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FirstAmendmenttoEconomicDevelopmentProgramGrant
AgreementɋOrdinanceNo.201607603/01/16JR
ORDINANCE NO. 2� i s-374
AN ORDINANCE APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT UNDER
CHAPTER 380 OF THE LOCAL GOVERNMENT CODE TO PROMOTE ECONOMIC
DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY 1N THE CITY OF DENTON
BETWEEN THE CITY OF DENTON AND BUC-EE'S, REGARDING THE DEVELOPMENT
OF AN APPROXIMATE 38-ACRE PARCEL OF LAND GENERALLY LOCATED ON THE
WEST SIDE OF I-35E, NORTH OF W1ND RIVER LANE, IN SOUTH DENTON;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREOF; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, Buc-ee's, LTD. ("Grantee") has made a request of the City of Denton to
establish an economic development program under Chapter 380 of the Texas Local Government
Code ("Chapter 380") to stimulate the development of commercial property within the City of
Denton; and
WHEREAS, the City Council by this ordinance is establishing an economic development
program under Chapter 380 which will stimulate business activity in the City and promote the
public interest (the "Program");
WHEREAS, to effectuate the Program, the City and Grantee have negotiated an Economic
Development Grant Agreement (the "Agreement"), a copy of which is attached hereto and made
a part hereof by reference; and
WHEREAS, the City Council finds that the Program and Agreement promote economic
development and will stimulate commercial activity within the City of Denton for the benefit of
the public; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The recitals and findings contained in the preamble of this ordinance are
incorporated into the body of this ordinance.
,S,ECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement 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 3w. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the � day of ��,��,��,, ����,� , 2015.
�
.._ � � DR:....... .� �, m______...
CHRIS 'ti�J��, � " "
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: �� � �:...� _�� � ���_���...�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
��
BY: _w � .�" :�� � "� ��� � �,,�'� �,����'�,�����
�,� �.
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THE STATE OP TCXAS §
COUNTY OF DENTON §
ECONOMIC DEVELOPMENT AGREEMENT WITH
BUC-EE'S, LTD.
This Economic Development Agreement ("Agreement") is made and e�itered into as of the
effective date provided for below by BUGEE'S, LTD. ("Grantee"), a Texas liinited partnership,
located at 327 FM 2004, I,ake Jackson, Texas, '17566, and the CITY OF DENTON, T�XAS
("City"), a Texas raunicipal coiporation, located at 215 E. MeKinney St., Denton, Texas, for the
purposes and considerations stated below. Gt�antee and the City may be individually referred to as
a"Party" and collectively as the "Parties."
WHEREAS, this �lgreement is authorized pursuant to Article III, Section 52-a of the Texas
Constitution and Chapter 380 of the Texas Local Government Code (the "Act") to promote local
economic development and to stimulate business and commercial activity in the City of Denton;
and
WHEREAS, Grantee owns or is under contract to acquire an approximately 40-acre tract
of land located Southwest of I35 East at Brinker Road, which is within the city limits of the City
of Denton, Denton County, Texas, and is more particularly described in Exhibit A attached hereto
and incorporated by reference as if set forth at length herein (the "Property"); and
WHEREAS, Grantee desires to construct a new f52,000 square foot Buc-ee's travel center,
which will bring �150 new jobs to Denton, along with developing multiple adjacent retail lots for
a total estimated capital investment of $32,000,000 (the "Project"); and
WHEREAS, Grantee agrees to fund $2 million local contribution in support of the Brinker
Road bridge project to be undertaken by the Texas Department of Transpoi�tation; and
WHEREAS, on or about September 1, 2015, Grantee submitted ai1 application to the City
concerning the contemplated use and development of the Property in order to request economic
development incentives pursuant to the Act (the "Grant Application" as showi� in Exhibit B),
representing that the Project on the Property would not occur utlless incenlives are provided; and
WHEREAS, the Grant Application was reviewed by the Economic Development
Partnership Board (the "EDP Board") in accordance with the City of Denton's Tax Abatennent and
Incentive Policy on September 22, 2015, and the EDP Board found the Project meets the
qualifications for tax incentive and recommended approval of the incentive unanimously with a
vote of 6-0; and
WHEREAS, the City Council of the City of Denton desires to provide an incentive in the
form of a grant (the "Grant") to Grantee to develop the Property and hereby finds that the
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contemplated use and development of the Property, the proposed improvements provided for
herein, and the other terms and conditions of this Agreement, will promote economic developinent,
increase employtnent, and stimulate business and commercial activity within the City of Denton
for the benefit of the public and therefore meets the requirements under Chapter 380 of the Texas
Local Government Code; and
NOW, THEREFORE, the City and Grantee for and in consideration of the Property aiad
the promises contained herein do hereby contract, covenant, and agree as follows:
I.
DEFINITIONS
"Eligible Sales Tax Receipts" means the total amount of sales tax received by the City each
month, during the term of this Agreement, as a result of the 'I'otal Taxable Sales generated t'rozn
the businesses located within the Property boundaries.
"Monthly Sales Tax Report" means the monthly report received fi�om the Texas State
Comptroller that shows the amount of Total Taxable Sales for a month period.
"Program Effective Date" means a date at least sixty (60) days following (i) the issuance
of the Certificate of Occupancy for the Buc-ee's Travel Center portion of the Project and (ii) a
written request froin Grantee that Grant be initiated.
"Total Taxable Sales" means the total amoun.t of all sales from which sales and use tax are
collected fi•om businesses located within the Property boundaries.
"Reimbursemeiat Grant" means a monthly grant payment of 50% of Total Taxable Sales
for a period of sixty (60) months to reimburse Grantee for $2 million local match for TxDOT
improvements,
"Balloon Grant" means a one-time cash grant payment at the conclusion of the
Reimburseznent Grant term of an annount equal to $2 million minus the total Reimbursement Grant
paid to Grantee. The Balloon Grairt is o�ily paid in the event that Grantee has not received a full
$2 million Reimbursement Grant at the conclusion of the Reimbursement Grant terin.
"Infrastructure Grant" means a monthly grant payment of 50% of Total Taxable Sales
generated by (a) the Buc-ee's Travel Center and (b) developed outparcels that contain sit-down
restaurants or retail establishments for a period of 240 consecutive months, to commence at the
conclusion of the Reimbursex��ent Grant terin.
"25% Infrastructure Grant" means a monthly grant payment of 25% of Total Taxable Sales
generated by outparcels t11at contain any uses not included in Infrastructure Grant for a period of
240 consecutive months, to commence at the conclusion of the Reimbursement Grant tern1.
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II.
GRANT CONDI']'IONS
A, Grantee covenants and agrees with the City that the City's obligations under this
Agreennent are subject to the fuliillment of the Grantee's obligations under this Agreement, and
Grantee hereby agrees to perform and comply in all material respects to the terms, conditions, and
provisions of this Agreement and in all other instruments and agreements between Grantee and the
City with respect to the financial or other incentives provided herein.
B. Improvements to the 1'roperty shall be made in substantial compliance with the
description of the Project as set forth in the Grant Application. "Improvements" are defined as the
construction, renovation and equipping of the Property as set forth in tlie Grant Application,
including but not limited to costs related to the development and improvement of the real estate,
including, without limitation, construction costs and design and engineering costs. The City
expressly is not obligated in any way to payinent of costs and fees for tl�e Improvements, and is
oaly agreeing to payments as stated herein. The kind and location of the Improvements is inore
particularly described ii� the Grant Application. For the construction of Improvements Grantee
shall comply with all applicable City of Denton Code of Ordinances, the City's Tax Abateinent
and Incentive Policy, '1'exas Department of Transportation Regulations and any other applicable
federal, state, and local law.
C. Grantee agrees to fund the $2 million local contribution in support of the Brinker
Road bridge project to be undertaken by the Texas Department of Transportation.
D. Grantee agrees to take certain measures to protect the neighborhood, including:
design and construct the Buc-ee's Travel Center in substantially the same location depicted on the
preliminary site plan attached hereto as Exhibit C; preserve the trees along the back property line
abutting the single family homes to the maximum extent possible; provide and install a lighting
system designed by a photometric engineer that minimizes light impact to the neighborhood, which
shall be no more than .25 foot-candles of illumination at the single-family property line; retain and
amenitize the existing pond area with access, walking trails, and seating, as determined by Grantee;
and provide an opportunity for the homeowners whose property lines directly border the
development to give input regarding the required landscape buffer and the required masonry and
wrought iron walls to be constructed.
E. Grantee shall use good faith efforts io hire qualified residents of the City of Denton
to work at the Project. In conjunction with the initial hiring of personnel for the new available
jobs created, the G��antee shall make good faith efforts to offer available positions to qualified
Denton area residents over non-residents who are similarly qualified as determined by the Grantee
consistent with business needs and its commitment to equal opportunity and subject to all
applicable local, state and federal employment laws. Moreover, Grantee shall use a good faith
effort to hire local Denton contractors and suppliers in constructing the Ianprovements where
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qualified and available.
F. Grantee is duly authorized and existing under U.S. law and is in good standing
under such laws, and is registered to do business in the State of Texas.
G. Payments shall be issued to Buc-ee's, Ltd. unless an approved assignment occw•s
under XVII herein, and in which case payment shall be directed to the entity assigned rights under
this Agreement,
H. The Property is not in an improvement project financed by tax increment bonds.
I. Neither the Propei�ty nor any of the Improve�nents to the Propez•ty are owned or
leased by any member of the City Council, nor any member of the City Planning and Zoning
Commission,
J. This Agreement is subject to rights of holders of outstanding bonds of the City, if
any.
K. In the event of any conflict between the City of Denton Code of Ordinances and
federal, state, o�• other local regulations, and this Agreement, such ordinances and/or regulations
shall control.
L. In accordance with Chapter 2264 of the Texas Governinent Code, Grantee shall not
knowingly employ any person for or at the Project who is not lawfully admitted for permanent
residence to the United States or who is not authorized under law to be employed ii� the United
States ("Undocumented Worker"), During tl�e term of this Agreement, Grantee shall notify City
of any complaint brought against Grantee alleging that Grantee have knowingly employed
Undocumented Workers on the Property. In the eve�rt that Grantee are convicted of a felony
violation under federal law for employing an Undocumented Worker on the Property, grant
payments shall be terminated.
III.
TERMS OF GRANT
A. Subject to the terms and conditions of this Agreement, the City hereby agrees to
pay to Grantee the Reimbursement Grant, in monthly installments, Gra�lt payments for a period of
60 consecutive months, an amount equal to 50% of Eligible Sales Tax Receipts generated from
businesses located within the Property boundaries following the Program �ffective Date, Grantee
may designate the first day of any month to be the Pro�;ram Effective Date by providing written
notice to the City at least 60 days prior to the requested Program Effective Date.
B. Further, and subject to the terms and conditions of this Agreement, at the conclusion
of the Reimbursemeni Grant term, the City l�ereUy agrees to pay Grantee a one-time cash grant
payment, the "Balloon Grant" equal to $2 millioxl minus the total Reimbursement Grant paid to
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Grantee. The Balloon Grant is only paid in the event that Grantee llas xiot received a full $2 million
Reimburse�nent Grant ai the conclusion of the Reiinbursetnent Grant term,
C. Further, and subject to the terms and conditions of this Agceement, the City hereby
agrees to pay to Grantee the Infi•astructure Grant, in monthly installments, for a period of 240
consecutive months, an amount eyual to 50% of Eligible Sales Tax Receipts generated by (a) the
Buc-ee's Travel Center and (b) the developed outparcels that contain sit-down restaurants or retail
establislvnents, coinnneiici�ig on the first month following the conclusion of the Reimburseinent
Grant term.
D. Further, and subject to the terins and conditions of this Agreement, the City hereby
agrees to pay to Grantee the 25% Infrastructure Grant, in monthly installments, for a period of 240
consecutive months, an amount equal to 25% of Eligible Sales Tax Receipts generated by
outparcels that contain any uses not included ii� Tnfrast��ucture Grant, including fast food
restaurants, drive-through uses, and other commercial or service uses, commencing on the iirst
month following the conclusion of the Reimbursement Grant terin.
F, This Agreement shall be effective as of the datc executed by both Parties. At any
time following execution of this Agreement and following the issuance of the Certiiicate of
Occupancy for the Buc-ee's Travel Center portion of the Project, Grantee may designate the first
day of any month to be the Program Effective Date by providing written notice to the City at least
60 days prior to the requested Prograin Effective Date.
G. This Agreement will terminate 276 months after the Program Effective Date.
IV.
INSTALLMENT PAYMENTS FOR GRANT
For each month durii�g the te�•�n of this Agreement following the Program Effective Date,
the City agrees, subject to the conditions contained in this Agreement, to make the Grant
installment payment to Grantee on or before thirty days following the City's receipt from the State
Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales fi•om the businesses
located within the Property boundaries. The Grant installment payments shall be calculated as
provided in Section V.A of this Agreement. Grant installment payments may be withheld at any
time if there are delinquent property taxes on any property owned by Grantee and located in
the City, and such installinent payments will not be resumed until such delinquency is cured.
V.
CALCULATION OF 1NSTALLMENT PAYMENTS
A. Grant monthly installment payments during the term of this Agreeinent shall be
calculated as a percentage, as defined in this Agreement, of the Eligible Sales Tax Receipts, as
established by the inost i�ecent State Comptroller's Monthly Sales Tax Report. The City's
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obligation to make such paytnents is contingent upon the City's receipt of the Moi�tl�ly Sales Tax
Report; provided, however, if the State Com.ptroller ceases to issue Monthly Sales Tax Reports,
the City and Grantee shall cooperate to arrive at a reasonably equivalent and mutually agreeable
alternative �nethod of computing the Program Grant monthly installnnent paynlents.
B. Any adjustments resulting from overpayment or underpayinent of sales tax by a
retail business located within the Property boundaz•ies will be reflected in the monthly Program
Grant installment payment in which such overpayment or underpayment was reported by the Sta�e
Comptroller. If for any reason the City is required to remit to the State Comptroller sales tax
previously collected on reported sales within the Properly boundaries, the next scheduled Grant
installment payment will be adjusted by the amount of overpayment or underpayznent. Should the
adjustment result in a negative Grant installment payment due, Grantee will remit the balance to
the City within 30 days.
VI.
OTHER GRANTEE OBLIGATIONS
In consideration of the Grant, Grantee agrees as follows:
A. In the event of retail tenant turnover, Grantee shall diligently seek to obtain quality
retail tenants that are new to the Denton retail market. However, existing Denton retail businesses
shall not be prohibited from leasing or owning retail space at the Property.
B. The Property will not be conveyed during the term of this Agreement to any entity
whose ownership of the Property would cause the Property to become exempt or partially
exempt from ad valorem taxes unless an agreement with the City to ensure a program of
payinents in lieu of ad valorem taxes has first been agreed upon.
VII,
AUDITS AND MONITORING
During the term of this Agreement, the City reserves the right to conduct audits of
the sales and use tax records of Uusinesses located within the Property if, in the sole opinion of
the City, such action is determined to be necessary. Grantee agrees upon request to use reasonable
efforts to assist the City in obtaining such records from tenant taxpayers. Failure to provide such
assistance shall be grounds for default, ai�d City �nay withhold any Infi�astructure Grant payment
or any 25% Infi•astructure Grant payment related to said tenant taxpayers until such assistance is
provided. During the term of this Agreement, the City will keep, or cause to be kept, copies of the
Monthly Tax Reports and proper and current books and accounts in which complete and
accurate entries shall be made of the amount of sales taxes received by the City from the State
of Texas attributed to retail sales within Froperty boundaries and such other calculations,
allocations aiid payments required by this Agreement.
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VIII.
DEFAULT
If a party fails to perform any of its obligatio�is under this Agreement and such failure is
not cured within 30 days after written notice, the failure of the non-perforining party to cure within
such 30 day period (or to com�nence to cure if the nature of the failure cannot reasonably be cured
within 30 days) shall constitute a default under this Agreement and shall entitle the non-defaulting
party to all remedies available at law or in equity (including injunctive relieF, specific performance,
and suspending or withholding Grant payments).
IX.
MUTUAL ASSISTANCE
The City and the Grantee shall do all things necessary or appropriate to carry out the terms
and provisions of this Agreement and to aid and assist each other in carrying out the terms and
provisions of this Agreement.
X.
INDEMNITY
It is understood and agreed that Grantee in performing its obligations hereunder is actii�g
independently and the City assumes no responsibilities oz• liabilities in connection therewith to
third parties and Grantee agrees to defend, indemnify and hold harmless the City fi•ocn and
against any and all claims, suits, and causes of action of any nature whatsoever arising
out of Grantee's obligations hereunder. Grantee's indemnification obligations include the
payment of reasonable attorney's fees and expenses incui•red by the City in comlection with such
claims, suits, and causes of action.
XI.
REPRESENTATIUNS AND WARRANTIES BY THE CITY
The City represents and warrants that:
A. The City is a home rule Texas municipal corporation and has the power to enter
into and has taken all actions to date required to authorize this Agreement and to carry out its
obligations hereunder;
B. The City lcriows of no litigation, proceedings, initiative, referendum, investigation
or threat of any of the same contesting the powers of the City or its officials with respect to this
Agreement that has not been disclosed in writing to Grantee;
C. The City knows of no law, order, rule or regulation applicable to the City or to the
City's governing docuir►e�lts that would be contravened by, or conflict with the execution and
delivery of this Agreement;
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D. This Agreement constitutes a valid and binding obligation of the City, enforceable
according to its terms, except to the extent limited by banlcruptcy, insolvency and other laws of
general application affecting creditors' rights aild by equitable principles, whether considered at
law or in equity, Subject to the indemnity provided by X. of this Agreenlent, the City will defend
the validity of this Agreement in the event of any litigation arising hereundei� that names the City
as a party or which challenges the authority of the City to enter into or perform its obligations
l�ereunder, City recognizes that Grantee inteilds to commence construction and expend substantial
monies in reliance upon the accuracy of the representation and warranty of the City as set forth iii
this section.
XII.
REPRESENTATIONS AND WARRANTIES BY GRANTEE
Grantee represents and warrants that:
A, Grantee is a Texas limited partnership duly organized and validly existing under
the laws of the State of Texas and is, or will prior to the effective date of this Agreeinent, be
qualified to do business in the State of Texas; has the legal capacity and the authority to enter into
and perform its obli�ations under this Agreement, upon acquisition of all or a portio�l of the
Property;
B, The executio�i and delivery of this Agreement and the performance and observance
of its terms, conditions and obligations have been duly and validly authorized by all necessary
action on its part to malce this Agreement;
C. Grantee luiows of no litigation proceeding, initiative, referendum, or investigation
or threat of any the same contestin� the powers of the City, Grantee or any of its principals or
offtcials with respect to this Agreement that has not been disclosed in writing to the City; and
D. Grantee has the necessary legal ability to perform its obligations under this
Agreement and has tlie necessary financial ability, through borrowing or otherwise, to construct
improvements on the poi�tions of the Property that Grantee may acquire. This Agreement
constitutes a valid and binding obligation of Grantee, ei�forceable according to its terms, except to
the extent limited by bankruptcy, insolvency and other laws of general application affecting
creditors' rights and by equitable principles, whether considered at law or in equity,
XIII.
RIGHTS OF LENDERS AND INTER�STED PARTIES
The City is aware that finai�cing for acquisition, development, and/or construction of the
improvements required by this Agreement may be provided, in whole or in part, from time to time,
by one or more third parties, including, without limitation, lenders, major tenants, equity partnea�s
and purchasers or developers of portions of the Property (individually, an "Interested Pat�ty" and
collectively, "Interested Parties"). In the event Grantee fails to perform any of its obligations under
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this Agreement, all notices to which Grantee is entitled under XVIII of this Agreement shall be
provided to the Interested Yarties at the same time they are provided to Grantee (provided the
Interested Parties have previously been identified to the City and provided their notice addresses
to the City). If any Interested Party is perz�nitted under the terms of its agreement with Grantee, to
cure the event of default and/or to assume Grantee's position with respect to ihis Agreement, the
City agrees to recognize such rights of the Interested Pai�ty and to ntherwise permit the Interested
Party to cure the event of default and to assume all of the rights and obligations of'Grantee under
this Agreement. The City shall, at any time upon reasonable request by Grantee, pi�ovide to any
Interested Party an estoppel certificate or otller document evidencing that this Agreement is in fiill
force and effect ai�d that no event of default by Grantee exists hereunder (or, if appropriate,
specifying the natux•e and duration of any existing event of default). Upon request by any Interested
Party, the City will enter into a separate assumption or simila�• agree�nent with such Interested
Party, consistent with the provisions of this section.
XIV.
COMPLIANCE
This Agreement shall be conditio�led upon and subject to compliance with all applicable
federal, state and city laws, oi•dinances, rules and regulations, including, without limitation, all
provisions of the Development Code of the City of Denton.
XV.
LIMITATION
This Agreement shall never be construed as constituting permission or authority for
development or construction pursuant to Chapter 24S of the Texas Local Government Code.
XVI.
ENTIRE AGRE�MENT; CHANGES AND AMENDMENTS
This Agreement constitutes the entire agreement of the Parties with regard to the subject
matter hereo£ Except as specifically provided otherwise in this Agreetnent, any alterations or
deletions to the terms of this Agreeinent shall be by written amendment executed by both Parties
to this Agreement.
XVII.
SUCCESSORS AND ASSIGNS
This Agreement shall be binding on and inure to the benefit of the Parties, their respective
successors and assigns. Grantee may assign all or part of its rights and/or obligations in or to or
under this Agreement upon written notice to the City of such assignment. The City may execute
an amendment to this Agreement evidencing the assignment and the City's execution of said
amendment to the Agreement shall not be unreasonably withheld or delayed, Notwithstanding
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anything contained herein to the contrary, Grantee may assign this Agreement without the consent
of the City, provided Grantee retains inore than 50% of the controlling interest (whether by stock,
partnership or otherwise) in that portion of the Property that contains the tnall. In addition, without
the consent of the City, Grantee may assign this Agreement to any lendea• ("lender") providing a
loan to Grantee and T,ender shall be entitled to succeed to Grantee's rights under this Agreement
if Lender obtains titic to Grantee's portion of the Propeirty by foreclosure or deed-in-lieu of
foreclosure. Lender may assign any rights so acquired to a purchasex� of all or a portion of the
Property from Lender following any such foreclosure or deed-in-lieu of foreclosure; provided,
however, that such assignment by Lender shall be subject to the provisions of this Section. If an
assignee agrees in writing to be bound by the terms and conditions of this Agreement a�ld executes
an amexldnnent to this Agreement sfiating same, the assignor shall be released as to the obligations
assigned but not as to any obligations or liabilities of the assignor to the City that arose prior to the
assignment,
XVIII.
NOTICE
Any notice and/or statenlent requi�•ed or permitted to be delivered shall be deemed
delivered five business days after being deposited in the United States mail, certifed witli return
receipt requested, postage prepaid, addressed to tl�e appropriate party at the following addresses,
or at such other addresses provided by the Parties in writing. Any such notice and/or stateinent
shall also be deemed delivered wlien delivered by a nationally recognized delivery company (e.g.,
FedEx or UPS) with evidence of delivery signed by anyone at the delivery address.
If to Grantee:
Buc-ee's, Ltd,
Attn: Beaver Aplin
327 FM 2004
Lake Jackson, Texas 77566
(979) 230-2920
If to the City:
City of Denton
Attn: City Manager
215 E. McKinney
Denton, Texas 76201
Phone: 940.349.8307
Fax: 940.349.8596
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With a copy to:
City of Denton
Attn: City Attorney
215 E. McKinney
Denton, Texas 76201
Phone: 940.349.8333
Fax: 940.382.7923
XIX.
VENUE
The obligations of the Parties are performable in Denton County, Tcxas, and if legal action
is necessary to e�lforce this Agreement, exclusive venue shall lie in Denton County, Texas.
XX.
APPLICABLE LAWS
This Agreement is made subject to the provisions ofthe Cha�•ter and ordinances of the City,
as amended, and all applicab(e state and federal laws.
XXI.
GOVERNING LAW
This Agree�nent shall be governed by a�id construed in accordance with the laws and court
decisions of the State of Texas.
XXII.
BENEFIT OF AGREEMENT
This Agreen�.ent is executed solely for the benefit of the Parties and their successors and
assigns, and nothing in this Agreeinent is intended to create any rights in favor of or for the benefit
of any third pai�ty.
XXIII.
LEGAL CONSTRUCTION/PARTIAL INVALIDITY OF AGREEMCNT
In case any one or more of the provisions contained in this Agx•eement shall for any reason
be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and it is the intention of the Parties to
this Agreement that in lieu of each provision that is found to be illegal, invalid or unenforceable,
upon written, �nutual agreernent of both parties and approval of the City Council, a provision be
added to this Agreeinent which is legal, valid and enforceable and is as similar in terms as possible
to the provision found to be illegal, invalid or unenforceable.
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XXIV.
FORCE MAJEURF.
If, because of flood, fire, explosions, civil disturbances, strikes, war, acts of God, or other
causes beyond the control of either Party, either Party is not able to perform any or all of its
obligations under this Agreement, then the respective Party's obligations hereunder shall be
suspended during such period but for no longer than such period of time when the Party is unable
to perform.
EXECUTED and effective as of the /............_ day of �' �,, � �,����_ , 2015, by the
City, signing by and through its City Manager, duly authorized to execute same by action of the
City Council, and by Grantee, acting through its duly authorized officials.
CITY OF DENTON, °����"�� ��
��"� ���.��' .,�
�r����� C PBELL, CI�TY�MANAm�
"� � � ���
GER
ATTEST:
�'��� �����*�������.� �' rv��r
��; '�iFER WALTERS, CITY �� � �"T"ARY
APPROVED AS TO LEGAL FORM;
�.�� ��
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._.._.. �� � ��,� � �:j����___ �...._
ANITA BURGESS, � l"� � ATTORNEY
GRANTEE;
BUC-EE' S, �""�:�., a Texas limited partnership
By: AHA« �' *a�". � �c� �r� l �� ° �.�aIT
BY� � . ... �. �.
Arch H. Aplin �� r � ���������
ACKNO"�r"�,i^�1� 1���f"1"��
Page 12
s:llegallour documenls\conlracts\I S\buo-ees edn final.docx
STATE OF "I'EXAS
COUNTY OF DENTON
`1°1�� foregoing �° �raat���,��� ���^�.lc��r������t Agreement was executed before me oi� the
��° ,� day of _mmm ���� _mm ,, 2015, by George C. Campbell, City Manager of
the City of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal
Corporation,
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�""��� ��° ������0�� u'°�0�'`� "������� ���� ���°�°��� � Notary Public in and for the State of Texas
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STATE OF TEXAS
COUNTY OF BRAZORIA
The �`�,����+�����, �;�c��������i�; Development Agreement was executed before ine on the
�_� ___ day oi ���� ���a 2015, by Arch H. Aplin III, President of AHA-
GP, L.C., a Texas limited liability company, a general partner of Buc-ee's, Ltd., a Texas limited
partnership, oii behalf of said limited liability company and limited pa�-tnership.
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I T T T HI H Y 35- VIC - 2.13 AC
Being all that certain tract of land situated in the Daniel Lombard Survey, Abst�act Number
784, in the City of Denton, Denton County, Texas and being all of a tract of land described
in the deed to Mayhill Partners, LP, as recorded in Document Number 2006-136804,
of said Real Property Records;
BEGINNING at a'/" iron rod found in the South right-of-way of Interstate I-35E for the North
corner of said Mayhill tract and the Northeast corner of a tract of land described in the deed to
The State of Texas, as recorded in Document Number 201491877, of said Real Property
Records;
Thence South 51 degrees 31 minutes 30 seconds East with said I-35E and Northeast line of
said Mayhill tract a distance of 738.18 feet to a'/z" iron rod found for the East comer thereof and
the North comer of Lot 1, Block A, of Action Carpet Addition, an addition to said City, according
to the plat thereof recorded in Cabinet N, Page 356, Plat Records of said County;
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Thence North 32 degrees 41 minutes 56 seconds West with said common line a distance of
694.21 feet to a TXDOT monument found for the Southeast corner of said State tract;
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2014 Tax Abatement Policy Exhibit B
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Page 11 of 19
2014 Tax Abatement Policy
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327 FM 2004, Lake Jackson, Texas 77566
.. � .,,,m„______.. __, .. ..nnnnnnnn� ..........�_______ �
phone: ( W µ W µ0 2920 I Fax No.
wTele..�. .. 979) 23�. ... ....... ...A,.....�m .._� ,�l ...
Website: www.bnc-ees.com
: ��fi"'i .f�TsS�� , iFi"T;3■ Ei�i�Sl Ti1 ii'i"I
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Telephone (979} 230 2929 F�ac 2�To.
Email Address: beaver@buc ees.com �� � ------- ---- ---- �
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Applicant has opened 25 stores in the past 15 years.
Provide a record of inergers and financial restructuring durirtg the past 15 years.
None....�.......� . � ......�.....�� _........ W_.., ��..,��.�.,.,.,.,.,., ... .........
Will the occupants af the project be owner or lessee? If lessee, are occupancy cammitments already
existing?
er
Is the project a relacation of existing facility or a new facility to expand operations? If relocation, give
curi°ent location. New facility
. �,
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2(714 Tnx ?.baterr�ent Policy
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If an e�cisting Denton business, will project result in abandonment of existing facility? If so, the value of the
existing facility will be subtracted from the value of the new facility to arrive at total project value. N/A
, ��. �. � �� �
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Current Value. Attach copy of latest property tax staternent from the Dentan County Central Appraisal
Distrlct Include bath real (land and impravements} and personal property). [Attached]
- , � � �' - �� . - � � , ���� � � r �� �� �� � � � 1 1 f ���� 1
Structures $
____ ...................._...rv......�...........................__.....����..,.�_.... ..�.
Personal Property �
Site Development $
Other Improveme �" .m_.__..—
nts $
10. Indicate percent af tax abatement and number af years reqnested.
m ... ....... ............M.� ....................................... _�. .... _n , . . . . _..– .. .... ... _ ___
Percent Requested Zero Years Requested Zero
List any other financial incentives this project will request/receive
�c���t�d �'�°e��cax°t :�:ax�unptucrn
Estirnated Electric Utillty Industrial Development Rider
Estimated Water/Wastewater Infrastructure Assistance
Chapter 38b Incentive
�
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1.:�. Give a brief description of the activities to be performed at this location, including a description of products
to be produced and/or services to be provided.
uc-ee's travel center , snacks, drinks, coffee's , full line of baked on site bakery ite s, home ade
Fudge , fnll deli enu ade on site , sandwiches , Pnlled Pork , reakfast Tacos , Fajita Tacos ,
breads, homemade potato chips , jerky, smoked meats, gifts for travelers, fael , general merchandise ,
clothing , hunting, �shing, cookware, outdoor snpplies , and of course restroo s
12. Desci°ibe any off-site infrastructure requirements;
►,,. �
20t4 'C�se �b�tezneat P�licy Exhibit B
• Water: Applicant proposes to loop the City's public water line by extendiug the water line located
on the adjacent multi-family tract to IH-35E. Applicant further proposes to extend the City's
public water line throughout the proposed subdivision to provide water to all lots within the
proposed subdivision.
• Wastewater: Applicant proposes to extend the City's public wastewater line located on the adjacent
multi-family tract throughout the proposed subdivision to provide wastewater service to all lots
within the praposed subdivision.
� Streets: Applicant proposes to connect the unnamed City Street contiguous to the northern
boundary of the property to the proposed IH-35E / Brinker Road intersection. Applicant proposes
to connect the multi-family and movie theatre tract situated south of the property to the proposed
IH-35E / Brinker Road intersection. Applicant proposes to partner with the City of Denton to fund
the 20% local contribution in support of the Brinker Road bridge project to be undertaken by the
Texas Department of Transportation.
� Drainage: Applicant proposes to participate with the Texas Department of Transportation in the
design and construction of a combined (private/public) storm sewer system se►ving the property
and the upstream drainage basin.
� �-
I� �� ' � � � �- .i � ` ,.� . . �,, �. . ,�� ♦ �,. . ��i � � �- 4,�. . . � .w ,.�,
, ..�..,� .. r.. �. . . ,.,.,. .,.,. ,,,,.. ... ..,,w. .,.,.,. ,m ........... . ..... ........._.
At Project
Existing Start Date At Term of
Employment Information Operation (mo/yr) Incentive
(if applicable) /
�._..._..._— ............................_.._ �_____.�.... ..�....�....._....�......�.�.�.�.�..........
A. Total number of permanent, full-time jobs Buc-ee's only 150 200
.....$`�......Ern�.lo .e...........�..� ..........................�........orn...ol......�.............................................�.w................................................................� __ .________.....____________
p y es ansferred fr its'de Denton 10 5
� .... ..... � .. ... .......... a._..� . _ � �,.,_� .�_
C. Net permanent full-tlme jobs (A, minus B) 140 195
____.--_— _w_ ...� ...�m . ............�
E. Total ual payroll for all perrnanent, full-t° e ' 3,000,000.00 ?
jobs (A.}
�. , . ,� � .�
2614 Tax Abatement F°olicy Exhibit B
F. Types of jobs created. List the job titles and number of pasitians in each categoiy that will be
employed at the facility. Pravide average wage for each category.
Cashier -12.00 -14.00 per br, 3 weeks' vacation, insurance F �� �
, ood Sei•vice -13.00 -15.00 per hr 3
weeks' vacation, insurance , Team Leader -14.00-17.00 per hr. 3 weeks' vacation, insurance
Assistant Managers -17.00 - 30.00 , 3 weeks' vacation , insurance ,
G. Indicate the number af shifts the �roiect will operate
3
H. Estirnate annual utility usage for project:
�l�ctrzc kWh Water gpd
Wastewater gpd � C"ras mcf
14. T�escrybe �ny other d�rect henefits to the Cliy of I��ratca� as a r�sult of this project (e,g,, sales ta;c r��rea�ue or
project elerrients ide�tx�ed i� T'�x Abat�rr�e�t Folicy, S�c�ian III),
15, Is prop�rty zo��d appr�pr�ately? l'es No
- --- — .................._..........................
Current zoning. RCC-D
Zomng requ�red for proposed projec..... ........ ... ... ....... ..
t. RCC-
- - ........�.� ............................�.....�_
Anticipated variances. Freeway siga
16. Is property platted? Yes No
Will....repl�%�� be necess .... 'Y es ................. ---- No (platting wi.�. ............... ......_.
1 be necessai°y)
-- ---------------- - .,, .,..,,.. ..._
17. Discuss any environmental impacts created by the project.
A. List an . a... . .. . .,...... _ _ - ----- —....._ . . ...
y permrts for which applicant must apply. Applicant will be required to provide City with copies
of all applications for environmental permits upon cornpletion of application(s). N/A
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2d14 TaxAbaternent Policy Exhibit B
18. Provide specifc detail of any businesses/residents that will be displaced and assistance that wgll be ava°l
i abie
n���� •��- �� r
19. Provide description of any histarically significant area included within the praject's area as determined by the
Historic preservation Officer. Tf any, give detail of how the historically significant area will be preserved.
_____ ________________ �w�.....__...............��....................... —. ... . W .. � ....,.,
N/A
M. ���� � ...� � � . ���� - . �� �� � ' �� ����` !♦ ♦ `� �
_ . � , s . _ . , _ . . � �� � �� � � _ _ ��; . � � � _
, ��
project. Submit attachments if necessary.
28 million in Tx Dot improvements with 2 million contributed directly thru partnership ,40 acres from
farm to retail / food , estimated total tax revenue to C'rty of $700,000 annually after incenfrve
Requested 3/a % of sales tax collected for 25yrs . thrn this agreement developer will be able to develap
project , fund the 2 illion dollar local match.
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n, p g y .... .......... . _ p.... sc
Occu yes buildin vacant for at least 2 ears Donation of materials to ublic hools
...�Pro'ect cr .... ....m�..,n.,�....���n�_���n_ _ _...—_ _ � ..� ......_ _.— ........ �. _....._�..
� eates high-skilled, high-paying jobs Tmp�•a�verner�ts to IIawntowrd
g . _..� p . . _„_________.__ _ __.----- __._ , ... p ___ _— ...�.
Si ntficant relationshi with untvei°sities Pro ect f°orms business ark
es 25%0 of new obs filled b Denton residents International or national h����������� �� ���� �— —�
y j y eadquat�ters
. ....... .. .._ ................... .��._n.m,�......._�........__..__ __....... ... .......n.� .__ _— ._�
? 25% Pocal c��tractors tc� be utiliz�d Medical mannfact�u�ing or research facility
_�.._---- ...... ............... �........n ..� ..... .. ..._ ......� .�. .._.....� _
25°/O of jobs are knowledge-based Environmentally sustainable practices used
�. . ..... . _...... .m..� m. _ � ..... ... . . . ... w .... .. � � � ............. .... �....._n.,.� ___ --
Donation of significant public art 32en�vvable Et��r�y �enerated/stored/�tilized '
eS .....Communi _ su ort and involve�.�.... ........ .. ......_.. ..,... .. .......,
y ty pp ment: Attach descriptian af co unrty involvement
r i��"� �� �� - • � � r ���� . � r � �
a business plan.
23, Does the p1°oject have an eligible environmentally sustainable or renewahle energy component (if so, please
identify type and provide a brief description}?
r � � �
201�R ".9'axc A,1��tementk'alicy Exhibit B
24. AppIicants se�king LEED certificaiion must co2nplete ihe Green Bt�ilding AppIication far Ta:c Abatement
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2014 T'a�c Abatement Policy Exhibit B
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Telephone Faac No
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Websit�
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Tel�phon� � Fax No
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�mail Address
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4. Provide a description of the project (please include the building size, nurnber of occupants and estimated
budget}.
Attach a preliminary Leadel°ship in Energy and Environmental Design (LEED} Scorecard illustrating how
project w'ill achieve the LEBD certification.
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2014 ".i'�rrr. l�k�aYen�.ent i'al�cy Exhib°tt B
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Authorized Signature
Date:
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