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19-943S:\Legal\Our Documents\Ordinances\19\1 I I Industrial Ordinance clean.doc ORDINANCE NO. 19-943 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, APPROVING A GRANT APPLICATION FROM STEVE SEVERANCE, REPRESENTING STEVE' S WINE BAR, LLC, LOCATED AT I I I W. INDUSTRIAL STREET, FROM THE DOWNTOWN REINVESTMENT GRANT PROGRAM NOT TO EXCEED $10,000; ,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, Steve Severance applied for a $10,000 grant in accordance with the Program; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. The City Council of the City of Denton hereby approves the Agreement attached hereto authorizing a grant in an amount not to exceed $10,000 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 i l I o t I pan to ci )p vov e tll1 � Ordinance was made by � j', � F� � �� and seconded by _ _ �, awl P`, __ __—______ ......__ the Ordinance was ,13assed and approved by the following vote Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Ave Nay F mm�ww�� Abstain Absent PASSED AND APPROVED this the day o, 41 2019, ............ . . . . ............... .. . . . ........ . . . ....... — ------ CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: 21 ... ... ...................................................... APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: 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 Steve Severance and Steve's Wine Bar, LLC, 111 Industrial Street (collectively, "Owner"), duly authorized to do business and in good standing in the State of Tex- as, 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 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" governinN 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 "A" attached hereto and incorporated herein by reference and made a part of this Agreement for all purposes (the "Premises"); and WHEREAS, on the 301h day of August, 2018, Owner submitted an application for a rein- vestment grant 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 Life 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 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 grant: 1. A reimbursement grant in an amount not to exceed $10,000 (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, 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. D. Owner agrees to comply with all the terms and conditions set forth in this Agree - 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 "B." C. If alterations to the fagade work, paint, signage, or awnings portion of the Im- provements 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 tote award of the Grant, Owner shall own or have a leasehold interest in the Promises. Ill. RECORDS AND EVALUATION OF PROJECI 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 %*&W.Vk4is xiq-i� 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 tote re- quirements of the Code and the Program. WM 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: OVVTNER- CITY: Steve Severance Todd Hileman, City Manager Steve's Wine Bar, LLC City of Denton 11 I Industrial 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 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 1roverti th n is allowed by law then the Grant shall be valid with resDect to the classification of 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. om 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, Texas, I 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. 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 OTHEZ-fft��GS 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. CO 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. XV. AMENDMENT 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 bcyotid the com,rol ol'ci(hcr Party, either Party is not able, to pert'r. nii ar y 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. This Agreement is executed to be effective on the executed date of thejd'c ay of �20±1, (the "Effective Date") by duly authorized officials of the City and Owner_ CITY OF DENT 110D 1-11I,131' AN, CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY. CZ Page 5 APPROVED AS TO LEGAL FORM: AARON 1.,1 1" N ATTORNEY S'"(�E,-ivll,lE` R"A N C I .-I'll . . . . . . . .............................. S' l-,VE'S WINE BAR, LLC Its: Manager Page 6 EXHIBIT A LEGAL DESCRIPTION OF` THE? PREMISES I I I Industrial. 0 T DENTON BLK 21 LOT 3R EXHIBIT APPLICATION AND IMPROVEMENTS mm Downtown Reinvestment Grant Program Application Please return completed with necessary attachments and signature to Economic Development office, 2.15 E. McKinney no later than S pm by the first Monday of each month. If you have any application questions, please contact the Economic Development Program Administrator at 940- 349-7732. Applicant Name Date Businc.._�,.- ... ss Namc Mailing Address _,I/< Contact Phone /_ .. )Jmail._.� Address Building Owner (if different front applicant) torical/Current Building Name ................_..._°°°°°°-..__._. Project Site/Address Typeof �W............................._.._ ..................�... p 'Norte: (clnecic all that apply) Paint Only El Fagade & Building Renovation Signage 1,5Awnings Utility Upgrades I, Impact Fees Details of Planned Improvements relating to Grant Request (attach additional information if necessary) rat- .. 4 ✓ M m� �ta .'"ramp" _ X -% a 1. LS Cq �fTyL5 h F��.�-�-� "g faa-c- ce- �� �T�-H � IiaR- � � � Lam✓ ` r ,�- DuNywoww i 1tehivcswiew Quint Program Polley 7 How will this ]►twnlccl hene it Downtown? m.. �le, �..Av a r Project Expenditures __........... . Estimated Costs Grant Requested FaSadellluildi11g Hel►nh Awnings ... �.._ lf� �dcl—It�tic]Ll Signs.�_.._.�..—��_ —.... _._...�.,� -J Impact Fees 1 ►��`--= .�..�....._ ,,.�..M........ ��� Utility Upgrades ^ % no Totals .. TOTAL COST OF PROPOSED PROJT.CT $ on u TOTAL GRANT REQUEST (May not exceed 50% of TOTAI, COST up to $25,000) �....... eta _.. Allach with all required color svmyVes ofpniid, mviling/canopy, sign design, etc., as ►yell as pholographs i f building's exterior facade, roof and foundation. A/1 I r a S �... •�� ..... ...... .... iret's,"walrire Date Downtown Reinvestment Chant Progran► Policy 8 DOWNTOWN REINVESTMENT GRANT AGREEMENT FOIIM 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 Developmeut Program Administrator at 940- 349-7732. I have met with the Economic Development Program Administrator, and I have read and fully understand die 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 liistoeic downtown, (have not recclved, nor ivili I receive htsurance monies for this revitalization project. 1 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 fa�ade, awning or sign work and the fagade, sign or awning is altered for any reason within one (I) year from construction, I may bo required to reimburse the City of Denton immediately for the full amount of the grant.) t) cu ti. ! tgra-z BrrsirresslOrcrtntixliorr Nntrtc lrl�iirrnart"sa il,nnrrtrrrr MutedNonie Date Building Owner's y"a* �� g 's"! t�rrtnrre (ijdereut fr orn applicant) Printed ante Dare ................................................................ ........ This section is to be completed by Economic Development staff...... " . " ` Date considered by DTTF Recontntendallon S1r S'!b►nninre Dale conslrtered by City Manager Reconnnenrlallon` City Manager Signalare, Dale cortrlrlered by HDPB Recontrnewha,1011 Slgff Signature • e; �it�;' l)owutewn Itvinvastment Grant 11mg1an► Policy 9