2011-072\\codad\departments\legal\our documents\ordinances\11\311 e. hickory vibe investments ord.doc
ORDINANCE NO. 2011-072
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS,
APPROVING A GRANT APPLICATION FROM VIBE INVESTMENTS, LLC, FROM THE
DOWNTOWN INCENTIVE GRANT PROGRAM NOT TO EXCEED $6,500; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on April 3, 2007, the City Council approved a Downtown Incentive
Reimbursement Program by Ordinance No. 2007-072; and
WHEREAS, Brandon Martino, owner of Vibe Investments, LLC applied for a $6,500 grant;
NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council of the City of Denton hereby approves the request from
Brandon Martino for $6,500 from the Downtown Incentive Reimbursement Grant Program.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement and to carry out the duties and responsibilities of the City, including the expenditure
of funds as provided in the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2011.
L r
MARK A. B'UiRO S, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
r
BY?0VED AP AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: i /
s:\economie development\incentives\downtown grant agreements\311 e. hickory\ordinance and agreement original.doc
DOWNTOWN REIMBURSEMENT GRANT INCENTIVE AGREEMENT
This Downtown Reinvestment Grant Incentive Agreement (the "Agreement") is entered
into by and between the City of Denton, Texas (the "City"), duly acting herein by and through its
Mayor, and Brandon Martino, Owner of Vibe Investments, a Limited Liability Corporation (the
"Owner"), duly authorized to do business and in good standing in the State of Texas, duly acting
herein by and through its authorized officer.
WHEREAS, the City has adopted a resolution which provides that it elects to be eligible
to participate in downtown reinvestment grant incentives and has adopted guidelines and criteria
governing downtown reinvestment grant incentive agreements known as the Denton Downtown
Reinvestment Grant Incentive Program; and
WHEREAS, on the 3rd day of April, 2007, the City Council of Denton, Texas (the "City
Council") adopted the Denton Downtown Incentive Reimbursement Program (the "Program"), a
copy of which is on file in the City of Denton Economic Development Office and which is in-
corporated herein by reference; and
WHEREAS, the Denton Downtown Incentive Reimbursement Program Policy consti-
tutes appropriate "guidelines and criteria" governing downtown reinvestment grant incentive
agreements to be entered into by the City; and
WHEREAS, Owner will be the owner, as of the Effective Date (as hereinafter defined),
which status is a condition precedent, of certain real property, more particularly described in Ex-
hibit "A" attached hereto and incorporated herein by reference and made a part of this Agree-
ment for all purposes (the "Premises") as of the Effective Date; and
WHEREAS, on the 21St day of February, 2011, Owner submitted an application for rein-
vestment with various attachments to the City concerning the contemplated use of the Premises
(the "Application"), which is attached hereto and incorporated herein by reference as Exhibit
`B"• and
WHEREAS, the City Council finds that the contemplated use of the Premises, the Con-
templated Improvements (as hereinafter defined) to the Premises as set forth in this Agreement,
and the other terms hereof are consistent with encouraging development in accordance with the
purposes and are in compliance with the Ordinance and Program and similar guidelines and cri-
teria adopted by the City and all applicable law;
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 REIMBURSEMENT
sAeconomic developmenWricentiveAdowntown grantagrcements1311 e. hickorylordinance and agreement original.doc
A. In consideration of and subject to the Owner meeting all the terms and conditions
of reimbursement set forth herein, the City hereby grants the following reimbursement:
1. A reimbursement in an amount not to exceed $6,500 attributable to new
capital investments, as hereinafter described, being constructed on the Premises.
B. A condition of the Reimbursement is that, by May 3, 2012 (subject to force maje-
ure delays not to exceed 180 days), a capital investment in the form of awnings and impact fees
as described in Exhibit "B" be constructed on the Premises. 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 XXI "Force Majeure" which makes it impossible to meet the
above-mentioned thresholds.
C. The term "capital investment" is defined as the construction, renovation and
equipping of awnings, utility upgrades, facade and entryway work, as described in Exhibit "C"
(the "Improvements on the Premises", the "Contemplated Improvements" or "Improvements") to
include costs related to the construction of the Improvements on the Premises.
D. A condition of the Reimbursement is that the Contemplated Improvements be
constructed and the Premises be used substantially in accordance with the description of the
project set forth in Exhibit "B".
E. Owner agrees to comply with all the terms and conditions set forth in this Agree-
ment.
II.
CONDITION OF REIMBURSEMENT
A. At the time of the award of the Reimbursement, all ad valorem real property taxes
with respect to said property owned within the City shall be current.
B. Prior to the award of the Reimbursement, Owner shall have constructed the Capi-
tal Improvements as specified in Exhibit "B".
III.
RECORDS AND EVALUATION OF PROJECT
A. The Owner shall provide access and authorize inspection of the Premises by City
employees and allow sufficient inspection of financial information related to construction of the
Improvements to insure that the Improvements are made and the thresholds are met according to
the specifications and conditions of this Agreement. Such inspections shall be done in a way that
will not interfere with Owner's business operations.
Page 2
s:\economic development\incentives\downtown grantagreements\311 e, hickory\ordinance and agreement original. doe
IV.
GENERAL PROVISIONS
A. The City has determined that it has adopted guidelines and criteria for the Down-
town Reimbursement Grant Incentive Program agreements for the City to allow it to enter into
this Agreement containing the terms set forth herein.
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. 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 Zon-
ing Commission of the City, or any member of the governing body of any taxing units joining in
or adopting this Agreement.
D. 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.
V.
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 pre-
pare, by hand delivery or via facsimile:
OWNER: CITY:
Brandon Martino George C. Campbell, City Manager
Vibe Investments, LLC City of Denton
101 N. Austin Street 215 East McKinney
Denton, Texas 76201 Denton, Texas 76201
Fax No. 940.349.8596
VI.
CITY COUNCIL AUTHORIZATION
This Agreement was authorized by the City Council by passage of an enabling ordinance
at its meeting on the 3rd day of May, 2011, authorizing the Mayor to execute this Agreement on
behalf of the City, a copy of which is attached hereto and incorporated herein by reference as
Exhibit "D".
Page 3
s:leconomic developmentlincentives\downtown grant agreements1311 e. hickory\ordinance and agreement original.doc
VII.
SEVERABIILTY
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, para-
graph, sentence, phrase, or word. In the event that (i) the term of the Reimbursement with re-
spect to any property is longer than allowed by law, or (ii) the Reimbursement applies to a
broader classification of property than is allowed by law, then the Reimbursement shall be valid
with respect to the classification of property abated hereunder, and the portion of the term, that is
allowed by law.
VIII.
OWNER STANDING
Owner, 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 or-
dinances, resolutions, or City Council actions authorizing same and Owner shall be entitled to
intervene in said litigation.
IX.
APPLICABLE LAW
This Agreement shall be construed under the laws of the State of Texas and is fully per-
formable in Denton County, Texas. Venue for any action under this Agreement shall be in Den-
ton County,
X.
ENTIRE AGREEMENT
This instrument with the attached exhibits contains the entire agreement between the par-
ties with respect to the transaction contemplated in this Agreement.
XI.
BINDING
This Agreement shall be binding on the parties and the respective successors, assigns,
heirs, and legal representatives.
XII.
COUNTERPARTS
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.
Page 4
sAcconomic developmenWricentivesldowntown grant agreements1311 e. hickory\ordinance and agreement original.doe
XIII.
SECTION AND OTHER HEADINGS
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.
XIV.
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.
XX.
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 orig-
inally necessary to this Agreement.
XXI.
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 obli-
gations under this Agreement, then the respective Party's obligations hereunder shall be sus-
pended during such period but for no longer than such period of time when the party is unable to
perform. p~
This A reement is executed to be effective 30 days after the executed date of the day of , 2011, (the "Effective Date") by duly authorized officials of the City
and Owner. d-
PASSED AND APPROVED this the day of '2011.
CITY OF DENTON
GEORGE` C. CAMPBELL, CITY MANAGER
Page 5
sAeconomic developmenAincentivesldowntown grant agreements1311 e. hickorylordinance and agreement original.doc
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APP OVED TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
BRANDON MARTINO, OWNER,
VIBE INVESTMENTS, LLC
ATTEST:
BY:
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 George C. Campbell, City Manager 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 instrument was executed for the purposes and consideration therein expressed.
Given under my hand and seal of office this the 0--dlay of , 2011.
JENNIFER K. WALTERS
Notary Public, State of Texas
_ :y€ My Commission Expires
December 19, 2014
ft] k4-'l
tary P lic in and for the
tate of as My Commission Expires: 7
Page 6
sAeconomic development\incentives\downtown grantagreements1311 e. hickory\ordinance and agreement original.doc
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 Brandon Martino, owner of Vibe Investments, LLC, known to me 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 my hand and seal of office this the fft day of t'i , 2011.
Notary P ubl c, State ofTexas
~ic~cc My Commission Expires
October 21, 2013
Notary Public in and for the
State of Tit
My Commission Expires: t0 Zc 10~
Page 7
Exhibit A
LEGAL DESCRIPTION
311 E. Hickory
Al 184a H. Cisco, Tr 114, .3213 Acres
Exhibit B
o DOWNTOWN INCENTIVE REIMBURSEMENT GRANT
PROGRAM APPLICATION
Please return completed with necessary attachments and signature to Downtown Development office, 215 E.
McKinney no later than 5 p.m, on the Monday prior to the 1" Wednesday of each month. If you have any
application questions, please contact the Downtown Project Coordinator at 940-349-7731. If you have pny
building or sign permitlhistoric preservation questions, please contact the Historic Preservation Ofllcer at
940-349-7732.
4 Applicant Name b-puldon Mwtinp Date 2 _ Z-i s!
4 Business Name Vibe. h'nvtq*wo LL C
4 Mailing Addresss of t)r /L&rtlk 1u'L -T G_- - ~
4 Contact Phonc qqQ F j ` 5-2-9.? Email Address '~l✓GYl(~cy►-~ ('12 i m-t, slot
4 Building Owner (if dffferentfi-om applicant)
4 Historical/Current Building Name
4 Physical Building Address
4 Type of Work: (checkall that apply)
For ,ade Rehabilitation Fapade - Paint-only ZC Awnings
Signage Impact Fee Utility
Upgrade
4 Details of Planned Improvements for Downtown Incentive Reimbursement Grant:
(Rtlach addfilonal apes ljrrecesaarl )
12~ -d" 3// ~f/t 4 r
List Contractor/Project architect Proposals and Total Amounts (please attach original proposals):
2. r,, tar 1/h'04''/ Dail ,36S , S (O
4 TOTAL COST OF PROPOSED PROJECI': 11n
4 AMOUNT oF' GRANT REQUESTED (50%0 oFTOTAL COST ABOVE): :Sd/ Oo O
4 Complete budget detail form attached on gape 13
Attach with all required color samples of paint, awning/canopy, sign design, etc., as spell as
photographs of building's exterlor facade, roof and foundation.
- ~ 9" d011
Applicant's Signature Date
10 of 12
S;4wc 01.0 Pro "Wi Downlmrn Incenllvt Gm Nogrwn Appll.Oon.doe
How WILL THIS PROJECT' BENEI'IT DOWNTOWN DENTON?
ho c wtrl f0 c f~ r fi oG .
i
RUDGEI' DETAIL
PROJECT EXPENDITURES
CITY FUNDS REQUESTED
APPLICANT'S FUNDS
TOTAL
FA('ADL• REIIA
D
♦ p
sr.
AWNINGS/SIGNS
IM PAC T f EES
UTILITY UPGRADES
TOTALS
]
A'T?'ACII EXACT COLOR SAMPLES, MODEL NUMBERS (WINDOWS, DOORS, ETC.), PHOTOS AND/OR SKETCHES OF WORK
'10 BE COMPLETED, PLEASE. INCLUDE AS MUCH DETAIL AS POSSIBLE,
11 of 12
SAneon{ivo PtogmdDownlown twentice Gnnl Pmgmn Appllullpa due
DOWNTOWN INCENTIVE REIMBURSEMENT GRANT
AGREEMENT FORM
Please return completed with necessary attachments and signature to Downtown Development office, 215 E.
McKinney no later than 5 p.m, on the Monday prior to the f" Wednesday'of each month. If you have any
application questions, please contact the Downtown Project Coordinator at 940-349-7731. If you have any
building or sign permit/historic preservation questions, please contact the Historic Preservation Officer at
940-349-7732.
1 have met with the Downtown Project Coordinator, and I fully understand the Downtown Incentive
Reimbursement Grant Procedures and Details established by the Denton City-Council, I intend to use this
grant program for the aforementioned renovation projects to forward the efforts of revitalization and
historic preservation of Denton's historic downtown. I have not received, nor will I receive insurance
monies for this revitalization project.
I have read the Downtown Incentive Reimbursement Grant Application Procedures including the
Downtown Incentive Reimbursement Grant Details.
I understand that if I am awarded a Downtown Incentive Reimbursement Grant by the Denton City
Council, any deviation from the approved project may result in the partial or total withdrawal of the
Downtown Ltcentive Reimbursement Grant. If I am awarded a reimbursement grant for facade, awning
or sign work and the fagade, sign or awning is altered for any reason within one (1)- year from
construction, I may be required to reimburse the City of Denton immediately for the full amount of the
Downtown Incentive Reimbursement Grant.
U 1 Invcs"mun-fs LL C.
Business/Otgattization,Nont e
m NW lino 'Z ^ z/ 7,011
Applicant's Signature Printed Name Date
Building Owner's Signature (if d ereni ftom applicant) Printed Nante Date
DTTF Signature (obtain signature al DTTF meeting) Recommendation Date
EDPB Signature (obtain signature at BDPB meeting) Recommendation Date
12 of 12
5:jl nOre Prognmbmrvdmen mcemlec onm ProLmm App6nllondoc
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