2016-343s:\LegaROur Documents\Ordinances\16\WGBP TAA Ordinance FINAL.doc
*RDINANCE NO.
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A TAX ABATEMENT
AGREEMENT WITH WGBP INVESTMENTS, LTD; SETTING FORTH ALL THE RE-
QUIRED TERMS OF THE TAX ABATEMENT AGREEMENT IN ACCORDANCE WITH
THE TERMS OF CHAPTER 312 OF THE TEXAS TAX CODE; SETTING FORTH THE
VARIOUS CONDITIONS PRECEDENT TO WGBP INVESTMENTS, LTD, RECEIVING
THE TAX ABATEMENT; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVID-
ING AN EFFECTIVE DATE.
WHEREAS, on the 22 nd day of March, 2016, after a public hearing duly held in accord-
ance with §201 of Chapter 312, Texas Tax Code (the "Act"), the City Council passed Ordinance
No. 201-086 • • Reinvestment Zone No. XIII, City of Denton,Texasas a commercial/industrial reinvestment • - for tax abatement- - authorized
Title 3, Chapter 312, Subchapter B of the Act; and
WHEREAS, on day of 1 ' Investments, LTD,
Lim-
ited Partnership whose principle • - of business is located at 525 S. Loop 288, Suite 105,Den-
ton, Texas 76205,• -• a City of Denton Incentive Application• attachments to
concerningthe City • • r # use of _ property locatedZone;and
WHEREAS, on the 7 1h day of April, 2015, the City Council approved an Economic De-
velopment Grant Agreement with WGBP Investments, LTD; and
WHEREAS, on the 26 1h day of January, 2016, WGBP Investments, LTD, sent a letter to
the City of Denton requesting the existing Economic Development Grant Agreement be replaced
with a Tax Abatement Agreement because a Tax Abatement Agreement with a municipality is a
prerequisite for Denton County's consideration of a County Tax Abatement Agreement; and
WHEREAS, the City Council finds that the contemplated use of the premises and the
contemplated improvements to the premises, as indicated by WGBP Investments, LTD, are con-
sistent with encouraging the development of the Zone in accordance with the purposes for its
creation and are in compliance with the Denton Policy for Tax Abatement and Incentives; and
WHEREAS, the City Council deems it in the public interest to enter into a Tax Abate-
ment Agreement with WGBP Investments, LTD; NOW, THEREFORE,
SECTION 1. The findings contained in the preamble to this Ordinance are true and cor-
• are .••p'-• as a part of • - • •
SECTION 2. The City Council finds and determines the following:
A. The contemplated use of the premises and the contemplated improvements of the
premises, as indicated by WGBP Investments, LTD, are consistent with encouraging
sAlegahour docurnents\ordinances\1 6\wgbp taa ordinance final.doc
the development of the Zone in accordance with the purposes of its creation and are
in compliance with the Denton Policy for Tax Abatement and Incentives.
B. The City Council finds that the improvements sought by WGBP Investments, LTD
within the Zone are feasible and practical and would be a benefit to the land to be in-
cluded in the Zone and to the City after the expiration of the Tax Abatement Agree-
ment to be entered into with WGBP Investments, LTD.
C. The City Council finds that the Tax Abatement Agreement contains all the terms
which are mandatorily required to be included in any tax abatement agreement under
§312.205 of the Act.
D. In accordance with §312.2041 of the Act, the City Council finds that not later than the
date on which the City Council considered this Ordinance, and not later than the sev-
enth day before the date the City enters into a Tax Abatement Agreement with WGBP
Investments, LTD, that the City Manager, through the Director of Economic Devel-
opment, who are hereby designated and authorized by the City Council to give such
notice, delivered to the presiding officer of the Denton Independent School District
and Denton County a written notice that the City intends to enter into this Tax
Abatement Agreement with WGBP Investments, LTD, and that this notice included a
copy of the proposed Tax Abatement Agreement in substantially the form of the Tax
Abatement Agreement attached to this Ordinance.
E. Before the passage of this Ordinance, the City Council held a public hearing in ac-
cordance with §312.201 of the Act and created Reinvestment Zone No. XIII.
F. The City Council finds that the project within Reinvestment Zone No. XIII is a rede-
velopment and expansion of an existing business as defined in the Tax Abatement
Policy and requires additional incentives to promote economic development that gen-
erally satisfies the requirements of the policy and the City Council hereby authorizes
a tax abatement of a maximum of 75% on the increased valuation of the Taxable Real
Property improvements and tangible personal property as more particularly described
in the Tax Abatement Agreement attached hereto and made a part hereof by reference
as Exhibit "A" (the "Tax Abatement Agreement").
SECTION 3. The Mayor, or in his absence, the Mayor Pro Tem, is hereby authorized to
execute the Tax Abatement Agreement with WGBP Investments, LTD in substantially the same
form as the Tax Abatement Agreement attached as Exhibit "A".
SEVTION 4. The City Council hereby instructs and authorizes the City Manager to in-
spect, audit, and evaluate the progress of WGBP Investments, LTD to determine if it has met all
of the conditions of the attached Tax Abatement Agreement prior to the tax abatement going into
effect.
WFM�
sAlegahour docurnents\ordinances\1 6\wgbp taa ordinance final.doc
SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Or-
dinance, or application thereof to any person or circumstance is held invalid by any court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this
Ordinance, and the City Council of the City of Denton hereby declares that it would have enact-
ed such remaining portions despite any such validity.
SECTION 6. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of 2016,
t� wk
Cl. 1�'ATTS, MAYOR
�s /
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
. . . . .. ... . . . ........... . ...... . ......
Page 3 of 3
This Tax Abatement Agreement (the "Agreement") is entered into by and between the City
of Denton, Texas (the "City"), duly acting herein by and through its Mayor, the City Hall of which
is located at 215 E. McKinney St., Denton, Texas 76201 and WGBP Investments, LTD, a Texas
Limited Partnership whose principle place of business is located at 525 S. Loop 288, Suite 105,
Denton, Texas 76205 (the "Owner"), duly acting herein by and through its authorized officer,
Brandon Martino, its President and Managing Member of its General Partner, Orison Holdings,
L.L.C.
WHEREAS, Chapter 312 of the Tex, Tax Code provides the authority for the City to enter
into a tax abatement agreement so long as it has adopted guidelines and criteria governing tax
abatement agreements and a resolution stating that it elects to become eligible for such agreements
("the Act"); and
WHEREAS, on the 6th day of May, 2014, the City Council of Denton, Texas (the "City
Council") adopted Resolution R2014-016 and on the 5th day of April, 2016 adopted Resolution
R2016-009 consisting of the Denton Tax Abatement and Incentive Policy (the "Policy"), a copy
of which is on file in the City of Denton Economic Development Office and which is incorporated
herein by reference and the City is therefore eligible to enter into such agreements; and
WHEREAS, the Owner owns the land and improvements located at Lots 2-3, Block A,
Western Gate Business Park Addition, City of Denton, Denton County, Texas and more particu-
larly described in Exhibit A attached hereto (the "Premises"), as well as Lot 1, Block A, Western
Gate Business Park Addition, Denton, Texas; and
WHEREAS, prior to the effective date of this Agreement, Owner constructed Improve-
ments (as defined herein) on Lot 1, as depicted on Exhibit A-1, for which a Certificate of Occu-
pancy was issued by the City, and for purposes of this Agreement and Chapter 312 of the Texas
Tax Code, such Improvements on Lot I are ineligible for a tax abatement; and
WHEREAS, the Owner filed an application for economic development incentives concern-
ing the contemplated use and development of the Premises on or about January 28, 2015 (the
"Application"), attached as Exhibit 13 hereto and incorporated herein, and thereafter entered into
a Development Agreement with the City pursuant to Chapter 380 of the Tex. Loc. Gov't Code
(66380 Agreement") and said 380 Agreement was adopted under Ordinance 2015-097 on April 7,
2015; and
WHEREAS, the Application includes the details of the "Improvements" or "Contemplated
Improvements" that constitute construction, renovation and equipping of the Premises to include
costs related to the development and improvement of the Premises, including, without limitation,
construction costs and design and engineering costs and
WHEREAS, at the request of the Owner, the 380 Agreement was amended for the purposes
of incorporating a tax abatement agreement for the buildings on Lot 2 and 3 of the Premises in
addition to an amended Chapter 380 agreement for the building on Lot 1 of the Premises, and the
City Council finds that the Improvements under this Agreement meet the applicable guidelines
and criteria of the Policy for tax abatement and other applicable law; and.
WHEREAS, on the 22nd day of March, 2016, the City Council held a public hearing in
conformance with the Act and found that the Improvements sought under this Agreement are fea-
sible and practical and would be a benefit to the land to be included in the zone as well as to the
City; and
WHEREAS, the City Council passed Ordinance No. 2016-086 (the "Ordinance") estab-
lishing Reinvestment Zone No. XIII, City of Denton, Texas, as a commercial -industrial reinvest-
ment zone for tax abatement (the "Zone"), as authorized by Title 3, Chapter 312, Subchapter B of
the Tex. Loc. Gov't Code; and
WHEREAS, the Premises are located entirely within the Zone as of the effective date of
this Agreement, December 31, 2016 ("Effective Date"); and
WHEREAS, notice has been published in accordance with Chapter 312 of the Texas Tax
Code and written notice that the City intends to enter into this Agreement, along with a copy of
this Agreement, has been furnished by the City, in the manner and by the time prescribed by the
Code, to the presiding officers of the governing bodies of each of the taxing units in which the
Premises is located;
NOW, THEREFORE, the City and Owner for and in consideration of the premises and the
promises contained herein do hereby contract, covenant, and agree as follows:
1.
TERMS AND CONDITIONS OF ABATEMENT
A. All of the foregoing recitals are incorporated by reference as though fully set forth
herein. Further, in consideration of and subject to the Owner meeting all the terms and conditions
of abatement set forth herein, the City hereby grants the following tax abatement ("Abatement"):
In each year that this Agreement is in effect, the amount of Abatement shall be sixty per-
cent (60%) of City ad valorem taxes attributable to new capital investments, as hereafter
defined, resulting in an increase of assessed value (excluding land value and business per-
sonal property), as determined by the Denton Central Appraisal District ("CAD"), of real
property improvements located on the Premises ("abatement percentage"). The amount of
the Abatement may be increased by an additional five percent (5) for a national headquar-
ters and/or ten percent (10%) for a supplier in support of major employers, but in any event
not to exceed seventy-five percent (75%). As used herein, a "supplier" shall mean
66 55
B. As a condition precedent to receiving the Abatement in Section I.A., the Owner
shall by December 31, 2018 (subject to force majeure delays not to exceed 180 days), make a
capital investment, as defined below, which results in an increase of at least $3,000,000.00 over
the assessed value, determined by the CAD, of the Premises, for a period of ten (10) years com-
mencing on January I of the year following the issuance of a Certificate of Occupancy ("CO") on
the Premises. If such increase in assessed value, as determined by CAD, is less than $3,000,000.00,
there shall be no Abatement. For the purposes of this paragraph, the term force majeure shall
mean any circumstance or any condition beyond the control of Owner, as set forth in Section XX
"Force Majeure" which makes it impossible to meet the above-mentioned thresholds. The City is
expressly not obligated in any way to contribute to the payment of Improvement costs and fees
associated with the Improvements and is only agreeing to the Abatement as stated herein.
C. The term "capital investment" is defined as the construction, renovation and equip-
ping of the Improvements on the Premises (the "Contemplated Improvements" or "Improve-
ments") to include costs related to the development and improvement of the real estate, including,
without limitation, construction costs and design and engineering costs, but specifically excluding
business personal property. The kind and location of the Contemplated Improvements is more
particularly described in the Application. For the construction of these Improvements, the Owner
shall comply with all applicable City of Denton Code of Ordinances, the City's Tax Abatement
and Incentive Policy, and any other local, state, or federal law. If it is determined that certain items,
which are identified on the Application are not in compliance with the Act or governing regula-
tions, these items may be subject to taxation for all local taxing authorities.
D. As a condition of the Abatement, the Owner shall construct the Contemplated Im-
provements and shall use the Premises substantially in accordance with the description of the pro-
ject set forth in the Application.
E. As a condition of the Abatement, the Owner shah continuously operate and main-
tain the Improvements throughout the Term of this Agreement for the purposes set forth herein so
that the uses of the Premises shall be consistent with the general purpose of encouraging develop-
ment or redevelopment of the Zone, except as otherwise authorized or modified by this Agreement.
F. The City shall send written notice of this Agreement to other taxing units in which
the Premises is located not later than the seventh day before the date on which it enters into this
Agreement, along with a copy of this Agreement in compliance with Sec. 312.2041 of the Tex.
Tax Code. The Owner shall be responsible for filing with the CAD any application or other forms
necessary to qualify for or receive the Abatement provided. The CAD's determination of values
shall be used to determine the value of the Improvements subject to this Agreement. If Owner
protests the District's valuation of the Improvements, the valuation placed on the Improvements
after the protest is resolved under State law shall be used.
G. Any warranty, representation, or statement made or furnished to the City by or on
behalf of the Owner under this Agreement that is false or misleading in any material respect, either
now or at the time made or furnished, which Owner fails to cure within thirty (30) days after
written notice by the City to Owner, shall be an act of default hereunder. Moreover, if the Owner
learns that any such warranty, representation, or statement has become false or misleading from
the time that it was made, the Owner shall provide written notice to the City of the false or mis-
leading nature of such statement within ten (10) days after confirmed written notice to Owner by
the City, or the Agreement shall be terminated as provided in Section 11 herein.
Page 3
H. If the Owner is dissolved, files bankruptcy, or terminates its existence as a going
business during the Term of this Agreement, or if there is an appointment of a receiver or assign-
ment on behalf of creditors, then the Agreement shall be terminated as provided in Section 11
herein.
I. This Agreement shall be effective December 31, 2016 and shall terminate (unless
earlier terminated in accordance with the terms hereof) upon completion of the Abatement but in
no event later than December 31, 2026. In no event shall this Agreement extend beyond December
31, 2026 ("Term" of the Agreement). Owner's obligation, upon default or failure to meet condi-
tions, to pay back any taxes abated under this Agreement shall survive this Agreement and shall
not terminate until the abated taxes are paid.
11.
FAILURE TO MEET CONDITIONS
A. In the event that (i) the conditions in paragraphs I(B) through I(I) are not met; or
(ii) Owner allows its ad valorem real property taxes owed to the City with respect to the Premises
or Improvements to become delinquent and fails to timely and properly follow the legal procedures
for protest and/or contest of any such ad valorem real property taxes; or (iii) any other conditions
of this Agreement are not met, then a "Condition Failure" shall be deemed to have occurred (it
being understood that a Condition Failure relating to any condition set forth in paragraphs I(B)
through I(I) shall not be deemed to occur merely because at a particular time it cannot be deter-
mined whether such condition will be met, but shall occur only if at a particular time it can be
definitively determined that such condition will not be met). In the event that a Condition Failure
occurs, the City shall give Owner written notice of such Condition Failure and if the Condition
Failure has not been cured or satisfied within thirty (30) calendar days of said written notice, the
Abatement shall be terminated with respect to the year in which notice of the Condition Failure is
given and all future years; provided, however, that if such Condition Failure is not reasonably
susceptible of cure or satisfaction within such thirty (30) day period and Owner has commenced
and is pursuing the cure or satisfaction of same, then the Owner shall advise the City Council of
efforts to cure or satisfy same, and additional time may be authorized by the City Council. It is
understood that the Abatement with respect to any year prior to the year in which notice of the
Condition Failure is given shall not be forfeited or recaptured except as indicated under Section
11.13 hereof. Notwithstanding any provision in this Agreement to the contrary, Owner shall refund
to the City the amount of all tax abatements previously received during the Term of this Agree-
ment, interest on the abated amount at the rate provided for in the Texas Tax Code for delinquent
taxes, and penalties on the amount abated in the year of default, at the rate provided for in the
Texas Tax Code for delinquent taxes.
B. If, however, the Owner fails to construct any structures or other improvements
within the Premises by December 31, 2018 or if the assessed value, determined by CAD, of the
Improvements falls below the minimum $3,000,000 threshold during the term of the Abatement,
then this Agreement may be terminated by the City. In such event, Owner shall refund to the City
all tax abatements previously granted and received under this Agreement with interest on the
amount to be refunded at the rate provided for in the Texas Tax Code for delinquent taxes, as
described in Section II.A. herein.
C. In the event of a Condition Failure by Owner which is not cured or satisfied as set
forth herein, in addition to a partial or total recapture of the tax abatement, the City may cancel or
modify this Agreement.
D. The City shall have a lien against the Owner, the Real Property and the Improve-
ments for the taxes and interest owed because of the recapture of taxes under this Agreement dur-
ing the time period beginning on the date such payment obligation accrues and continuing until
the date paid.
A. The Owner shall provide access and authorize inspection of the Premises by City
employees and allow sufficient inspection of financial information to insure that the Improvements
are made and the thresholds are met according to the specifications and conditions of this Agree-
ment. Such inspections shall be in addition to, and not in place of, any inspections required by
ordinance for construction of the Improvements or the like. Such inspections shall be done in a
way that will not unreasonably interfere with Owner's business operations. City shall annually (or
such other times deemed appropriate by the City) evaluate the project to ensure compliance with
this Agreement.
B. The City Manager shall make a decision and rule on the eligibility of the Project
for tax abatement based on the information furnished each year by the Owner on or before August
I of the taxable year and shall so notify Owner and the City Council.
C. On or before August 15 of each year this Agreement is in effect, the Owner shall
provide a Certificate of Compliance to the City that certifies that the Owner is in compliance with
each applicable term of this Agreement pursuant to Sec. 312.205 of the Tex. Tax Code, utilizing a
form attached as Exhibit C. The information shall include inventory listing the kind, number, and
location of and the total assessed value, determined by the Denton Central Appraisal District, of
all Improvements to the Premises, including, without limitation, the assessed value, determined by
the Denton Central Appraisal District, of all structures installed or located in the Premises. This
form is subject to revisions by the City provided that such revision does not materially change the
Owner's rights or obligations under this Agreement.
IV.
M'VE1241.
A. The City has determined that it has adopted guidelines and criteria governing tax
abatement agreements for the City to allow it to enter into this Agreement containing the terms set
forth herein, as reflected in the Policy.
Page 5
B. The City has determined that procedures followed by the City conform to the re-
quirements of the Code and the Policy, and have been and will be undertaken in coordination with
Owner's corporate, public employee, and business relations requirements.
C. The Premises are not in an improvement project financed by tax increment bonds.
D. Neither the Premises nor any of the Improvements covered by this Agreement are
owned or leased by any member of the City Council, any member of the City Planning and Zoning
Commission of the City, or any member of the governing body of any taxing units joining in or
adopting this Agreement.
E. In the event of any conflict between the City zoning ordinances, or other City or-
dinances or regulations, and this Agreement, such ordinances or regulations shall control.
F. This paragraph is required by Chapter 2264 of the Tex. Gov't Code and governs
over any conflicting provisions of this Agreement. The Owner is prohibited from knowingly em-
ploying undocumented workers as that term is defined in Section 2264.001, Tex. Gov't Code. If
the Owner is convicted of a violation under 8 U.S.C. § 1324a (f), the conviction shall be considered
a default of this Agreement, from which no cure provisions shall apply. In such event, the City
shall provide written notice to the Owner of the default and this Agreement shall automatically
terminate on the 30th day after the date of the notice of default from the City to Owner. In the
event of termination under this section, the Owner shall repay to the city the amount of all property
taxes abated under this Agreement, plus interest on the abated amount at the rate provided for in
the Texas Tax Code for delinquent taxes.
G. The Owner shall use good faith efforts to hire qualified residents of the City of
Denton to work on the Improvements or to work at any new or existing jobs on the Premises over
non-residents who are similarly qualified as determined by the Owner, consistent with the business
needs and the Owner's commitment to equal opportunity and subject to all applicable local, state,
and federal employment laws.
H. The Owner represents that it is in existence, in good standing with the Texas Sec-
retary of State, and has a registered agent in the State of Texas for service of process.
I. This Agreement is subject to rights of holders of outstanding bonds of the City
pursuant to See. 312.204 of the Tex. Tax Code.
J. This Agreement shall not be construed to alter or affect the obligations of the Owner
to comply with any local, state, or federal law or regulation. The Abatement under this Agreement
is conditioned upon and subject to any changes in the state tax laws during the Term of this Agree-
ment.
V.
EFFECT OF SALE, ASSIGNMENT, OR LEASE OF PROPERTY
Page 6
A. The Abatement with respect to the Premises, including any tangible personal prop-
erty located on the Premises owned by Owner, shall vest in Owner and shall be assignable, with
written consent of the City, to any individual, partnership, joint venture, corporation, trust or other
entity (irrespective of whether or not such assignee is related to or affiliated with Owner) which
acquires title to the Premises. Any assignee of Owner or any assignee of a direct or indirect as-
signee of Owner shall be treated as "Owner" under this Agreement. No assignment shall require
the consent of City if the assignment is to a wholly-owned subsidiary of the Owner or if, following
such assignment, the Owner continues to occupy and operate the Contemplated Improvements for
the full term of this Agreement. The Assignee shall agree in writing to fully comply with the terms
and conditions of this Agreement in order receive benefits hereunder.
B. The Owner shall be responsible for requesting an assignment of this Agreement in
the event the Premises are sold, transferred or assigned. Any assignment is not effective until
approved in writing by the City. The Owner shall have the obligation to notify the city of a sale
of the Premises within fifteen (15) business days of closing the sale.
C. No assignment shall be effective or approved if the City has declared a default here-
under which has not been cured or the assignee is delinquent in the Payment of any ad valorem
taxes owed to the City, with such approval not to be unreasonably withheld.
D. Any assignment shall contain the same terms and conditions and shall be granted
for the remaining Term of the original of this Agreement only.
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VII.
NOTICE
All notices called for or required by this Agreement shall be addressed to the following, or
such other party or address as either party designated in writing, by certified mail postage prepare,
by hand delivery or via facsimile:
WGBP Investments, LTD.
Brandon Martino, Managing Partner
525 S. Loop 288, Suite 105
Denton, Texas 76205
940-382-5000
CITY:
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
Fax No. 940-349-8596
Failure of the Owner to provide the Tax Assessor/Collector thirty (30) days' notice of a
change of address may result in termination of this Agreement.
VIII.
CITY COUNCIL AUTHORIZATION
This Agreeinent, was authorized by the City Council by passage of an enabling ordinance
at its nleeting on the jit day of _A� I �O , authorizing the Mayor to execute this Agreement
on behalf of the City, a col)y of which is attached hereto and incorporated herein by reference as
Exhibit D.
�N�0
This Agreement was entered into by Owner, WGBP Investments, LTD., pursuant to au-
thority granted to its General Partner Orison Holdings LLC. Evidence, which must be satisfactory
to the City, that the person signing this Agreement is authorized to bind Owner to all of the terms
and conditions of the Agreement is attached hereto and incorporated herein as Exhibit E as if
written word for word herein.
X.
SEVERABILITY
In the event any section, subsection, paragraph, sentence, phrase or word is held invalid,
illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall
be read as if the parties intended at all times to delete said invalid section, subsection, paragraph,
sentence, phrase, or word. In the event that (i) the term of the Abatement with respect to any
property is longer than allowed by law, or (ii) the Abatement applies to a broader classification of
property than is allowed by law, then the Abatement shall be valid with respect to the classification
of property abated hereunder, and the portion of the term, that is allowed by law.
X1.
ESTOPPEL CERTIFICATE
Any party hereto may request an estoppel certificate from the other party hereto so long as
the certificate is requested in connection with a bona fide business purpose. The certificate, which
EM
if requested will be addressed to the Owner, shall include, but not necessarily be limited to, state-
ments that this Agreement is in full force and effect without default (or if default exists the nature
of default and curative action, which should be undertaken to cure same), the remaining term of
this Agreement, the levels and remaining term of the Abatement in effect, and such other matters
reasonably requested by the party(ies) to receive the certificates.
This Agreement shall be construed under the laws of the State of Texas and shall be fully
performable in Denton County, Texas. Venue for any action under this Agreement shall be in
Denton County, Texas.
XIII.
MUTUAL ASSISTANCE
City and Owner agree to do all things reasonably necessary or appropriate to carry out the
terms and provisions of this Agreement and to aid and assist each other in carrying out such terms
and provisions. Owner and City agree at any time, and from time to time, to execute any and all
documents reasonably requested by the other party to carry out the intent of this Agreement.
This instrument with the attached exhibits contains the entire agreement between the par-
ties with respect to the transaction contemplated in this Agreement.
This Agreement shall be binding on the parties and the respective successors, assigns, heirs,
and legal representatives.
XV1.
COtWi TERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed an orig-
inal, but all of which together shall constitute one and the same instrument.
Section or other headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
XVIII.
NO JOINT VENTURE
Nothing contained in this Agreement is intended by the parties to create a partnership or
joint venture between the parties, and any implication to the contrary is hereby disavowed.
XIX.
AMENDMENT
This Agreement may be modified by the parties hereto to include other provisions which
could have originally been included in this Agreement or to delete provisions that were not origi-
nally necessary to this Agreement pursuant to the procedures set forth in Title 3, Chapter 312 of
the Code. This Agreement may not be modified to extend beyond 10 years from the date of this
Agreement.
XX.
FORCE MAJEURE
If by reason of force majeure, the Owner is unable to perform any obligation of this Agree-
ment, it shall give notice of the force majeure to the city in writing within thirty (30) days of the
occurrence relied upon. 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. The Owner shall use reasonable efforts to overcome any occurrence caused
by force majeure.
Notwithstanding any other provision contained in this Agreement, this Agreement shall
automatically terminate if Owner fails to apply for a Tax Abatement Agreement, covering the
Premises as described herein, with County of Denton, Texas by close of business on December
30, 2016.
`['IiisAgreciiicjitisexccutcdoi-itlic I —day of A V "k'* , 2016, to beconic effec-
tive December 31, 2016 (the "Effective Date") by duly authorized officials of the City and Owner.
CITY OF DENTQ,)N, TEXAS
BY:
C I I R, I S WATTS,IV1YORX
Page 10
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPR ED AS O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
l�
BY:
WGBP INVESTMENTS, LTD
BY:
TITLE: "'
Managing Partner of WGBP Management, L.L.C.
ATTEST:
mm
STATE OF TEXAS §
COUNTY OF DENTON §
Before me, the undersigned authority, a Notary Public in and for said State of Texas, on
this day personally appeared Chris Watts, Mayor for the City of Denton, known to me to be the
person who signed and executed the foregoing instrument, and acknowledged to me that this in-
strument was executed for the purposes and consideration therein expressed.
Given under nay hand and seal of office this thw4L day o 6.
JENNIFER K, WALTERS
UBUC
COMM. EXR 12-19,201p,
+nur tta�°NOTARY ID 1117650
STATE OF TEXAS §
COUNTY OF ALL §
r.
Page 11
N try ul in and for the
Sic of Te "'as
My Commission Expires:16�"v
Before me, the undersigned, Brandon Martino, on behalf of WGBP Management, L.L.C.,
known to me to be Managing Partner for WGBP Investments, LTD, and to be the person who
signed and executed the foregoing instrument, and acknowledged to me that this instrument was
executed for the purposes and consideration therein expressed.
Given under n-iy hand and seal of office this the J- day of AWmijW, 201&
STEPHANIE CULLUM- r 1.
�' Notary Pubk. State of Texas
t.? , IYftrCQMff wExp1=0t-28-18 Notary lublic in and for the
State of
My Commission Expires: 1- 223
Page 12
i
PLAT DESCRIPTION AND PLAT OF REINVESTMENT ZONE XIII
REINVESTMENT ZONE XIII WILL BE COMPOSED OF APPROXIMATELY 22.48 ACRES
OF LAND OUT OF THE WILLIAM BRYAN SURVEY, ABSTRACT NO. 148, DENTON
COUNTY, TEXAS. WESTERN GATE BUSINESS PARK ADDITION IS GENERALLY LO-
CATED SOUTH OF WEST UNIVERSITY DRIVE ALONG WESTERN BOULEVARD. BE-
ING LOTS 1, 2, AND 3, BLOCK A, OF WESTERN GATE BUSINESS PARK ADDITION, AN
ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS, ACCORDING TO
THE PLAT THEREOF RECORDED IN DOC NUMBER 2015-286, PLAT RECORDS OF DEN -
TON COUNTY, TEXAS.
Page 13
OVERALL SITE PLAN
Page 14
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Page 15
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Incentive Appficatio4
city of Denton
Department of Economic Development
Denton, Texas 76201
(940)349.7776
(940) 349-8596 FAX
n n n.
,moi=M5§au(@-Cdy af`dcatc + t arra
Page 1 of 9
W
INCENTIVE APPLICATION
CITY OF DENTON, TEXAS
1. Property Owner: WGBP Investments, LTD.
Company or Project Name: West Gate Business Park
Mailing Address: 525 S. Loop 288, Suite 105
Denton, Texas 76205
0
Site Address: 4390 Jim Christal Rd., Denton, Texas 76207
Telephone: 940 382.5000
www.thomarflnogroup.com
Contact Name: Brandon Martino
Fax No.
Title: General Partner
Mailing Address: 525 S. loop 288, Suite 105
Denton, Texas 76205
Telephone: 940-382-6000 1 Fax No.
Email Address: bmartino@themartinogroup.com
2. Provide a chronology of plant openings, closing and relocations over the past 15 years.
NIA - newly formed entity
3. Provide a record of mergers and financial restructuring during the past 15 years.
NIA - newly formed entity
4. Will the occupants of the project be owner or lessee? If lessee, are occupancy commitments already
exlsting?
Lessee - In disco sivns with two potential tenants. Potential tenants may Include
manufacturing, warehouse or light Industrial.
5. Is the project a relocation of existing facility or a new facility to expand operations? If relocation, give
Page 2 of 9
n
currant location.
New facilities - development of business park
6. If an existing 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 now facility to arrive at total project
value.
NIA - future tenants are not confirmed at this time
7. Property Description. (see Exhibit A attached)
- Attach a copy of the legal description detailing property's metes and bounds.
- Attach map of project including all roadways, land use and zoning within 500 feet of site.
8. Current Value. Attach copy of latest property tax statement from the Denton County Central Appraisal
District include both real (land and improvements) and personal property). #654480
8. Increased Value/Estimated Total Cost of Project. Approx. $24 million In development/construction
Structures
Personal Property
ite Development
Improvements
10. Indicate percent of tax abatement and number of years requested.
Percent Requested: 75% Years Requested: 10
List any other financial incentives this project will request/receive
Estimated Freeport Exemption
Estimated Electric Utility Industrial Development Rider Is
Infrastructure Assistance
Chapter 380 Incentive
11. 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.
This property will be home to a premier business park featuring three manufacturinglwarehouse
facilities offering approximately 413,000 sq ft. Future tenants are not confirmed at this time.
Page 3 of 9
11
12. Describe any off-site infrastructure requirements:
• Water - WA
Wastewater - NIA
-
Streets - A new turn lane to be constructed on Western Blvd.
p Drainage - New box culverts
Other- Public sidewalks to be constructed along Western Blvd.
13. Project Operation Phase. Provide employment Information for the number of years Incentive Is
requested.
F. Types of jobs created. list the job titles and number of positions In each category that will be
employed at the facility. Provide average wage for each category.
Expected to be manufacturing/warehouse/light Industrial jobs
the nuMfuLat s bjfLu the 12MIlg9t MISMAI&
Unknown at this time, however It Is likely that a future tenant will operate three shifts per day
Page 4of9
At Project
Existing
Start Date
At Terre of
Employment Information
Operation
(mo/yr)
Incentive
(if
/
applicable)
A. Total number of permanent, full-time jobs
B. Employees transferred from outside Denton
C. Net permanent full-time jobs (A. minus B.)
E. Total annual payroll for all permanent, full-time
jobs (A.)
F. Types of jobs created. list the job titles and number of positions In each category that will be
employed at the facility. Provide average wage for each category.
Expected to be manufacturing/warehouse/light Industrial jobs
the nuMfuLat s bjfLu the 12MIlg9t MISMAI&
Unknown at this time, however It Is likely that a future tenant will operate three shifts per day
Page 4of9
n
H. Estimate annual utility usage for project: Unknown
t_iectnc
Water
kWh
gpd
Wastewater
Gas
gpd
mcf
14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax
revenue or project elements Identified In Tax Abatement Policy, Section III ).
This business park development will create a need for skilled labor, will Increase tax base, and
will utilize primarily local contractorsisubcontractors. In addition, It likely could serve as
corporate headquarters for a future tenant.
15. Is property zoned appropriately? Yes, zoned IC -G
Current zoning.
Zoning required for proposed
project.
Anticlpated variances. NIA
16. Is property platted? Yes
Will replatting be necessary No -
17. Discuss any environmental Impacts created by the project.
A. List any permits for which applicant must apply. Applicant will be required to provide City with
copies of all applications for environmental permits upon completion of application(s).
Building permit and SWPPP -we estimate $260,000 In total fees paid to the City of Denton
Including permit, Inspection, utility and impact fees
B. Provide record of compliance to all environmental regulations for the past five years,
NIA - newly formed entity
18. Provide specific detail of any bus Inessas/res [dents that will be displaced and assistance that will be
available from the requesting company,
Page 5of9
W
NIA - unimproved property at this time
0
19. Provide description of any historically significant area included within the project's area as determined
by the Historic preservation Officer. If any, give detail of how the historically significant area will be
preserved.
N/A • unimproved property at this time
20. Justification for Incentive Request: Substantiate and more fully describe the justificatlon for this
request. Include the amount of the Incentive requested and show how it will contribute to the financial
viability of the project. Submit attachments It necessary.
WGBP Investments, LTD. Is seeking 75% tax abatement for a period of 10 years. This business
park development will provide manufacturing/warehouse facilities unlike any other currently
offered in the City of Denton. The rent will be structured such that the tenant will benefit from
tax abatement. Therefore, approved incentives will ultimately serve as a tool to attract premier
businesses and possibly a headquarters facility.
21, List additional abatement factors to be considered for this project as outlined on pages 3 nand 4 of the
Incentive Policy.
22. f=inancial Information: Attach a copy of the latest audited financial statement or, In the case of a new
project, a business plan.
Page 6 of 9
Occupies building vacant for at least 2 years
Donation of materials to public schools
X
Project creates high -skilled, high -paying jobs
Improvements to Downtown
Significant relationship with universities
X
Project forms buslness park
25% of new jobs filled by Denton residents
International or national headquarters
X
25% local contractors to be utilized
Medical manufacturing or research facility
25% of jobs are knowledge-based
Environmentally sustainable practices
used
Donation of significant public art Renewable Energy
generated/stored/uti i ized
Community support and involvement: Attach description of community Involvement
22. f=inancial Information: Attach a copy of the latest audited financial statement or, In the case of a new
project, a business plan.
Page 6 of 9
n
eIN
New entity, new development - See attached renderings
23. Does the project have an eligible environmentally sustainable or renewable energy component (if so,
please Identify type and provIde a brief description)?
WA
24. Applicants seeking LEER certification must complete the Green Building Application for Tax
Abatement (Exhibit B of the policy). WA
Page 7 of 9
rIN
n
COMPLETE THIS SECTION IF REQUESTING ADDITIONAL INCENTIVE
BASED ON LEED CERTIFICATION CONSTRUCTION
1. Property Owner
Company or Project _.
Name
Mailing Address
Telephone
Website
Contact Name
Title
Mailing Address
Telephone
mall Address
2. Project location address:
Fax No,
Fax
3. Provide documentation that the project has been registered with the U.S. Green Building Council_
4. Provide a description of the project (please include the building size, number of occupants and
estimated budget).
6. Attach a preliminary Leadership In Energy and Environmental Design (LEED) Scorecard Illustrating
how project will achleve the LEED certifloation.
Level of Certification:
Page 8 of 9
w
Number of Points;
0
This Incentive Applicatlon Is submfttod with the acknowledgement that additional information may be required.
BRANDON MARTINO
mate:
Page 9 of 9
WGI3 P
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MLD NOTES to all that of bad #h=ted in the WMukn nrysm 8ssrve
Abstract Nwabor 148, to D=tMQ County, Texas, and being a part of a cnllle+d 161D a
cre tract
of had described th a doW Mun Wallave B. Davis et ux to Dianne Davis Atkinson at xx and
Wdlac*B. Dar. jrr ret ss rdcl V 612 Pa 430 of Deed rains, Denton
CO=I!', TMJ, the so tract b re particularly deverfbod as foliowl,
BXG for than Northwest corner of the ftd being described herein at a capped ironred set at the int o>n of tiro Fart Roo of W BealevaW and brae No a or said
AWnsoij & Davis tract;
TEUMCE South 88 degrem 58 minaetsas 57 second$ East with the North iioe thacof along or
near a fen"'R dr oto Of 891.68 capped him red. shmped " E"* ibund for the
Southwest comer of loot One Block One of Bethd Temple Parsoafte Addition, Cabinet Ir
Mage 117 :l . T.
THENCE goads 89 degrao 20 minutes 56 s ds hast with the South Rue them, s.1
mg
or trear a fence a dbinbee of 11790 feet to a capped Iron rad stamped ""i► ■' found
for anOt POW in said South Hue, at the Northeast corner of said AtWnson do Davistract
and Me Northeast corner of the h,er k described me being las the West
line ofas tract of land described toa deed to The Schryu School a recorded in Volume 511.
Page 178 Deed Records, Denton Contour, Texas;
TTMWCE South 00 degrees 32 Mialkift 02 s West wtth the East lime of Bald A son
& D ct and the West lie of $90 SOIwYu School aloes or near a fence a dhinace of
110L15 feet to tapped two rod stamped IWAZ ad for theSoutheast corner of the herein
described
THENCE North 0 degrers 09 minutes 23 seconds West a distance *1 40749 feet to a
capped from rod stamped "KAZ" set in the tab 1lne of Western Boulevard for the
Southwest comer Of t1te hmki desafted tract at the be&nlng of is curve to the left having
a radius of 1017.50 feet and a cleoid bearing and dais ce of North 25 degrees 26 zoluutes
46 seconds Wot, 559..46 t;
THIMCE alongollowinor 4 courses seed disfanew with *0 Aust line orthe herein
des 'd d tiro line of add roadl
1) Along said curve an an distance of 566.78 fleet to a capped iron rod stamped 111649"
found?
2) North 41 dogreez 24 minuto 45 seconds West a distancO oft feel to n capped iron
rod 0829006 "1640" IblUld at the begioulag oft corro to the light having a radius of
732.50 het and a chord, and distance of Nwth 20 d 46 imbutol 19 secondn
W fe
i Mang said curve an an dUtance of $27.19 feet to a point at the base of a concreft
headwall;-
4)
all:
4) THENCE North 00 d. es 11 aftato 53 scaando Wat a dlsb ee of 137.05 to tine
1Pi;.ACE OF BEGVC41NG and enclosing 22AS acres of land more or less.
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The Denton Central Appsisal District is not responsible for the
assessment or collection of taxes for this or any other property. If you
have a question re arding your tax bill please contact the penton County
Jax-t4sessor / Collector.
Land Segments
Land Type Acres Sq. Ft.
Native Pasture Ei 22.48 979,229 sq. feet
Splits, Merges, and Deletes
Type Date Details
sys'rEM 12/12/2014 Property Split/ 2015 FROM 36672
Property History
Property 654450 did not exist until the 2015 tax year.
r
Date Type Seller Buyer Deed Sale price
Number
Special Davis, Wallace Wgbp 2814
12/1/2014 Wd E ]r & Mary V Invvestments 121439Ld
unavailable
tgip$:IwsuW.derk C ,cern rrlIca M-ron_cont'tt k--vaury y Y €'- 115 'rtpoMID "` rw,io yTyPe='R d=AO14aA 112
1/1312015 DertmC0*01 Appraisal District- PropertyDetails
In 1005, Texas passed Senate Bill 541, which prohibits the Denton Central
Appraisal District -- and every other appraisal District in the State of
Texas -- from making photographs and floorplans of property available
online. Exempted from the restriction will be aerial photographs of five
or more separately owned buildings.
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htlpsiANww.da zr .can/Index.php?cptlaF.oan anter&Wsk-+iewgid-1W&Y—=2oiS&PrcpartylD-864450&PropertyType=R&AbeCd=AA148A 712
Show sales that occurred within
the past
6 monthly
i oar
earn
Subject Property Neig or ood: Wier
Luk
Link
Link
Acres
Subject Property Abstract/Subdivision:
Link
Link
A0148A
Subject Property City: Denton City Of
Link
].1nk
Link
Subject Property School District:
Link
Ull
Lio
Denton
In 1005, Texas passed Senate Bill 541, which prohibits the Denton Central
Appraisal District -- and every other appraisal District in the State of
Texas -- from making photographs and floorplans of property available
online. Exempted from the restriction will be aerial photographs of five
or more separately owned buildings.
6 f Fi P -
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htlpsiANww.da zr .can/Index.php?cptlaF.oan anter&Wsk-+iewgid-1W&Y—=2oiS&PrcpartylD-864450&PropertyType=R&AbeCd=AA148A 712
ZlAvORISON
�d0l-DIN�':--2'-s
January 26, 2016
Ms. Aimee Bissett
Director of Development Services
City of Denton
414 Parkway
Denton, Texas 76202
RE. Economic Development Program Grant Agreement With WGBP Investments, Ltd.
Dear Aimee:
As you are aware, there Is an executed Economic Development Program Grant Agreement in
place between the City of Denton and WGBP Investments, Ltd. WGBP Investments, Ltd. has
also applied to Denton County for a Tax Abatement. It has been brought to our attention that a
prerequisite of County Tax Abatement approval is an approved Tax Abatement Agreement with
the City of Denton. Therefore, it is our desire to terminate the existing Program Grant Agreement
and replace it with an approved Tax Abatement Agreement.
We look forward to working with you to complete this process. Please do not hesitate to contact
me with any questions.
Sincerely,
WGBP Investments, Ltd.
BY: WGBP Management, LLC, General Partner
Irs�u
Brandon Martino, President
325 S. LOOP 288, SUITE 105 • DENTON, TEXAS 76205 a 940-382-5000 a www.orlsonholdinp.com
1
CERTIFICATE OF COMPLIANCE
Page 16
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CITY OF DENTON
x, V.Q III
Company: WGBP Investments, Ltd. Reporting Year: January 1 - December 31, 201
Contract Year No. of 10
I. Investment
1.1 Section I.B. of the Tax Abatement Agreement requires the capital investment to generate a minimum
increase of assessed real estate improvement valuation in the amount of $3 million over the base year.
a. The grantees have invested $ ____ y in real property improvements
associated with the project for the reporting year thereafter ending December 31,
20
b. The increase in assessed valuation for the year ending December 31, 20 over the
valuation of the January 1, 20 base year is:
Additional Covenants
2.1 Did the Company timely submit this Certificate of Compliance as required under Section
III C. of the Tax Abatement Agreement during the year ending December 31, 20 ?
❑ YES ❑ NO
2.4 Did the Company comply with the other provisions of the Agreement during the year
ending December 31, 20 ?
❑ YES ❑ NO
III. Payment
3.1 The Tax Abatement Agreement provides an annual abatements for up to ten years based
on conditions being met. For years one through ten, the Agreement provides for annual
rebates equal to minimum of 60 percent with an additional five percent for a national
headquarters and/or ten percent for support of major employers not to exceed 75 percent
of the City's ad valorem taxes received for the previous year, excluding the value of land,
inventory or vehicles.
Did a Company base their headquarter operations at the business park during the
year ending December 31, 20 ?
❑ YES ❑ NO
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Did a Company, which supports/supplies a major Denton employer, locate at the
business park during the year ending December 31, 20 ? Please identify the
Denton major employer in the space provided.
❑ YES ❑ NO
Denton major employer:
3.2 The City property taxes paid for January 1, 20 valuation are:
Real Property.
3.3 Please attach the most recent Property Tax Notice.
I, the authorized representative for WGBP Investments, Ltd., hereby certify that the above
information is correct and accurate pursuant to the terms of the Agreement. I further certify that
the Company has fully complied with the Tax Abatement Tax Abatement Agreement during the year
ending December 31, 20 , including compliance with the City of Denton Code of Ordinances,
Texas Department of Public Safety Regulations, and other applicable federal, state, or local law.
WGBP INVESTMENTS, LTD.
Signature:
Printed Name:
Title:
Date:
Certificate of Compliance Page 2 of 2
I�/aa1:�Yr1
Page 17
AUTHORIZATION
Page 18
WAIVER AND UNANIMOUS CONSENT
OF THE PARTNERSHIP AND PARTNERS
WGBP INVESTMENTS, LTD.
The undersigned, being all of the Limited Partners of WGBP Investments, Ltd, (the
"Partnership"), and the current General Partner of the Partnership, acting on behalf of the
Partnership, do hereby conduct the following business and adopt the following resolutions:
RESOLVED that Orison Holdings, L.L.C. ("Orison'), the current General Partner of the
Partnership, has been presented with an offer from WGBP Management, L.L.C., a Texas
limited liability company, to purchase Orison's General Partnership Interest in the
Partnership for Orison's capital account value in the Partnership; and
FURTHER RESOLVED that Orison has notified the Partnership and the Partners, as
required by Article Eleven of the Limited Partnership Agreement of WGBP Investments,
Ltd., of the offer and has given the Partnership and the Partners the first opportunity to
purchase such General Partnership Interest in the Partnership; and
FURTHER RESOLVED that, by this Waiver and Unanimous Consent, the Partnership
and all of the Limited Partners acknowledge the receipt of such notice and hereby waive
their right to purchase such General Partnership Interest in the Partnership and hereby
consent to the sale of Orison's General Partnership Interest to WGBP Management,
L.L.C.; and
FURTHER RESOLVED that the Partnership and all of the Limited Partners consent to
the admission of WGBP Management, L.L.C. as the General Partner of the Partnership
and authorize the filing of a Certificate of Amendment to reflect such change, and
FURTHER RESOLVED that WGBP Management L.L.C. is hereby authorized to sign
all documents necessary to consummate the foregoing resolution.
This Waiver and Unanimous Consent shall be filed in the minutes of the proceedings of the
General Partner of the Partnership.
DATED this /2th day of , 2015.
WGBP INVESTMENTS, LTD.:
Orison Holdings, L.L.C., Exiting General Partner
By: /
Brandon Martino, President and
Managing emb
By:
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WGBP Management, L.L.C., Successor General Partner
By:
Brandon Martino, President and
Managing ember
By:
-ee ldmse , i*-Mfemb r
LIMITED PARTNERS:
JMBM Investments, Ltd.
By
Brandon Martino, President and
Managing Member of Orison Holdings, L.L.C.,
General Partner
LRAR Investments, Ltd.
By: V5AtA::5"
Brandon Martino, President and
Managing Member of Orison Holdings, L.L.C.,
General Partner
Martino Realty Limited Partnership
By: z -, �_ ----- ...._ _..�.
F A Tt es' t o
Martino Development Co., General Partner