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DOWNTOWN DEVELOPMENT REIMBURSEMENT AGREEMENT-NUECES BREWING COMPANY—
THIRD COAST BEER
This Downtown Development Reimbursement Agreement (the "Agreement") is entered into by and
between the City of Corpus Christi, Texas (the "Cit "), as the agent of the Corpus Christi Tax Increment
Reinvestment Zone #3 ("TIRZ #3"), and Third Coast Beer, L.L.C., dba Nueces Brewing Company (the
"Developer").
Recitals
WHEREAS on December 16, 2008, the City Council of the City(the "City Council") approved Ordinance
027996, which established the T1RZ #3 in accordance with Texas Tax Code Chapter 311. TIRZ #3
promotes economic development and stimulates business and commercial activity in its downtown
Corpus Christi area(the"Zone");
WHEREAS on August 25, 2015, the City Council approved a Project and Financing Plan (the "Plan") for
TIRZ#3;
WHEREAS the Board of Directors of TIRZ#3 (the"Board") includes members of the City Council in a non-
public-official capacity, as well as a representative from each Nueces County and Del Mar College, who
have committed to contribute to TIRZ#3 through Interlocal Agreements created in 2009 and amended
in 2012 and 2016;
WHEREAS the Corpus Christi Downtown Management District ("DMD") assists the City with
administration of TIRZ #3, recommends projects and recommends a DMD representative to be
appointed to the Board through an Interlocal Agreement;
WHEREAS on November 10, 2015, the City Council approved Ordinance 030680, which amended
Ordinance 027996 and authorized the Board to approve agreements in this form, to be entered into by
the City,as the Board considers necessary or convenient to implement the Plan and achieve its purpose;
WHEREAS the Plan contained certain programs designed to improve conditions and increase commerce
within the Zone;
WHEREAS the Developer has proposed a development plan (the "Development") for the certain
improvements listed on attached Exhibit A (each, an "Improvement" and, collectively, the
"Improvements"). The Improvements are planned to be constructed on the property located at 401
Water Street,with such property being more fully described on attached Exhibit B(the"Property"). The
Property is located within the Zone, and the Improvements fall within one of the programs approved in
the Plan;
WHEREAS the Development concept has been refined through cooperation between the Developer,the
City and the DMD to meet the desired goals of revitalization within the Zone and serve a public benefit;
WHEREAS any reference to "City" or"City Staff," is entirely in agency capacity for TIRZ#3, and further
the City as a home-rule municipal corporation is not a party to this agreement;and
C2018-478
5/15/18
Third Coast Beer LLC
SCANNED
WHEREAS the Developer desires to be reimbursed for certain future costs incurred pursuant to the
Development, and TIRZ #3 desires to reimburse the Developer for these costs in accordance with this
Agreement;
Agreement
Now therefore,in consideration of the mutual covenants and obligations,the parties agree as follows:
Section 1. Reimbursement Obligations.
The City shall reimburse the Developer from available TIRZ #3 funds in an amount up to the estimated
project cost listed next to each Improvement in attached Exhibit C (the "Estimated Project Costs"),
except that (a)the total amount of all such reimbursements for the Development may not exceed
$61,700 and(b)if the Developer actually incurs a cost for an Improvement less than that Improvement's
Estimated Project Cost, the City shall reimburse the Developer for only the amount of the cost that the
Developer actually incurred for that Improvement. Based on qualifications of the Development, the
Program reimbursement structure is as follows:
(a) New Tenant Commercial Finish Out Grant Program:
(1) $10 Per Square Foot at 6,170 square feet for an incentive not to exceed$61,700.
(2) Improvements must be permanent,semi-permanent improvements or fixtures
Section 2. Closing Statement Required.Not Applicable
Section 3. Conditions for Reimbursement.
The City shall reimburse Developer in accordance with Section 1 only if the following conditions are
fulfilled:
(a) The Developer constructs all of the Improvements on the Property on or before December 31, 2018
(the"Completion Date")in accordance with Exhibit A and the City's building codes and policies.
(b) Developer obtains all required building permits from the City and commences construction of the
Improvements within six (6) months of the date this Agreement is signed by the City. Any
extensions of this deadline must be requested by Developer in writing and approved by the Board.
(c) The completed Improvements must include all elements (including but not limited to: all design,
structural, architectural, lighting, landscaping, etc.) which are shown or referenced in the
Development Plan attached hereto as Exhibit A. Any amendments to the Development Plan must
be submitted in writing and be approved by all parties to this Agreement.
(d) The City's Development Services Department issues a C of 0 for the Improvements.
(e) Within 60 days of the issuance of C of 0, the Developer submits a Request for Reimbursement for
actual Project Costs,in the form contained in Exhibit D,including:
(i.) C of 0;
(ii.) specific improvements completed under the Project and the amount of money that
Developer paid for completion of such work and that Developer claims as actual Project
Costs;
TIRZ#3 AGREEMENT-NUECES BREWING COMPANY—THIRD COAST BEER 2
(iii.)supporting documents demonstrating that such amounts were actually paid by Developer,
including but not limited to invoices, receipts and final lien waivers signed by the general
contractor;
(f) Appropriate City Staff has inspected the Improvements and certifies that the Improvements are
complete,acceptable,and comport to the terms of this Agreement.
(g) Upon acceptance by City Staff, Request for Reimbursement form is reviewed and approved by the
Board.
(h) If the Developer fails to pay the required taxes on the property or files an appeal to the Nueces
County Appraisal District or any state or federal court of the assessed value of Property for ad
valorem tax purposes, the City and TIRZ #3 shall be under no obligation to make any payments
under this agreement until such time as the appeal is resolved and all taxes are paid in full.Any late
fees, fines,or interest assessed as a result of the failure to pay taxes or the appeal process shall not
be reimbursed to the Developer under this agreement. Reimbursement is limited to the actual
amount of property tax paid on the Improvements.
Section 4. Audit
Developer will also make available for inspection by designated City Staff all financial and business
records of Developer that relate to the Project, in order to assist City Staff in verifying the Developer's
compliance with the terms and conditions of this Agreement. TIRZ#3 shall have the right to have these
records audited.
Section S. Maintenance of Property and Improvements.
Developer must maintain the property for the entirety of the Agreement in accordance with the City's
Property Maintenance requirements. Citations from the Code Enforcement for property maintenance
issues will initiate termination provision(Section 6).
If the Developer constructs the Improvements, the Developer shall maintain the Improvements,
premises, and adjacent public right of way in good condition and so as to not contribute to blight in the
Zone.The Developer's obligation to maintain the Improvements and public right of way adjacent to the
Property, includes without limitation, maintaining the landscaping, sidewalks, aesthetics, and general
cleanliness of the premises.
Section 6. Termination.
Unless sooner terminated in accordance with this Section,this Agreement shall survive the expiration of
TIRZ #3. If the Developer has not fully complied with Section 2 Conditions for Reimbursement by the
Completion Date, this Agreement shall terminate immediately, unless mutually agreed to in writing in
accordance with Section 17.
Three citations from the City's Code Enforcement Division for property maintenance violations and/or
one Code Enforcement citation that results in the City abating the property will initiate a review process
by the TIRZ#3 Board,at which time the Board may elect to terminate the Agreement.
Section 7. Warranties.
Developer warrants and represents to City the following:
TIRZ#3 AGREEMENT-NUECES BREWING COMPANY—THIRD COAST BEER 3
(a) Developer, if a corporation or partnership, is duly organized, validly existing, and in good standing
under the laws of the State of Texas, and further has all corporate power and authority to carry on
its business as presently conducted in Corpus Christi,Texas.
(b) Developer has the authority to enter into and perform, and will perform, the terms of this
Agreement.
(c) Developer has timely filed and will timely file all local, State, and Federal tax reports and returns
required by law to be filed, and has timely paid and will timely pay all assessments, fees, and other
governmental charges,including applicable ad valorem taxes,during the term of this Agreement.
(d) If an audit determines that the request for funds was defective under the law or the terms of this
agreement, Developer agrees to reimburse the City for the sums of money not authorized by law or
this Agreement within 30 days of written notice from the City requesting reimbursement.
(e) The parties executing this Agreement on behalf of Developer are duly authorized to execute this
Agreement on behalf of Developer.
(f) Developer does not and agrees that it will not knowingly employ an undocumented worker. If,after
receiving payments under this Agreement, Developer is convicted of a violation under 8 U.S.C.
Section 1324a(f), Developer shall repay the payments at the rate and according to the terms as
specified by City Ordinance, as amended, not later than the 120th day after the date Developer has
been notified of the violation.
Section 8. Force Majeure.
If the City or Developer are prevented, wholly or in part, from fulfilling its obligations under this
Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods,
governmental restraint or regulation, other causes of force majeure, or by reason of circumstances
beyond its control, then the obligations of the City or Developer are temporarily suspended during
continuation of the force majeure. If either party's obligation is affected by any of the causes of force
majeure, the party affected shall promptly notify the other party in writing,giving full particulars of the
force majeure as soon as possible after the occurrence of the cause or causes relied upon.
Section 9. Assignment.
Developer may not assign all or any part of its rights, privileges, or duties under this Agreement without
the prior written approval of the Board. Any attempted assignment without such approval is void, and
constitutes a breach of this Agreement. Assignment can only be requested for multi-year
reimbursements,after completion of obligations by Developer.
Section 10. Indemnity.
Developer covenants to fully indemnify,save,and hold harmless the TIRZ#3, the City, their respective
officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims, demands,
and actions of any kind on account of personal injuries (including, without limiting the foregoing,
workers'compensation and death claims), or property loss or damage of any kind, which arise out of
or are in any manner connected with, or are claimed to arise out of or be in any manner connected
with Developer activities conducted under or incidental to this Agreement,including any injury,loss or
damage caused by the sole or contributory negligence of any or all of the Indemnitees. Developer
must, at its own expense, investigate all those claims and demands, attend to their settlement or
other disposition, defend all actions based on those claims and demands with counsel satisfactory to
TIRZ#3 AGREEMENT-NUECES BREWING COMPANY—THIRD COAST BEER 4
Indemnitees,and pay all charges of attorneys and all other cost and expenses of any kind arising from
the liability,damage,loss,claims,demands,or actions.
Section 11. Events of Default.
The following events constitute a default of this Agreement:
(a) Failure of Developer to timely, fully, and completely comply with any one or more of the
requirements,obligations,duties,terms,conditions,or warranties of this Agreement.
(b) TIRZ #3, the Board or City Staff determines that any representation or warranty on behalf of
Developer contained in this Agreement or in any financial statement, certificate, report, or opinion
submitted to the TIRZ #3 in connection with this Agreement was incorrect or misleading in any
material respect when made.
(c) Developer makes an assignment for the benefit of creditors.
(d) Developer files a petition in bankruptcy,or is adjudicated insolvent or bankrupt.
Section 12. Notice of Default.
Should the City determine that Developer is in default according to the terms of this Agreement,the City
shall notify Developer in writing of the event of default and provide 60 days from the date of the notice
("Cure Period")for Developer to cure the event of default.
Section 13. Results of Uncured Default.
After exhausting good faith attempts to address any default during the cure Period, and taking into
account any extenuating circumstances that might have occurred through no fault of Developer, as
determined by the City,the following actions must be taken for any default that remains uncured after
the Cure Period.
(a) Developer shall immediately repay all funds paid from TIRZ#3 funds under this Agreement.
(b) Developer shall pay reasonable attorney fees and costs of court.
(c) The City and TIRZ#3 shall have no further obligations to Developer under this Agreement.
(d) Neither the City nor the TIRZ#3 may be held liable for any consequential damages.
(e) The City may pursue all remedies available under law.
Section 14. No Waiver.
(a) No waiver of any covenant or condition, or the breach of any covenant or condition of this
Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the
Agreement.
(b) No waiver of any covenant or condition, or the breach of any covenant or condition of this
Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or
condition or any other covenant or condition of this Agreement.
(c) Any waiver or indulgence of Developer's default may not be considered an estoppel against the City
or TIRZ#3.
(d) It is expressly understood that if at any time Developer is in default in any of its conditions or
covenants of this Agreement,the failure on the part of the City to promptly avail itself of the rights
and remedies that the City may have,will not be considered a waiver on the part of the City,but City
TIRZ#3 AGREEMENT-NUECES BREWING COMPANY—THIRD COAST BEER 5
may at any time avail itself of the rights or remedies or elect to terminate this Agreement on
account of the default.
Section 15. Available Funds.
Developer specifically agrees that City and the TIRZ #3 shall only be liable to Developer for the actual
amount of the money due Developer under this Agreement from TIRZ#3 funds, and shall not be liable
to Developer for any actual or consequential damages,direct or indirect, interest, attorney fees,or cost
of court for any act of default by City or the TIRZ#3 under the terms of this Agreement. Payment by City
is strictly limited to the total amount of increment funds for TIRZ #3. City shall use its best efforts to
anticipate economic conditions and to budget accordingly. However, it is further understood and
agreed that, should the actual tax increment funds be less than the total amount paid to all contracting
parties at the time, then in that event, all contracting parties shall receive only their pro rata share of
the available increment funds for that year, as compared to each contracting parties'grant amount for
that year, and City and the TIRZ#3 shall not be liable to for any deficiency at that time or at any time in
the future. In this event,City will provide all supporting documentation,as requested. Reimbursements
paid to Developer shall require a written request from Developer accompanied by all necessary
supporting documentation,as outlined in Section 2.
Section 16. Notices.
Any required written notices shall be sent by certified mail, postage prepaid,addressed as follows:
Developer:
Third Coast Beer,L.L.C.
401 Water Street
Corpus Christi,Texas 78401
City of Corpus Christi
Attn.: City Manager's Office
Tax Increment Reinvestment Zone#3
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Notice is effective upon deposit in the United States mail in the manner provided above.
Section 17. Amendments or Modifications.
No amendments or modifications to this Agreement may be made, nor any provision waived, unless in
writing signed by a person duly authorized to sign agreements on behalf of each party.
Section 18. Captions.
The captions in this Agreement are for convenience only and are not a part of this Agreement. The
captions do not in any way limit or amplify the terms and provisions of this Agreement.
Section 19. Severability.
TIRZ#3 AGREEMENT-NUECES BREWING COMPANY—THIRD COAST BEER 6
If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this
Agreement or the application of this Agreement to any person or circumstance is, to any extent, held
illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of
competent jurisdiction, then the remainder of this Agreement, or the application of the term or
provision to persons or circumstances other than those as to which it is held illegal, invalid, or
unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to
this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this
Agreement be given full force and effect for its purpose.
To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or
future law effective during the term of this Agreement, then the remainder of this Agreement is not
affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or
provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be
possible and be legal,valid,and enforceable,will be added to this Agreement automatically.
Section 20. Venue.
Venue for any legal action related to this Agreement is in Nueces County,Texas.
Section 21. Sole Agreement.
This Agreement constitutes the sole agreement between City and Developer. Any prior agreements,
promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement,
are of no force and effect.
TIRZ#3 AGREEMENT-NUECES BREWING COMPANY—THIRD COAST BEER 7
APPROVED AS TO FORM: 'day of V v ,2018.
OlAn/U.A
�0�,►� ; '
Assistant City Attorney
For City Attorney
By:
City Manager/Designe-
Date: b��d f,'
City of Corpus Christi on behalf of Tax Increment Reinvestment Zone#3
Attest:
By: k ' i.. ( 1 A
Rebecca Huerta
City Secretary (-- 2*a
tY COUNCIL.._ 18
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Developer A
SECRETAIAl
1111
By: DOL_
President/ChiefItutityi
Executive Officer
Date: i 8
TIRZ#3 AGREEMENT-NUECES BREWING COMPANY—THIRD COAST BEER 8
Exhibit A—Project Description
Exhibit B—Property Description
Exhibit C—Estimated Project Costs
Exhibit D—TIRZ#3 Reimbursement Request Form
TIRZ#3 AGREEMENT- NUECES BREWING COMPANY—THIRD COAST BEER
Exhibit A- Project Description
This adaptive reuse project is a 13,000 square foot finish out for Nueces Brewing Company.The project
scope includes a 7,000 square foot production room,4,170 square foot tasting room,exterior patio,and
parking lot improvements. Additionally, improvements will be made to the building by the property
owner as outlined in the Downtown Development Agreement-Nueces Brewing Company-
Stonewater. Interior finish out work for the tasting room includes lighting,floor and ceiling refinishing,
paint and semi-permanent fixture construction.Additional interior work may include restroom and
office renovation. In accordance with the Streetscape Zone Ordinance, exterior lighting will meet the
specifications of the Illuminating Engineering Society of North America (IESNA)Guideline for Security
Lighting for People, Property and Public Spaces.Additionally,the exterior scope of the project will
include preservation of iconic palm tree artwork.
Interior Concepts:
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TIRZ#3 AGREEMENT-NUECES BREWING COMPANY -THiRD COAST BEER 10
Exterior Renderings
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TIRZ#3 AGREEMENT-NUECES BREWING COMPANY—THIRD COAST BEER 11
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TIRZ#3 AGREEMENT-NUECES BREWING COMPANY-THIRD COAST BEER 12
Exhibit B—Property Description
Property ID: 197742
Legal Description: BOGGUS TRACT 1.133 ACS OUT OF SCHATZEL TR
Geographic ID: 0842-0000-0010
Type: Real
Property Use Code: WHSE
Property Use Description: WAREHOUSE
Address: 401 Water ST S
Corpus Christi, 78401
Neighborhood: BOGGUS TRACT Map ID: U-10
Neighborhood CD: 50842
Both Metes&Bounds, Plat or Survey will be separate pages.
TIRZ#3 AGREEMENT-NUECES BREWING COMPANY—THIRD COAST BEER 13
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TIRZ#3 AGREEMENT-NUECES BREWING COMPANY-THIRD COAST BEER 14
Exhibit C—Project Costs
Improvement Estimated Cost Category
1)Tasting Room Rehabilitation $82,000 New Commercial Tenant Finish Out
2)Furniture,Fixtures&Equipment
3)Other Project Costs $841,470
4)Building Rehab Costs $755,781 Project Specific Development
Agreement—Public Improvements,
Utilities and Building Code
Total Reimbursement Basis $1,679,251
*Total Possible Reimbursement/Reimbursement Basis identifies the Project Costs that make the
Development eligible under the Incentive Guidelines.The Actual Reimbursement is identified in Section
1 of the Agreement.
TIRZ#3 AGREEMENT-NUECES BREWING COMPANY—THIRD COAST BEER 15
Exhibit 0—Request for Reimbursement Form
TIRZ#3 AGREEMENT- NUECES BREWING COMPANY—THIRD COAST BEER 16
Tax increment Reinvestment Zone #3
Request for Reimbursement
Project Name
Grant Program
Type ofRemburseme-.t QO eCiRt
Rep..estor
improvement Estimated Cost Await Cost Invoice
per Agreemet fi cl (Per Athectied o• •1 ` Reference
t)
2)3
r
4)
5)
TOTAL
Attached s the Follow rig
1 Executed 11RR:;3 Pemc.4.sement Ag-eeme •
2' Certfcate of Occuoancy Date
S. Documentation of Expenses
ignat, s e for Subm
•utho• _ed Developer a
uthor zed Genera Cont-aro
An inmmpinr Requestfar Reimbutsement war not be processed.Submrt o hard copy and combined PDF
version to a y53 a610c`tex:$crrr.Upon receipt of Request fecal inspection wet be scheduled
Signatures for Appro{a' P -
Request Recd By City.
Documentat,or Corpyete
Notes
Re=mbursement Approved by TIRZ Y3 Board Da'e
Ta- nv-tmerr zon4 F3 rc^y,,elt r.:. _.. __
Uc a:ed Occder_�35
TIRZ#3 AGREEMENT-NUECES BREWING COMPANY- THIRD COAST BEER 17