2016-342ORDINANCE NO., LO 16-342
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN AME1 DME11 T TO
AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT DATED APRIL 7,
2015, BETWEEN THE CITY OF DENTON AND WEST GATE BUSINESS PARK (WGBP)
INVESTMENTS, LTD.; AND PROVIDING AN EFFECTIVE DATE.
SECTION 1. The City Manager, or his designee, is hereby authorized to execute an
Amendment to Economic Development Program Grant Agreement (the "Amendment"), in
substantially the form of the Amendment which is attached hereto and make a part of this ordinance
for all purposes.
SECTION 2. The one-time cash grant referenced in Section I.A. L of the Amendment
shall be paid from the City's General Fund.
SECTION 3. The City Manager, or his designee, is authorized to exercise the City of
Denton's rights and duties as set forth in the Amendment.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of PJOV 1-, 2016.
APPROVED AS TO LEGAL FO
ANITA BURGESS, CITY ATTORNEY
BY: -..:.w._
ID 16-1381
FIRST AMENDMENT
ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH
WGBP INVESTMENTS, LTD.
This First Amendment Economic Development Program Grant Agreement ("Agreement")
is made and entered into as of the effective date provided for below, by WGBP INVESTMENTS,
LTD (the "Grantee"), and the CITY OF DENTON (the "City"), a Texas municipal corporation,
for the purposes and considerations stated below:
WHEREAS, on the 28t" day of January, 2015, Grantee submitted an application for
economic development incentives with various attachments to the City concerning the
contemplated use and development of the Property, which is on file in the City's Office of
Economic Development, a copy of which is attached hereto and made a part hereof by reference
as Exhibit A (the "Application for Economic Development Incentives"); and
WHEREAS, this Agreement is authorized by and made pursuant to the Economic
Development Program provisions of 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 is contemplating the development of that certain real property located
within the city limits known as the Western Gate Business Park Addition, City of Denton, Texas
and more particularly described in Exhibit B and depicted in the attached IiNbibit C; and
WHEREAS, Grantee's business strategy is to selectively target manufacturing, warehouse
or light industrial companies by offering lower lease rates and build -to -suit lease space to compete
with similar developments located in AllianceTexas® and in Flower Mound, Texas; and
WHEREAS, on April 7, 2015, the City Council approved an Economic Development Grant
Agreement with Grantee; and
WHEREAS, Grantee later requested to amend said Economic Development Grant
Agreement via letter dated the 26" day of January, 2016, a copy of which is attached hereto and
made a part hereof by reference as Extjibit i; and
WHEREAS, the requested amendment will limit the property area eligible for the grant
solely to Lot 1, Block A, Western Gate Business Park Addition, City of Denton, Texas, (the
"Property") as depicted in Exhibit C; and
WHEREAS, the City Council finds that the contemplated use and development of the
Property as provided for herein and the other terms and conditions of this Agreement will promote
economic development and will stimulate development activity within the City of Denton for the
benefit of the public;
NOW, THEREFORE, the City and Grantee for and in consideration of the promises
contained herein do hereby contract, covenant and agree as follows:
I.
CONDITIONS OF THE GRANT
A. In consideration of the Agreement and subject to the Grantee meeting all the terms
and conditions of the Agreement as set forth herein, the City hereby grants the following:
1. A one-time cash grant in the amount of Fifty Thousand Dollars and 00/THS
($50,000.00), to be paid within 60 days of the execution of this Agreement.
1. Annually for the term of this Agreement after January 1 following the first tax
assessment after receipt by Grantee of the certificate of occupancy for the improved
property, an amount equal to Seventy Percent (70%) of the increase in assessed value,
exclusive of the taxable value of land or increase in taxable value attributable to land, and
exclusive of the taxable value of inventory or vehicles, over the assessed value, as
determined by the Denton Central Appraisal District of the Property, excluding the land
and tangible personal property located on the Property, as of January 1, 2015 ("Annual
Payments").
2. Annual Payments shall be paid on or before 60 days after the City's receipt of all
ad valorem taxes for the Property for the applicable tax year. The assessed value shall be
established using the Denton County Appraisal District appraisal process. The City shall
never be obligated to make any payment to the Grantee from any funds other than the tax
revenues generated by the Project.
B. A condition of the Agreement is that, by December 31, 2016 (subject to force
majeure delays not to exceed 180 days), Grantee shall have completed construction of Building 1.
The term "force majeure" shall mean any circumstance or any condition beyond the control of
Grantee, as set forth in Section XIV "Force Majeure" which makes it impossible to meet the above-
mentioned time restraints.
C. A condition of this Agreement is that throughout the term of the Agreement,
Grantee's tenants shall solely engage in one or more of the uses specified in Grantee's Application
for Economic Development Incentives, attached as Exhibit A.
D. Grantee agrees to comply with all the terms and conditions set forth in this
Agreement.
Page 2
II.
GENERAL PROVISION
In the event of any conflict between the City zoning ordinances, or other City ordinances
or regulations, and this Agreement, such ordinances or regulations shall control, provided however
the City shall not diminish the benefits to the Grantee under this Agreement through ordinances or
regulations (whether now or hereafter in effect).
III.
TERMS AND CONDITIONS OF GRANT
A. The Annual Payments shall be for a term not to exceed ten (10) years with the first
payment being due and payable on or before 60 days after the City is in receipt of all City ad
valorem taxes due and payable for the Property as of January 15t of the year following the calendar
year in which a certificate of occupancy is issued by the City for the Property (the "Beginning
Date"), and, unless sooner terminated as herein provided, shall end after the tenth Annual Payment.
All subsequent Annual Payments shall be due and payable on or before 60 days after the City is in
receipt of all ad valorem taxes due and payable for the Property as of January 1 for the respective
subsequent years.
IV.
RECORDS, AUDITS, AND EVALUATION OF PROJECT
A. Grantee shall arrange for access and authorization by all of Grantee's tenants for
inspection of the Property by authorized City employees. Such inspections shall be in addition to,
and not in place of, any inspections required by ordinance for construction of the private on-site
and the like. Grantee shall also make available for inspection all of its business records related to
this Agreement so that the City can verify compliance with the terms and conditions of this
Agreement.
B. Grantee shall deliver to the City before February 28th of each year, a Certificate of
Compliance utilizing the form attached as Exhibit E to begin March 31 st of the year following the
first anniversary of Annual Payment and each year thereafter during the term of this Agreement.
Said certificate shall reflect all relevant information from the previous calendar year. The form is
subject to revision by the City provided that such revision does not materially change Grantee's
rights or obligations under this Agreement. In the Certificate of Compliance, Tenant Grantee shall
warrant to the City that it is in full compliance with each of its obligations under this Agreement.
The City and/or its representative(s), including third -parties contracted by the City, shall have the
right to inspect all relevant records of Grantee as are reasonably necessary to verify compliance
with all requirements of this Agreement. Such inspections shall be preceded by at least a one (1)
week written notice to Grantee and shall not unreasonably interfere with Grantee's business
activities.
C. The City is not obligated to make any payments under this Agreement if Grantee
fails to timely submit its Certificate of Compliance. If the City is unable to confirm Grantee's
compliance for its obligations in any year of the Agreement due to Grantee not providing proof of
Page 3
compliance within one year from the due date of the Certificate of Compliance, then that year's
Annual Payment will be irrevocably lost.
V.
FAILURE TO MEET CONDITIONS
In the event (i) Grantee of the Property allow their ad valorem real property taxes owed to
the City with respect to the Property 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, (ii)
any other material conditions of this Agreement are not substantially met, including the Grant
Conditions, then a "Condition Failure" shall be deemed to have occurred. It is understood that a
Condition Failure shall not be deemed to occur merely because at a particular time it cannot be
determined whether such condition will be met, but shall occur only if at a particular time it can
be determined that such condition will not be met after notice and reasonable opportunity by
Grantee to cure such failure. In the event that a Condition Failure occurs, the City shall give
Grantee written notice of such Condition Failure and if the Condition Failure has not been cured
or satisfied within ninety (90) days of said written notice, this Agreement may be terminated by
the City; provided, however, that if such Condition Failure is not reasonably susceptible of cure or
satisfaction within such ninety (90) day period and Grantee has commenced and is pursuing the
cure or satisfaction of same, then after first advising the City of efforts to cure or satisfy same,
Grantee may utilize such additional time as may be reasonably required to cure such Condition
Failure, but not less than ninety (90) days nor more than one hundred eighty (180) days. Time, in
addition to the foregoing, may be authorized by the City Council. If a Condition Failure is not
cured or satisfied after the expiration of the applicable notice and cure or satisfaction periods
("Condition Failure Default"), as City's sole and exclusive remedy, the Annual Payment shall be
terminated with respect to the year in which notice of the Condition Failure is given and for all
future years.
VI.
ASSIGNMENT
This Agreement may not be assigned without prior written consent of the City. The City
shall not unreasonably withhold consent, provided that Grantee is not in default under this
Agreement, and further provided that the proposed assignee(s) shall continue to continuously
operate and maintain the Property consistent with the conditions specified in Section I of this
Agreement. Any assignment made without the City's written consent shall terminate this
Agreement, and all obligations of the City, as set forth herein, shall terminate and be of no further
force and effect. In the event that Grantee ceases to own the Property or ceases to use the Property
as described in this Agreement, this Agreement shall also terminate and all obligations of the City,
as set forth herein, shall terminate and be of no further force and effect.
VII.
NOTICE
Page 4
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 prepaid
or by hand delivery:
COMPANY:
WGBP Investments, LTD.
Brandon Martino, Managing Partner
525 S. Loop 288, Suite 105
Denton, Texas 76205
CITY:
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
VIII.
CITY COUNCIL AUTHORIZATION
This Agreement is authorized by the City Council at its meeting on the L day of
_ _ , 2016, authorizing the City Manager to execute this Agreement on behalf of the
City.
IX.
AUTHORIZATION
This Agreement was entered into by Owner, WGBP Investments, LTD., pursuant to
authority 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
F as if written word for word herein.
X.
SEVERABILITY
In the event any section, subsection, paragraph, sentence, or phrase 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, illegal or unconstitutional provision.
XI.
INDEMNIFICATION
GRANTEE SHALL INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY,
ITS ELECTED OFFICIALS, OFFICERS, AGENTS, ATTORNEYS AND EMPLOYEES
(COLLECTIVELY, THE "INDEMNITEES") FROM AND AGAINST: (I) ANY
ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL
Page 5
AUTHORITY DIRECTLY OR INDIRECTLY RELATED, TO A CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION, ARISING FROM GRANTEE'S PERFORMANCE OF
ITS OBLIGATIONS HEREUNDER, IN WHICH THE CITY IS A DISINTERESTED
PARTY; (II) ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WHICH
DIRECTLY OR INDIRECTLY CONTESTS OR CHALLENGES THE LEGAL
AUTHORITY OF THE CITY OR GRANTEE TO ENTER INTO THIS AGREEMENT;
AND (III) ANY AND ALL LIABILITIES, LOSSES, COSTS OR EXPENSES (INCLUDING
ATTORNEY'S FEES AND DISBURSEMENTS) THAT ANY INDEMNITEES SUFFER
OR INCURS AS A RESULT OF ANY OF THE FOREGOING; PROVIDED, HOWEVER,
THAT GRANTEE SHALL HAVE NO OBLIGATION UNDER THIS PARAGRAPH TO
THE CITY WITH RESPECT TO ANY OF THE FOREGOING ARISING OUT OF THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY OR THE
BREACH BY THE CITY OF THIS AGREEMENT. IF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION IS ASSERTED AGAINST ANY INDEMNITEE, SUCH
INDEMNITEE SHALL PROMPTLY NOTIFY GRANTEE, BUT THE FAILURE TO SO
PROMPTLY NOTIFY GRANTEE SHALL NOT AFFECT GRANTEE'S OBLIGATIONS
UNDER THIS PARAGRAPH UNLESS SUCH FAILURE MATERIALLY PREJUDICES
GRANTEE'S RIGHT TO PARTICIPATE IN THE CONTEST OF SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION, AS HEREINAFTER PROVIDED. IF
REQUESTED BY GRANTEE, IN WRITING, SO LONG AS NO EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, SUCH INDEMNITEE SHALL IN
GOOD FAITH CONTEST THE VALIDITY, APPLICABILITY AND AMOUNT OF SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION AND SHALL PERMIT
GRANTEE, TO PARTICIPATE IN SUCH CONTEST. ANY INDEMNITEE THAT
PROPOSES TO SETTLE OR COMPROMISE ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION OR PROCEEDING FOR WHICH GRANTEE, MAY BE LIABLE
FOR PAYMENT OF INDEMNITY HEREUNDER SHALL GIVE GRANTEE WRITTEN
NOTICE OF THE TERMS OF SUCH PROPOSED SETTLEMENT OR COMPROMISE
REASONABLY IN ADVANCE OF SETTLING OR COMPROMISING SUCH CLAIM OR
PROCEEDING AND SHALL OBTAIN GRANTEE'S WRITTEN CONCURRENCE
THERETO.
XII.
ESTOPPEL CERTIFICATE
Any party hereto may request an estoppel certificate from another party hereto so long as
the certificate is requested in connection with a bona fide business purpose. The certificate, which
if requested will be addressed to WGBP Investments, LTD., shall include, but not necessarily be
limited to, statements 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 Annual Payments in
effect, and such other matters reasonably requested by the party(ies) to receive the certificates.
Page 6
XIII.
WGBP INVESTMENTS STANDING
Grantee, as a party to this Agreement, shall be deemed a proper and necessary party in any
litigation questioning or challenging the validity of this Agreement or any of the underlying
ordinances, resolutions, or City Council actions authorizing same and Grantee shall be entitled to
intervene in said litigation.
XIV.
APPLICABLE LAW
This Agreement shall be construed under the laws of the State of Texas. Venue for any
action under this Agreement shall be the appropriate court serving Denton County, Texas. This
Agreement is fully performable in Denton County, Texas.
XV.
FORCE MAJEURE
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.
XVI.
AMENDMENT
This Agreement is the entire agreement of the parties and may only be modified by a
written instrument executed by both parties.
XVII.
EFFECTIVE DATE
This Agreement is effective as of the day of ", 2016.
CITY OF DENTON, "1'EXAS
otBY: r
HOWARD MARTIN
CITY MANAGER
Page 7
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
WGBP INVESTMENTS, LTD.,
BY:
BRANDON MARTINO,
Managing Partner of WGBP Management,
L.L.C., General Partner
Page 8
ACKNOWLEDGMENTS
STATE OF TEXAS
COUNTY OF DENTON
The fo, going Ecol ormc Development Program Agreeing t was�xecuted before me on
the day of , 2016 by Howard Marti ,_ ty Manager of the City of
Denton, Texas, a Texas municipal corporation, on be f of said Municipal orpo'atioa,.
a
JENNIFER N ae
�':
A �' PUBLIC -STATE O TEXAS ary Pub is in and for the
I y,. r #$ (MMM, EXR 12-19-2018 ,.kRY :o� State of Texas
a„
STATE OF TEXAS
COUNTY OF DENTON
The foregoing Economic Development Program Agreement was executed before me on
the _ day of , 2016 by Brandon Martino, Managing Member of WGBP
Management, L.L.C., GP of WGBP Investments, LTD., on behalf of said corporation.
Name:
Notary Public in and for the
State of Texas
Page 9
ACKNOWLEDGMENTS
STATE OF TEXAS
COUNTY OF DENTON }
The foregoing Economic Development Program Agreement was executed before me on
the —day of , 2016 by Howard Martin, City Manager of the City of
Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation.
Name:
Notary Public in and for the
State of Texas
STATE OF TEXAS
COUNTY OF DENTON
The foregoing Ecol of c Development Program Agreement was executed before me on
the 'day of, 2016 by Brandon Martino, Managing Member of Oriisoti-
_'&jjd'M
,• C, GP of WGIP Investments, LTD., on behalf of said eorporatio t.
STEPHANIE CULLUM Ntria
Notary Public, State of Texas Notary Public in and for the
My Commission Expires 01-28-18 State of Texas
Page 9
PROPERTY DESCRIPTION
THE PROPERTY IS 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 LOCATED SOUTH OF WEST
UNIVERSITY DRIVE ALONG WESTERN BOULEVARD. BEING 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 DENTON COUNTY,
TEXAS.
Page 10
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10,144,111.
INCENTIVE APPLICATION
Page 12
1 ► •►1
City of Denton
Department of Economic Development
Denton, Texas 76201
(940)349-7776
(940) 349-8596 FAX
W3yw,cityofdcnton.cgni
Page 1 of 9
ig
INCENTIVE APPLICATION
CITY OF DENTON, TEXAS
n
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
Site Address: 4390 Jim Christal Rd., Denton, Texas 76207
Telephone: 940382-5000 Fax No.
Website:
www.thomartlnogroup.com
Contact Name: Brandon Martino
Title: General Partner
Mailing Address: 625 S. Loop 288, Suite 105
Denton, Texas 76205
Telephone: 940-382{000 FaxNo.
Email Address: bmartinothemartlnogroup.com
2. Provide a chronology of plant openings, closing and relocations over the past 15 years.
WA - 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
existing?
Lessee - In discussions 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
bQ
current location.
n
Now 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 new 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). #654450
9. increased Value/Estimated Total Cost of Project. Approx. $24 million In development/construction
Structures
Site Development
Personal Property I Other 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 $
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 manufacturinglwarrohouse
facilities offering approximately 413,000 sq ft. Future tenants are not confirmed at this time.
Page 3 of 9
W
12. Describe any off-site infrastructure requirements;
o Water - NIA
• Wastewater - NIA
d Streets - A new turn [ane to be constructed on Western Blvd,
• Drainage - New box culverts
• Other - Pub]Ic sidewalks t0 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 manufacturinglwarehousellight Industrial jobs
t` ludLw,W the number of sniffs the 2M19dt +a it Omer
Unknown at this time, however It Is likely that a future tenant will operate three shifts per day
Page 4 of 9
At Project
Existing
Start Date
At Term of
Employment Information
Operation
(molyr)
Incentive
(if
I
applicable)
A. Total number of permanent, full-time jobs
B. Employees transferred from outside Denton
C. Net permanent full-tlme 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 manufacturinglwarehousellight Industrial jobs
t` ludLw,W the number of sniffs the 2M19dt +a it Omer
Unknown at this time, however It Is likely that a future tenant will operate three shifts per day
Page 4 of 9
r"� n
H. Estimate annual utility usage for project: Unknown
Electric 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
avenue or project elements Identified In Tax Abatement Pollcy, Section I11).
This business park development will create a need for skilled labor, will Increase tax base, and
will utilize primarily local contractorsrsubcontractom. 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.
Antfclpated 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 teen 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 speclflc detail of any businesses/residents that will be displaced and assistance that will be
available from the requesting company,
Page 5 of 9
n
NIA - unimproved property at this time
n
19. Provide description of any historically significant area Included within the project's area as determined
by the Historic presarvation Officer. If any, give detail of how the historically significant area win be
preserved.
NIA • unimproved properly at this time
20, Justification for Incentive Request: Substantiate and more fully describe the justification 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 If 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 and 4 of the
Incentive Policy.
22. Financial Information: Attach a copy of the latest audited financialstatement 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
Significant relationship with universities
X
Improvements to Downtown
Project forms business 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/util lzed
Community support and Involvement: Attach description of community involvement
22. Financial Information: Attach a copy of the latest audited financialstatement or, In the case of a new
project, a business plan.
Page 6 of 9
W
W
New entity, new developrnent • 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)?
NIA
24. Applicants seeking LEED certification must complete the Green Building Application for Tax
Abatement (Exhlblt B of the policy). WA
Page 7 of 9
r"IN
n
COMPLETE THIS SECTION IF REQUESTING ADDITIONAL INCENTIVE
BASED ON LEED CERTIFICATION CONSTRUCTION
1. Property Owner T
Company or Project
Name
Mailing Address
2. Project location address:
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).
B. Attach a preliminary Leadership In Energy and Environmental Design (LEED) Scorecard Illustrating
how project will achieve the LEED certification.
Leval of Certification
Page 8 of 9
w
Number of points;
w
This Incentive Application Is submitted with the acknowledgement that additional Information may be required.
BRANDON MARTINO
Gale:
Page 9 of 9
WOO P
MUM NO -MS to all that tertwx hid Offend Iftuated is Oki, William RUAM Surgy
.Abstract Number 148, 10 Denton County, Texas, and being a pvxt of a called 16t1 acretract
of Ind described to a deeci fromWallaceE. ])!avis at ux to DIMMeAwls AMbson et or and
WoRaft E. Dmvb Jr. at nx as recorded in Volume 612 rage 430 ofDood Rtwrds,
County, Uza, the vubJect tract being mare particularly desedW as baom3
B$GDIPIDV'G for the Northwest corner of being described herein at a capped iron
red set at the inters on of the East lint ofWcatem Boulevard and the North lite of said
AMmon & Davis tract
TIMCE Beath 88 degmes 58 minutes S7 socondg East with the forth, Una thereof strong or
Mear a huce a distance of 851.60 capped bus rod stamped T rr found icor the
Soutiorest tomer of Lot One Bl _ One of Bethel Temple parsonage Addition, Cabinet F
Page 117 P.X2.D.CT.;
TEMqCR South 89 degrees 20 winuto 56 secondo lost with the South nag thoreo,4 along
or hear a a difiltanco of 117A fest to a capped from rad stamped *'1' CTSE,. found
forunee point In wild South line, Rt the Northeast corner of said Atunmon & Davistract
alta the Northeast comer of the hereta described tract] said corner aloe being in the West
Ione of a tract of land described In a deal to The Selwyn School as recorded in Vdhwe Sil
Page 178 Deed Records, Denton County, Teras;
TnZNCE South 00 degrees 32 Minutes 02 seconds West wfth the East line of said Atbfnson
& Davistract and the West fte of sad Selwyn School along or near a feud a dEstaw of
1301.15 feet to capped Ima rod m6wed 'TKAZ set for the Southew comer of the herein
described t;
THENCE North 89 degrees 09 minutes 23 ieca uds West a distance of 407.59 feet to a
capped from rod stamped " KAZ" set in the Bob time of Western Boulevard for the
Southwest comer of the herein desarilmd tract at the begfuning of a.. to the lit having
a radius Of 10M50 t d a chord be and die o North i25 s 26 zubates
46 seconds WW, 559.44 feet;
' , alosag following 4 courses and didanres with the West line of the herein
ries .d t and the Eastline ofsald i
1) Alang said CUM an am distance ofM6.75 lhetto a capped iron rod stamped 191640"
found;
2) North 41 deVves 24 minutes 45 seconds West a distance of250.30 %et to a capped iron
rod stamped "1"0" band at the begioniag of curve to Tito rtht having a radius of
732.54 fvzt and a chord bearing and distance of North 20 depx= 46 miuntem 19 xecondm
W hot;
3) AIM said carve as are dbtm ace of 327-18 teat to a point at the base of a eoneroto
hoodwall;
4) THENCE North 00 degrees 11 aftates 33 seconds West a distance ot'137.05 to the
MACE OF BZGXNMNG and enclosing 22AS aeras of tend more or lass.
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of 70.340 Not and a of gout) W dogoft 13 rratna oo 14 4owndo Ems% 28:04
Tta t e t3oatdn20" WM 20 arc of add awes #rt aro Uhutraaa &27A Tint to it pod on the Nath WW of the houb daobad bac%
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d
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'AGE 1 OF 2
N T- --x0lT
1720 VVEWMWWf
DENTON, YX 78206
JOgN
tl . 2
t1Ul f
PAUL Jurw WATLOCK
Tax Information
The Denton Central Appraisal District is not responsible for the
assessment or collection of takes for this or any other property. if you
have a question regarding your tax bill please contact the Denton County
T.jlssessor i Collector.
praery Yd 654450
6ecralhic 1D A0140A 000 00393 00Dtl
CeRal De-scrip.A0141iWBry
situp Address_ac_
res
._.
Pr oner�tu Twe I{e
IC41
Land Segments
Land Type Acres_ Sq. Ft.
Dative PastuFe-Xi 21.48 979,229 sq. feet
Splits, Merges, and Deletes
Type Date Detalls
5V6'fEK 11/12/2014 Property Split/ 2015 FROM 36672
Property History
Property 654450 did not exist until the 2015 tax year.
r
Date Type Seller Buyer Deed Ss le Price
Number
special Davis, Wallace Wgbp 2014-
12/1/2014 Wd E 3r & Mary V Investments 121439 Unavailable
Ld
t*tps.IANww.dentmcad.earnAmioc. nn--Gcm„_cei' mWmk=viowgd&IOD&Y€ar�iOMRo tylD- 1-'O&PrWwtyTyf R d=AD!4 12
1113M15 Demon Central Appraisai District- PropertyDetails
Real Estate Sales
Senate Bill 541
In 2005, Texas passed Senate Bill 541, which prohibits the Denton Central
Appralsal District -- and every other Appraisal District in the State of
Texas -- from making photograp s and floorplans of property available
online. Exempted from the restriction will be aerial photographs of five
or more separately ravened buildings.
ny mnegid—wra-8l
t nark tQ 5gzarch 1
hEMIANww;dwAmr,ad.comAndex.php7cpdamoom conM&Isskar iew8irml Yew=2015&PrcportylD-654450&PropertyType=R&AbaCdoA0148A 212
Show sales that occurred within
the past
6 months
7 year
2 years
Subject Property Neighborhood: Wier
!]g
Linkc
Acres
Subject Property Abstract/Subdivision:
LinkLir
Link
A0148A
Subject Property City: Denton City Of
Link
Lin
Subject Property School District:
Link
Link
Denton
Senate Bill 541
In 2005, Texas passed Senate Bill 541, which prohibits the Denton Central
Appralsal District -- and every other Appraisal District in the State of
Texas -- from making photograp s and floorplans of property available
online. Exempted from the restriction will be aerial photographs of five
or more separately ravened buildings.
ny mnegid—wra-8l
t nark tQ 5gzarch 1
hEMIANww;dwAmr,ad.comAndex.php7cpdamoom conM&Isskar iew8irml Yew=2015&PrcportylD-654450&PropertyType=R&AbaCdoA0148A 212
11:4: LI .13 18
LETTER REQUESTING AMENDMENT
Page 13
.1Z.vORISON HOLDI'r"N�JGS
January 26, 2096
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
Brandon Martino, President
525 S. LOOP 288, SUITE 105 + DENTON, TEXAS 76205 9 940-382-5000 0 www.orbonholdings.com
1 -*14:8 I:308�l
CERTIFICATE OF COMPLIANCE
Page 15
c:\users\2404017\appdata\local\microsoft\windows\temporary internet files\content.outlook\le7kgu53\380 certificate of compliance 10-27-16
redline docx
COMPLIANCECITY OF DENTON
CERTIFICATE OF
Company: WGBP Investments, Ltd. Reporting Year: January 1 - December 31, 201
Contract Year No. of 10
I. Investment
1.1 Section I.A. of the Chapter 380 Agreement is conditioned on the capital investment to
generate a minimum increase of assessed real property valuation over the 2015 base year
valuation.
a. The grantee has invested $ -in business 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, 2015 base year is:
Additional Covenants
2.1 Did the Company timely submit this Certificate of Compliance as required under Section
IV B. of the Chapter 380 Agreement during the year ending December 31, 20 ?
❑ YES ❑ NO
2.2 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 Chapter 380 Agreement provides an annual payments for up to ten years based on conditions
being met. For years one through ten, the Agreement provides for annual rebates equal to 70
percent of the City's ad valorem taxes received for the previous year, excluding the value of land,
inventory or vehicles.
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.
c:\users\2404017\appdata\local\microsoft\windows\temporary intemet files\content. outlook\ I e7kgu53\3 80 certificate of compliance 10-27-16
redline.docx
1, 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 Chapter 380 Agreement during the year ending December
31, 2Q, 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
AUTHORIZATION
Page 16
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 RE, SOLVED that, by this Waiver and Unanimous Consent, the Partnership
mid 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 19-th day of _ 2015.
WGBP INVESTMENTS, LTD.:
Orison Holdings, L.L.C., Exiting General Partner
By:
Brandon Martino, President and
Managing =7�rl
By:
65e Rainsey, na—ging- 9nber--
i
111ber
WGBP Management, L.L.C., Successor General Partner
By:
Brandon Martino, President and
Managing 'ember
By:
l�99—sreniberlieQ i4sse�yD7,� 1i
LIMITED PARTNERS:
JMBM Investments, Ltd.
By:
Brandon Martino, President and
Managing Member of Orison Holdings, L.L.C.,
General Partner
LRAR Investments, Ltd.
By: m6j
Martino, President and
Managing Member of Orison Holdings, L.L.C.,
General Partner
Martino Realty Limited Partnership
By:
'T to Pres' exit of
Martino Development Co., General Partner