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19-542SALegal\Our Documents\Ordinances\19\115 S. Elm Ordinance.doc ORDINANCE NO. 19-542 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, APPROVING A GRANT APPLICATION FROM JOEY HAWKINS, REPRESENTING SWEETWATER GRILL AND TAVERN, FROM THE DOWNTOWN REINVESTMENT GRANT PROGRAM NOT TO EXCEED $5,000; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on April 3, 2007, the City Council approved a Downtown Reinvestment Grant Program (the "Program") by Ordinance No. 2007-072; and WHEREAS, on September 18, 2018, the City Council approved changes to the Program by Ordinance No. 18-1321; and WHEREAS, Joey Hawkins applied for a grant in accordance with the Program; 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 hereto authorizing a grant in an amount not to exceed $5,000 from the 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. seconded hb motion �to x1����re�vl�t �s /Ordnance was made by the Ordinance was passed _ and y N and approved by --__------- -- the following vote Aye Nay Abstain Absent Chris Watts, Mayor: ....... _._ Gerard Hudspeth, District 1: Keely G. Briggs, District 2: ,V/ Don Duff, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Q��"� :..... °. 2019. PASSED AND APPROVED this the � day of PASSED AND APPROVED this the.. day of ATTEST: ROSA RIOS, CITY SECRETARY "'ll ... . . ..... BY: - -------- VIC APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY -71 BY: — . . . . . . ...... . . ...... . ..... .. ... 2019. .. . . ........ . ... ATTS, MAYOR 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 City Manager, Todd Hileman, and Joseph Hawkins and Denton Phoenix Rising, LLC d/b/a Sweetwa- ter Grill and Tavern, 115 S. Elm Street (collectively, "Owner"), duly authorized to do business and in good standing in the State of Texas, duly acting herein by and through its authorized of- ficer. WHEREAS, the City Council of Denton, Texas (the "City Council") has adopted an or- dinance 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 in- centive agreements known as the Downtown Reinvestment Grant Program Policy (the "Pro- gram"), a copy of which is on file in the City of Denton Economic Development Office and which is incorporated herein by reference; and WHEREAS, the Program constitutes appropriate "guidelines and criteria" governing 41,owntown reinvestment grant incentive agreements to be entered into by the City; WHEREAS, the Owner will be the owner or have a leasehold interest, as of the Effective Date (as hereinafter defined), 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"); and WHEREAS, on the I oth day of October, 2018, Owner submitted an application for a re- investment grant with various attachments to the City concerning the contemplated use of the Premises (the "Applicationwhich is attached hereto and incorporated herein by reference as Exhibit "B"; and WHEREAS, the Downtown Task Force finds that the contemplated use of the Premises, the 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 Program and similar guidelines and criteria adopted by the City and all applicable law; 1 1� 111111�M I I. TERMS AND CONDITIONS OF REIMBURSEMENT GRANT A. In consideration of and subject to the Owner meeting all the terms and conditions I f reimbursement set forth herein, the City hereby grants the following reimbursement grant: 1. A reimbursement grant in an amount not to exceed $5,000 (the "Grant") attributable to new Improvements, as hereinafter defined, being constructed on the Premises. B. A condition of receiving the Grant is that, by December 13, 2019, Owner con- struct, renovate, and equip fagade work, paint, signage, awnings, and utility upgrades as de- scribed in Exhibit "B" (collectively, the "Improvements") on the Premises. C. A condition of the Reimbursement is that the Improvements be used substantially in accordance with the description of the project set forth in Exhibit "B" and comply with the requirements of the Program. I I I Ill, 11 liffiff I I Ill Ii I I IF T III 1 !1111 1 11 1 1 HMMM Il. V-6-4 T_ LA V-1 Ill - V _Lp,, AIWILA B. Prior to the award of the Grant, Owner shall have constructed the Improvements as specified in Exhibit 1113.11 C. If alterations to the Improvements are made for any reason within one (1) year from construction, Owner is required to reimburse the City in the full amount of the Grant. D. Prior to the award of the Grant, Owner shall own or have a leasehold interest in the Premises. 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. IV. -C&EXIER- A. The City has determined that it has adopted guidelines and criteria for the Pro- gram agreements for the City to allow it to enter into this Agreement containing the terms se'i forth herein. B. The City has determined that procedures followed by the City conform to the re- quirements of the Code and the Program. 5M C. 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. D. Owner represents and warrants that Owner is authorized to make the Improve- ments to the Premises. 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: Joey Hawkins Todd Hileman, City Manager Sweetwater Grill and Tavern City of Denton 115 S. Elm Street 215 East McKinney Denton, Texas 76201 Denton, Texas 76201 Fax No. 940.349.8596 V1. CITY COUNCIL AUTHORIZATION This Agreement was authorized by the City Council by passage of Ordinance authorizing the City Manager to execute this Agreement on behalf of the City. 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 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. O-M. I. 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, Texas. MUM This instrument with the attached exhibits contains the entire agreement between the par- ties with respect to the transaction contemplated in this Agreement. This Agreement shall be binding on the parties and the respective successors, assigns, heirs, and legal representatives. This Agreement may be executed in counterparts, each of which shall be deemed an orig- mal, but all of which together shall constitute one and the same instrument. 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. VO 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. This Agreement may be modified in writing by the parties hereto to include other provi- sions which could have originally been included in this Agreement or to delete provisions that were not originally necessary to this Agreement. VIM XVI. 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. XVI. INDEMNIFICATION OWNER SHALL INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS, ATTORNEYS AND EMPLOYEES (COLLECTIVELY, THE "INDEMNITEES") FROM AND AGAINST ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WHICH DIRECTLY OR INDIRECTLY ARISES FROM CITY'S GRANT AND OWNER'S PERFORMANCE OF ITS OBLIGA- TIONS HEREUNDER AND ANY CONTESTS OR CHALLENGES TO THE LEGAL AUTHORITY OF THE CITY OR OWNER TO ENTER INTO THIS AGREEMENT AND ANY AND ALL LIABILITIES, LOSSES, COSTS OR EXPENSES (INCLUDING AT- TORNEY'S FEES AND DISBURSEMENTS) THAT ANY INDEMNITEES SUFFER OR INCURS AS A RESULT OF ANY OF THE FOREGOING; PROVIDED, HOWEVER, THAT OWNER SHALL HAVE NO OBLIGATION UNDER THIS PARAGRAPH TO THE CITY WITH RESPECT TO ANY OF THE FOREGOING ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY OR THE BREACH BY THE CITY OF THIS AGREEMENT. Tlii; grecnicol, is executed to be effective on the executed date of the ' day of n ��� ' , (the "Effective Date") by duly authorized officials of th .. .� e City and Ower.�I CITY OF DEN' r0 1"ODD HILEMAN, CITY MANAGER ATTEST: � ROSA RIOS, CITY r"METARY APPROVED AS TO LEGAL FORM: AARON Ld CITYATTORNEY BY: �A 0 Page 5 1hIRUDI _ _ . _........._ __ ._..... JOSEPH HA''l l S DENTON PHOI?11� I�ISI�f� 1 BY....: Joseph l la wkid Its: Manager Page 6 EXHIBIT LEGAL w � x 7 � x« n w Va v � w r x � R 4 EXHIBITi Downtown Reinvestment Grant Program Application Please retorn, completed tho, appfl(:�ati(,)n Wi(h neces"'ary atlacIUncl"Is nvid signatures to 1he liconoinic 1)evcl()I,)1nc111pcwattoflllce at 215 k. McKinney, Wyoti ha%?e any pjt�,Ise Contact the Econon,iic* Developnient 111(,qy1111 Administrator at 940-349-7732. Applicant Name Email Address. Project Site/Address 0 Paint only DT, Si nage Utility Upgrades Facade & Building Renovation W= X impact Fees 0 Interior/Code Improvements Details of planned improvements relating to grant request (attach additional information if necessary), . . . . . ....... .... .. . . .... ....... . . .. .. . . .... . ..... . . . ...... A. .... .. .......... . et� . ...... .... I -low will this Iroject benefit lkwntown? . ......... . . TOTAL COST OF PROPOSED PROJECT Ii, TOTA 1, G RANT REQ U 1%,"S"r (Miy not exece(I 50% of*']'(.)'-I'A[, COST up to $25,000) FAU UM Applicant's Date Please c0MPIcte and return with the Downtown Reinvestment Grant Application to till Economic Development office, 215 E- McKinney, If you have, any questions, please contact the Economic Development program Administrator at 940- 349-7732. I have iriet will,, the 1�t,,ojlolnic Developme'll, 1) fully undersUind the Dowj,)tor4�11 a rognint� A (lin inistrti tot', and I have reaa t�rn(l IWIM-strnerif ('ran( proce(Jures established by tll(-, Derit " -1, on City COLInCil. I intend to Use this Grant prograni for the aforementioned renovation projects to adwntec the efforts of revilalizatioti and historic preservation of Denton's historic downtown. I have not received, nor will I receive insurance monies.for this revitalization project. I understand that il'i am awarded a Downtown Reinvestinent Gram by the City ofDent.cm, any deviation 11-oai, thcj1ppr()Ncr1 pro ' ject inay result in the partial, oil, total wilI"Wrawal c1fth(,,,, granL If I awti m nrded a reinvestment grant for f,'acadc, awnir)g (g sign work and the fiacadc, sigil or awribig is altered for any reason within otie (1) year fi-ont constructi(ni, I may be required to reiniburse the (Ity of1jenton irninediately For the Full art mint ofthe grant.) BusinesslOrganization Name o Applicant's Signature Building Owner's Signature (iI'(##Lrentfrom applicant) PrintedName This section is to be completed by Economic Development staff. Recommendation Stql 'Signature Date consideredby TA4Z-*"oard Recommendation ME IM Staff Signature ....... ....