2014-418s:\legal\our documents\ordinancesU4\l 14 w oak ordinance.doc
ORDINANCE NO. 2014-418
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS,
APPROVING A GRANT APPLICATION FROM MATTHEW FISHER, REPRESENTING
WEST OAK COFFEE BAR GP, 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, Matthew Fisher applied for a$25,000 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 Agreement with
Matthew Fisher in an amount not to exceed $25,000 from the Downtown Incentive Reimbursement
Grant Program, which is attached hereto and made a part hereof.
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
_ . . . . . . . . . . . . . . . . . . . . . . m _
approval.
PASSED AND APPROVED this the �m�R� ��� day of ����"���`�"��°'�����'� 2014,
CHRIS WA"T`�"�', ��C�YO��
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�� , � �
� � ,,�� � �,"w " �'� , � � .� a� ,,��� � � �"� �" � �� � .
BY: � ,�r ��'���� � � �� ���.�" � �r����. �� � �.�.� � ���:..���. ,�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: �,°"�" — �°�"��".,� �w ���--
�,,, ��„
S:\Economic Development\INCENTIVES\Downtown Grant Agreements\114 W. Oak\114 W.
Oak Agreement.doc
DOWNTOWN REIMBURSEMENT GRANT INCENTIVE AGREEMENT
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 Matthew Fisher, representing West Oak Coffee Bar GP, LLC (the "Grantee"), duly
authorized to do business and in good standing in the State of Texas, duly acting herein by and
through its authorized ofiicer.
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 �ovember 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, 2011, the City �ouncil app'ro'ved 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 3�d day of April 2014, Owner submitted an application for reinvest-
ment 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\114 W. Oak\114 W.
Oak 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 December 2°d, 2015 (subject to
force majeure delays not to exceed 180 days), a capital investment in the form of fa�ade work ,
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 farade 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 pro-
j ect 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\114 W. Oak\114 W.
Oak 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:
GR.ANTEE:
Matthew Fisher
West Oak Coffee Bar GP, LLC
1103 Egan Street
Denton, Texas 76201
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\114 W. Oak\114 W,
Oak 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 2nd day of December, 2014, authorizing the Mayor to execute this Agree-
ment on behalf of the City, a copy of which is attached hereto and incorporated herein by refer-
ence as Exhibit "D".
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 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\114 W. Oak\114 W.
Oak 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\114 W. Oak\114 W.
Oak Agreement.doc
�"la,u� ,�°a.�;�°�����r�r�� �� ���t��.�i��i �ca �c� �fl��tiw�� .�d) c���� �it��° �I�� c�����r��::r� ���1� +���" ���� .��"��r' ,.c�'<��r ��:I'
,����"������ '�, ��„� ,�(�6�, �%.�1��� "��I����:tir��. 1������") by duly authorized officials of the City and
Owner.
PASSED AND APPROVED this the ��'"��`�� day of w' w� �������" ���'����'���� , 2014
CITY OF DENTON
��� w�����,w� �� ��' .s :.�
..:� ° ,��'� �...,�, � °,� �� �, ...
GEOR .r� 4„��:1^��. 1:3ELL, C� [�' MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ..� � ��� ���' ���� �`"��'° �'� °;�� � "� ���k' � _��� "���'°
� �
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�����m � �� n � � .,
BY: ��,��� �� � ��� �^^�� � �� s��m�
� °
..... ,� m_�....��.� ��m � ...
�,�. �.
N��1
Page 6
�
� SHER, �_� WNER
S:\Economic Development\INCENTIVES\Downtown Grant Agreements\114 W. Oak\114 W.
Oak 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.
C�iiv�a� r��t�c:'!�r r��ay� L�����al <����.�I �ua� c�l`�at:�i�� tl�i� 11�� C�'��,���y cal*��°��'l' ��' �����r�.'�� �4�1��
����� ������� ��� .,
�W'�V�' � �uuTMW��all���°s�u��
�u�` �'���a9Vr `eRa'�pl� �,4 �ia�.waH,x �
�wy�� P� r;uiVqiY�lif.u„�d��b �,a�JUU��*u
���I� �'�u `���� �
�w:� ��.���� �.����. ..,.,� .����
��� � � �,�
� ������
Page 7
,, ��......���� ���� .�. �il .�� ���
����� � �� ����,�� �� "� � a' � u� , �� � ,�����
Nt��w���� Public in and for the
State of Texas , �,
My Commission Expires �' ���� , 4 ��°�� �"
S:\Economic Development\INCENTIVES\Downtown Grant Agreements\114 W. Oak\114 W.
Oak 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 Matthew Fisher, Owner, known to me to be the person who signed
and executed the foregoing instrument, and acknowledged to me that this instrument was execut-
ed for the purposes and consideration therein expressed.
Given under my hand and seal of office this the � ���.� of _ �� ,, �, 2014.
� ,��� � ,� �, ,,,, � �, ,, , ,, �
�
ra� � �� � ��! ��� �'��'
� ,;�% ��
o; ,� �, , ��, 1k, �
���� i„ <x
i�/i��� � � a�
� ��
C��� , ,,,� r„�� � � a, ,, , ,
Page 8