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2011-101\\codad\departments\1ega1\our documentslordinances\11\217 e. hickory ramarson,11c ord.doc ORDINANCE NO. 2011-101 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, APPROVING A GRANT APPLICATION FROM BRANDON MARTINO FROM THE DOWNTOWN INCENTIVE GRANT PROGRAM NOT TO EXCEED AND PROVIDING FOR AN EFFECTIVE DATE. ,,>'c~ WHEREAS, on April 3, 2007, the City Council approved a Downtown Incentive Reimbursement Program by Ordinance No. 2007-072; and WHEREAS, Brandon Martino applied for a44--5 ffWgrant; NOW, THEREFORE, °C 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-$4-5-,6@6-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. ,St PASSED AND APPROVED this the f day of , 2011. C MARK A. hdZ6UG~S, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY:~ r Zl~ sacconomicdevelopment\incentives\downtown grant agreements\311 e. hickory\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 3`d 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 developmentlincentivesldowntown grantagreements\31 I e. hickorylagreement 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: tS~~o~ ~ 1. A reimbursement in an amount not to exceed attributable t 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, fagade 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 sAeconomic developmenAincentivcsWowntown grant agreementsl3 ] ] e. hickorylagreement original.doc 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 developmentlincentivesldowntown grantagreements1311 e. hickorylagreement 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 sAeconomic developmentlincentivesWowntown grantagreementsl31 I e. hickorylagreement original.doc 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. St Thi Agreement is executed to be effective 30 days after the executed date of the 2/- day of 2011, (the "Effective Date") by duly authorized officials of the City and Owne L PASSED AND APPROVED this the ~ day of G"k '2011. CITY OF DENTON i G ORG C. CAMPBELL, CITY MANAGER Page 5 sAcconomic developmentlincentivesldowntown grant agreements13Ile. hickorylagreement original.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY B ' 4 )ai~ AP VEDIAO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: G ATTEST: BY: STATE OF TEXAS COUNTY OF DENTON BRANDON MARTINO, OWNER, VIBE INVESTMENTS, LLC 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 day of , 2011. JENNI!'ER K. WALTERS Nata , u!ic,*7te of Texas z,~•/'ti`Y.+c r ; f 'mission Expires ;Q, 2014 ary P lic in and for the to of Texas My Commission Expires: 9 Page 6 s:leconomic developmentlincentivesldowntown grantagreements1311 e, hickorylagreement original.doe 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 7 '`day of t , 2011. CHRISTINA DAVIS Notary Public, State of Texas Notary Pu#ic in and for the My Commission Expires State of October 21, 2013 My Commission Expires: l~ I 1 Page 7 Exhibit A Legal description 217 E. Hickory Al 184a H. Cisco, Tr 109,.1606 Acres, Old Dcad Tr 33 Exhibit B 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 la' Wednesday of eseh 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. • Applicant Name U(,l►'~ ~ ~ ~d1✓l M V) O Date 15-2,q _10r G 1'k1 ♦ Business DOWNTOWN INCENTIVE REIMBURSEMENT GRANT ♦ Mailing Address 10 k N. E y-) 'SA • Pl'lttil~ _'VX _1(01~ 4 Contact Phoneq`1 I- 7 Email Address k1 n (e -}YID t'wt 0 Building Owner (if different front applicant) i Historical/Current Building Name ♦ Physical Building Address 2-1 rL ~hr. ♦ Type of Work: (check all that apply) /Fa;ade Rehabilitation -"'Fagade - Paint-only Awnings -'Signage /Impact Fee ! Utility Upgrade • Details of Planned Improvements for Downtown Incentive Reimbursement Grant: (attach additional paper if necessary) List Contractor/Project architect Proposals and Total Amounts (please attach original proposals): I . um V_ S C''-~ 2. ♦ `1'oTAt. COST OF PROPOSED PROJECT: ~ J so AMOUNT OF GRANT REQUESTED (50% OF TOTAL. COST ABOVE: `"f'q ♦ Complete budget detail form attached on page 13 Attach with all required color samples ofpaint, awningleanopy, sign design, etc., as well as photographs of building's exterior facade, roof and foundation. ~`2y-2or~ Applicant's Signature Date 10 of 12 SAIn -ivt Prm8tan4D0"1---1-61eGran1 fmgr Applkationdoc HOW WILL THIS PROJECT BENEFIT DOWNTOWN DENTON? BUDGET DETAIL I- , , t* R31~ PROJECT EXPE\DITURES CITY FUNDS REQUESTED APPLICANT'S FUNDS TOTAL FA(`ADE REHAB AWNINGS/SIGNS IMPACT FEES UTILITY UPGRADES TOTALS ATTACH EXACT COLOR SAMPLES, MODEL NUMBERS (WINDOWS, DOORS, ETC.), PHOTOS AND/OR SKETCHES OF WORK TO BE COMPLETED. PLEASE INCLUDE AS MUCH DETAIL AS POSSIBLE. 11 of 12 S:dneenth a Prog a Downiown Imenth-e Onm Prngmh Apptic Hondo DOWNTOWN INCENTIVE REIMBURSEMENT GRANT AGREEMENT FORM Please return completed with necessary attachments and signature to Downtown Development office, 215 E. McKinney no later than S p.m. on the Monday prior to the 1't 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. I 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 Incentive Reimbursement Grant. If I am awarded a reimbursement grant for favade, 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. ~ZamL, Business/Organization Name L~Gth ~UYr ~ f frw ZS~ r' Zd l I Applicant's Signature Printed Name Date Building Owner's Signature (if different from applicant) Printed Name Date DTTF Signature (obtain signature at DTTF meeting) Recommendation Date EDPB Signature (obtain signature at EDPB meeting) Recommendation Date 12 of 12 S:.lnwntivePwpumlD-nto lnccnli%R Omni Pmh~ Appficuliomdac Exhibit G Cost for street improvements 217 East Hickory, Denton, Texas CITY FEES Water tap 2" 2500.00 Firewater tap 6" 3100.00 Sewer tap 2110.00 Water impact fee 27,200.00 Sewer impact fee 13,600.00 Total 48,600.00 CONSTRUCTION COST Demo. 2350.00 Saw cut and removal of concrete 3500.00 Replace conc. Curb 1080.00 New walks 2475.00 Relocate downspouts under paving 825.00 Point masonry 1500.00 Paint 500.00 Lights and electrical 2100.00 Canopy 2640.00 Storefront 26,250.00 Sub total 43,220.00 Profit/O'head 6483.00 Total 49,703.00