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2014-158s:\legal\our documents\ordinances\14\331 e hickory ordinance.doc ORDINANCE NO. 2014-158 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, APPROVING A GRANT APPLICATION FROM JOHN LENZ, REPRESENTING CHIDENT HOLDINGS, LLC, FROM THE DOWNTOWN REINVESTMENT GRANT PROGRAM NOT TO EXCEED $25,000; 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, on December 6, 2011, the City Council approved changes to the Downtown Reinvestment Grant Program by Ordinance No. 2012-001; and WHEREAS, John Lenz applied for a$25,000 grant; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council of the City of Denton hereby approves the Agreement attached heretowith from John Lenz in an amount not to exceed $25,000 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. �� 2014. PASSED AND APPROVED this the �,r ;�� day of �� ,,,� mr __, �N� ,� ..-.. F ��4 �' " �� .. �� "� � �� _W:. � _ ..._..........� C111��5 W��'fl��, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY; � t� .�.� �1'PR LT� AS t� LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY; �� . �� `�:�� < ;. �. �� . S:\Economic Development\INCENTIVES\Downtown Grant Agreemen,ts\331 E. Hickory\331 E. Hickory Agreement.doc � �� , ., . This Downtown Reinvestment Grant 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 John Lenz, representing Chident Holdings, LLC (the "Grantee"), duly authorized to do business and in good standing in the State of Texas, duly acting herein by and through its au- thorized 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 on October 13, 2011, the Downtown Task Force recommended changes to the original Downtown Incentive Reimbursement Grant Program; and WHEREAS on November 1, 2011, the Economic Development Partnership Board rec- ommended the changes to the City Council of the City of Denton, including changing the name of the program to "Downtown Reinvestment Grant Program" (the "Program") and WHEREAS, on December 6, 201 l, the City Council approved said changes to the Down- town Reinvestment Grant Program; NOW, THEREFORE, WHEREAS, the Owner will be the Owner, as of the Effective Date (as hereinafter de- fined), which status is a condition precedent, of certain real property, more particularly described in Exhibit "A" attached hereto and incorporated herein by reference and made a part of this Agreement for all purposes (the "Premises") as of the Effective Date; and WHEREAS, on the 27th day of February, 2014, 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 S:\Economic Development\INCENTIVES\Downtown Grant Agreements\331 E. Hickory\331 E. Hickory Agreement.doc 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: I. TERMS AND CONDITIONS OF REIMBURSEMENT 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 $25,000 attributable to new capital investments, as hereinafter described, being constructed on the Premises. B. A condition of the Reimbursement is that, by June 30, 2015 (subject to force majeure delays not to exceed 180 days), a capital investment in the form of fa�ade work and utility upgrades, 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 fa�ade work, awnings and impact fees, as described in Exhibit "C" (the "Improve- ments 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 pro- ject set forth in Exhibit "B". ment. E. Owner agrees to comply with all the terms and conditions set forth in this Agree- II. CONDITION OF REIMBURSEMENT A. At the time of the award of the Grant, all ad valorem real property taxes with re- spect to said property owned within the City shall be current. B. Prior to the award of the Grant, Grantee shall have constructed the Capital Im- provements as specified in Exhibit "B". III. Page 2 S:\Economic Development\INCENTIVES\Downtown Grant Agreements\331 E. Hickory\331 E. Hickory Agreement.doc 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. GENERAL PROVISIONS A. The City has determined that it has adopted guidelines and criteria for the Down- town Reinvestment Grant Program agreements for the City to allow it to enter into this Agree- ment 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: GRANTEE: John Lenz Chident Holdings, LLC 3315 Miracle Lane Flower Mound, Texas 75022 Page 3 CITY: George C. Campbell, City Manager City of Denton 215 East McKinney Denton, Texas 76201 Fax No. 940.349.8596 S:\Economic Development\INCENTIVES\Downtown Grant Agreements\331 E. Hickory\331 E. Hickory Agreement.doc 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 June, 2014, 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". VII. SEVER.ABIILTY 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 Grant with respect to any property is longer than allowed by law, or (ii) the Grant applies to a broader classification of property than is allowed by law, then the Grant 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. B1NDING This Agreement shall be binding on the parties and the respective successors, assigns, heirs, and legal representatives. Page 4 S:\Economic Development\INCENTIVES\Downtown Grant Agreements\331 E. Hickory\331 E. Hickory Agreement.doc 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. 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 JO1NT 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. Page 5 S:\Economic Development\INCENTIVES\Downtown Grant Agreements\331 E. Hickory\331 E. Hickory Agreement.doc This Agreement is executed to be effective 30 days after the executed date of the �r=� ,clay of ,a,�' �� °,�,, , 2014, (the `Bffective Date") by duly authorized officials of the City and Owner. PASSED AND APPROVED this the �'.��' "�� _ day of �� , 2014 CITY OF DENTON ,,� �� ° � , � ��,� ��,�� GEORGE t:". C�iIV�� .L, C;l+�`Y' MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY � , BY: �� _. ,��'l VED A.. "t�7 LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: °`�� ` r `�� , .�`� � � �� .� � �... . �� . �— -:�.-� --�-- �, � � �.�� .� _ ' �- �m� �-_ �y•::;_ ._w�_._., ��1�° LL;�;L, O�r'�E�,� " :�y� ...,Aa�, Page 6 S:\Economic Development\INCENTIVES\Downtown Grant Agreements\331 E. Hickory\331 E. Hickory Agreement.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 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. Gi��a� ��a�ci�x• €�ny 1��d ��tl :�� t�i' ��'ti��. ��i� t�� s�r�r��i�y �a�`,.'w� �'� �,� �....� ��? 1 �E m �... �.. _ _ _ .�..�_ ^ a�� o ��.�� &w � ��, LL ��,�� s�, �� ; �� u�v c:�� p " �� 2�� F �) s ,�„� r Page 7 ��..�� A, �,�.��' �"� ," ,,;;� . �'�� ' �_ .�, �, N�t�ry Public in and for the State of Texas My Commission Expires �Y� „�� ,�'_��° � S:\Economic Development\INCENTIVES\Downtown Grant Agreements\331 E. Hickory\331 E. Hickory Agreement.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 John Lenz, Owner, known to me to be the person who signed and ex- ecuted 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 �„�, 2014. ��`� CHRISTINA DAVIS My Commisafon Expires OC4ober 21. 2G17 �� Page 8 � 5 . � 1�(�t��! Public in and for the State of My Commission Expires: � (