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19-543S:\Legal\Our Documents\Ordinances\19\1 19 W. Hickory Ordinance.doc ORDINANCE NO. 19-543 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, APPROVING A GRANT APPLICATION FROM CHARLES NOLET, REPRESENTING THE LOOPHOLE, 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, Charles Nolet applied for a $5,000 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 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. The motion to app10 c this Ordinance was made by �< u , fit, �r ,�°� and seconded by / .. ; the Ordinance was passed and'approved by ........ 111c 1,611owilig vo&.e Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the ��� -- — =- day of r" :.e, .:......... 2019. ...... ��.___a....._ .,11RIS WATTS, MA R. ATTEST: ROSA RIOS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY '�. �. Irl 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 Charles Nolet and JNC Investments, LLC d/b/a The Loophole, 119 W. Hickory 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 officer. 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 grani 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 ant which is incorporated herein by reference; and WHEREAS, the Program constitutes appropriate "guidelines and criteria" governing downtown 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 attached hereto and incorporated herein by reference and made a part of this Agreement for all purposes (the "Premises"); and WHEREAS, on the 19day of June, 2019, Owner submitted an application for a rein- vestment grant with various attachments to the City concerning the contemplated use of thn. Premises (the "Application"), which 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; NOW, THEREFORE, the City Manager and Owner for and in consideration of the prem- ises and the promises contained herein do hereby contract, covenant, and agree as follows: I. TERMS AND CONDITIONS OF REIMBURSEMENT GRANT 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 grant: I . A reimbursement grant in an amount not to exceed $5,000 (the "Grant") q.ttributable 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, utility upgrades, and incur im- pact fees as described 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. II. CONDITION OF REIMBURSEMENT A. At the time of the award of the Grant, all ad valorem real property taxes with re- spect to the Premises and all other property in the City owned by the Owner shall be current. B. Prior to the award of the Grant, Owner shall have constructed the Improvements as specified in Exhibit 11B." C. If alterations to the fagade, paint, awning or sign work 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, Ill. 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. 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 set forth herein. B. The City has determined that procedures followed by the City conform to the re- quirements of the Code and the Program. 64M 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, *r such other party or address as either party designated in writing, by certified mail postage pre - [•:are, by hand delivery or via facsimile: OWNER: CITY: Charles Nolet Todd Hileman, City Manager The Loophole City of Denton 119 W Hickory 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 Ordinance authorizin,9 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 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. Vill, 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. EM 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 ♦ shall be in Den- ton County, Texas. X F—UMM JLF1CL'FF,1, 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- inal, but all of which together shall constitute one and the same instrument. XIII. SECTION AND • 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. 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. 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,1 HOLD HARMLESS IKLECTED OFFICIALS,OFFICERS,1 1' EMPLOYEEQ 1, 1; FROM 1` AGAINST ANY CLAIM, IrEMAND, ACTION OR CAUSE OF ACTIONDIRECTLYOR INDIRECTLY ARISES FROM,, 1 1WNER'S PERFORMANCE OF ITS OBLIGA- TIONS 1 I ANY CONTESTSOR CHALLENGES TO THE LEGAL AUTHORITY OF 1! OWNER TO ENTER INTO THIS AGREEMENT AND ANY 1 ALL LIABILITIES, LOSSES,1 OR EXPENSES (INCLUDING 1 '! 1 DISBURSEMENTS) INDEMNITEES SUFFER 1 INCURS AS A RESULT OF ANY OF THE FOREGOING;PROVIDED, HOWEVER, THAT OWNER SHALL HAVE NO OBLIGATION 1 PARAGRAPH T1 THE CITY WITH RESPECT 1, ANY OF THE FOREGOING OUT OF THE GROSS 1.WILLFUL MISCONDUCTOF THE CITY OR THE :: -V BY OF THIS AGREEMENT. Tliis,p Agreement is executed to be effective on the executed date of the , � ` day of "� _ t1�le. `affective Date") by duly authorized officials of the City and CITY OF DENT) I .. TODD HILEMAN CITY MANAGER mER ATTEST: - ROSA RIOS, CITY SECRETARY , APPROVED AS TO LEGAL FORM;. AARON H A) s, (1 1 Y....ATTORNEY F� 1, BY: �" __...... _._ . Page 5 JNC INVESTMENTS, LLC k Its; Page 6 EXHIBIT A thereof recorded o4 ►,g. 53, Deed Records, Denton County, Texas. EXHIBIT r, r> APPLICATION AND IMPROVEMENTS 111 i 1 171i, 1 1' 1 1 i Please return completed with necessary attachments and signature to Economic Development office, 215 E. McKJnney no later than 5 put by the first Monday of each month. If you have any application questions, please contact the Economic Development Program Administrator at - 3-7732. Applicant Name ate Charles Nolet 06/19/2018 _ �...a__.. ._...... >> Business Name m...,.... _ ........ The Loophole (JCN Investments) _......eeeee._ men .... ..... .,............ .,. Mailing Address 119 W. Hickory St. Denton, Tx 76201 Contact Phone ail ddr s 3 y „Designer brandoncoaltaylor@gmaii.com Building Owner (if different from applicant) ���� �� � � � � � 0,611112018 COA granted Historical/Current Building Name The Loophole Project Site/Address 119 W. Hickory St. Denton, Tx 7601 Type of Work; (check all that apply) Paint Only Fagade & Building Renovation ignge Awnings Utility Upgrades 2:1 Impact Fees Details of p;ovements relating toadditional Renovation to restore Historical significance to the current facade, intedor vestibule, entry way, and signage based • - • • • • r ! • • - • flow will this prqicct benefit Downtown? . . . . ....... . .... ...... . ............ The proiect's ooal is to restore historical siqnificance to an accurate historic Qeriod in the interest to Increase consumer traffic, historic aw-preniess,complempntin the downtown's . ........... historic and current 'Period desiqn, partnershiD with local arts buisness, and servino as a destinati TOTAL COST OF PROPOSED PROJECT $ $64,500 TOTAL GRANT REQUEST (May not exceed 50% of TOTAL COST up to $25,000) $25,000 Attach ivith all required color samples of paint, aivning/canopy, sign design, etc., as well as photographs of building's exterior facade, roof andfoundallon. 06/19/2018 ............... ---, ........... - ---------- - - ----------------- ........ — ----- . . ......... — Applicant's Signature Date Please complete and return with Downtown Reinvestment Grant Application to Economic Development office, 215 E. McKinney no later than 5 pm by the first Monday of each month. If you have any questions, please contact the Economic Development Program Administrator at 940- 39-7732. I have met with the Economic Development Program Administrator, and I have read and fully understand the Downtown Reinvestment Grant procedures established by the Denton City Council, I intend to use this grant program for the aforementioned renovation projects to advance the efforts of revitalization and historic preservation of Denton's historic downtown. I have not received not, will I receive Insurance monies for this revitalization project. I understand that if I am awarded a Downtown Reinvestment Grant by the City of Denton, any deviation from the approved project may result in the partial or total withdrawal of the grant, (If I am awarded a reinvestment grant for fagade, 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 grant.) The -Loophole (JCN Investments) BusinesslOrganization Name 06119/2018 Applicant's Signature Printed Name Date Charles Nolet .. bv �, �. Building Owner's Signature (ifdifferenifi-oin r Date ........... .. — ._. .. ............._ ___ °Phis section is to be completed by Economic Development staff - n- �e , 6o 6t",9-0) I L Date considered by City Manager Recommendation City Manager Signature Date considered by EDPB Recommendation SfQYA� I