project for the year ending December 31, 20_ IL Employment 2.1 The Agreement requires the Grantee to use good faith efforts to hire qualified residents of the City of Denton to work at the Project. As part of this requirement, the Grantee must make a good faith effort to offer available Jobs to qualified Denton residents, as well as to hire Denton contractors and suppliers in construction. (II.H.) a. Did the Grantee comply with the recruiting requirements in Section TIM. of the Agreement in regards to offering available jobs to Denton residents during the year ending December 31, 20_? o YES ❑ NO b. Did the Grantee comply with the recruiting requirements in Section 11.14, of the Agreement in regards to hiring Denton contractors and suppliers in construction during the year ending December 3 1, 20_2 o YES o NO 11L Additional Covenants 3,1 The Agreement requires that the Full-Service Hotel and Restaurant be operated by Approved Franchisors. Please indicate the Approved Franchisor for each for the compliance year ending December 31, 20_: Full-Service HoteL Restaurant: 3.2 The Agreement requires the Grantee to keep the Property in a continuous Upscale Manner. (ILL. }. Did the Grantee comply with the Upscale Manner requirement of the Agreement during the year ending December 31, 20_? o YES o NO 3.4 Has Grantee complied with each of its additional obligations in the Agreement for the year ending December 31, 20—? o YES o NO 4.1 The Economic Development Agreement provides an annual grant of 100% of ad valorem taxes collected and verified by the City for the prior tax year, exclusive of the taxable value of the underlying land or any increase thereof, (ITLA, I). 4.2 The City property taxes paid for January 1, 20 valuation are: MMIM=3 Business Personal Property 4.3 The grant payment for ad valorem taxes requested: $ 4.4 Please attach the most recent Property Tax Notice. I, the authorized representative for O'Reilly Hotel Partners—Denton, LLC, hereby certify that the abow that the Company has fully complied with the Economic Development Agreement during the year ending December 31, 20_, including compliance with the City of Denton Code of Ordinance,%, Texas Department of Public Safety Regulations, and other applicable federal, state, or local law. Cerfl ,ficate of Cowphance Page 3 of 3 W Designation of Authorized Signatory The owners of O'Reilly Hotel Partners - Denton, LLC, a Missouri limited liability company, authorize T jrnothy_O'Reilly to execute all necessary documents related to the Economic Development Agreement with the City of Denton, a Texas municipal corporation, The undersigned has executed this instrument in his capacity as Mana Yer of the company on this 26th day of October, 2015. ....... .. .. .. .. . . .. .......... Nam Timothy O'Reilly 1- 11 OBBIM= Acknowledgement State of Missouri County of Greene This instrument was acknowledged before me on the_d-LO"I'l dayof-&-b—loe,r—, 2015, by jj�mothy s -Denton - _Qjgqj����Hotel Partner ,LLQ Notary Public, State of Missouri CewnlseW 1146M JUSTINE A, POSTORI NO My Commission Expires June 24, 2619 Gleene County N BUSINESS ORGANIZATIONS INQUIRY - VIEW ENT-11Y Page I of I qCC I Business Organizations I Trademarks I Nota I A-ccou"t I H91112_/Fees I Briefcase I ZERO= Formation Date: Tax ID: Fictitious-flame: Jurisdiction: BUSINESS ORGANIZATIONS INQUIRY -VIEW ENTITY 801775766 Entity Type: Foreign Limited Liability Company (LLC) April 25, 2013 Entity Status: In existence N/A l3F.QKN,Rr11,P Last Update August 1, 2015 TIMOTHY B OREILLY Order 1-Return to S.ear N6MES 0 MANAGING MEMBER Address 2808 S INGRAM MILL RD LnstrucCions: . . . . . . . . . . . 4JMD *ress the 'Order' button, littps:#direct,sos.state.tx.us/coi-p_iiiquiry/coi-p_inquiry-entity.asp?spage=ii-igiiit&:Spagefi-.. 11/03/20 ORDINANCE AUTHORIZING RIZI AGREEMENT W ORDINANCE NO, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. r �,CTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement attached hereto on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 30 This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the . . . .............. day of 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WA1;rERS, CITY SECRETARY M APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY =1 Em