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21-250021-2500 ORDINANCE NO._ AN ORDINANCE OF THE CITY OF DENTON, APPROVING A GRANT APPLICATION FROM 3 WISHES MARKET LLC LOCATED AT 108 W. OAK ST., STE 101, FROM THE DOWNTOWN REINVESTMENT GRANT PROGRAM NOT TO EXCEED $1,205.00; 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 August 18, 2020, the City Council approved changes to the Program by Ordinance No. 20-1521; and WHEREAS, 3 Wishes Gifts located at 108 W. Oak Street, Ste. 101 (the "Property") applied for a $1,205.00 grant in accordance with the Program; WHEREAS, the Tax Increment Financing Reinvestment Zone Number One Board and the Economic Development Partnership Board reviewed the application in accordance with the Program and recommend a grant in an amount not to exceed $1,205.00; 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 for the Property in an amount not to exceed $1,205.00 from the Program. SECTION 2. The Interim City Manager, or her 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 approve this Ordinance was made by Sof) Mc>yq u; C Q. and seconded by —:S -e-5 S r, —N'3 g .V ; the Ordinance was passed and approved by the following vote [ a - -0j: Gerard Hudspeth, Mayor: Vicki Byrd, District 1: Brian Beek, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Ave Nay �-*1 �Iz Abstain Absent PASSED AND APPROVED this the lD ii day of Na q C.+M)Pe-C , 2021. z - -- �/Z- - - - GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY D,F BY: o APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Mack ��s�4F•.'....... ..••+'+• C� Reinwand Ac� Dat 2021.11.1212:34:13BY: -06'00' DocuSign Envelope ID: 37FD49A2-FDD1-4823-8098-556623F1375E DOWNTOWN REINVESTMENT GRANT 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 Interim City Manager, Sara Hensley, and 3 Wishes Market, LLC, 108 W. Oak Street Suite 101 ("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 ordinance 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 Downtown Reinvestment Grant Program Policy (the "Program"), 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 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 19th day of July, 2021, 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 WHEREAS, the Downtown Economic Development Committee 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 premises 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 $1,205.00 (the "Grant") attributable to new Improvements, as hereinafter defined, being constructed on the Premises. DocuSign Envelope ID: 37FD49A2-FDD1-4823-8098-556623F1375E B. A condition of receiving the Grant is that, by November 16, 2022, Owner con- struct, renovate, and equip a fagade awning with signage as described in Exhibit `B" (collective- ly, 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 Agreement. II. CONDITION OF REIMBURSEMENT A. At the time of the award of the Grant, all ad valorem real property taxes with respect 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 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. GENERAL PROVISIONS A. The City has determined that it has adopted guidelines and criteria for the Program 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 requirements of the Code and the Program. Page 2 DocuSign Envelope ID: 37FD49A2-FDD1-4823-8098-556623F1375E C. In the event of any conflict between the City zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control. D. Owner represents and warrants that Owner is authorized to make the Improvements to the Premises. 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 prepare, by hand delivery or via facsimile: OWNER: CITY: Cathy Allcorn Sara Hensley, Interim City Manager 3 Wishes Gifts City of Denton 108 W. Oak St., Ste. 101 215 East McKinney Denton, Texas 76201 Denton, Texas 76201 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. 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, paragraph, 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 ordinances, resolutions, or City Council actions authorizing same and Owner shall be entitled to intervene in said litigation. Page 3 DocuSign Envelope ID: 37FD49A2-FDD1-4823-8098-556623F1375E IX. APPLICABLE LAW This Agreement shall be construed under the laws of the State of Texas and is fully performable in Denton County, Texas. Venue for any action under this Agreement shall be in Denton County, Texas. X. ENTIRE AGREEMENT This instrument with the attached exhibits contains the entire agreement between the parties with respect to the transaction contemplated in this Agreement. XI. BINDING 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 original, 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 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 provisions which could have originally been included in this Agreement or to delete provisions that were not originally necessary to this Agreement. Page 4 DocuSign Envelope ID: 37FD49A2-FDD1-4823-8098-556623F1375E 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 obligations under this Agreement, then the respective Party's obligations hereunder shall be suspended 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 the 16th day of November , 2021, (the "Effective Date") by duly authorized officials of the City and Owner. ATTEST: ROSA RIOS, CITY SECRETARY 5Signed by: PIZ BY:R,," 1CKABC5E175493... CITY OF DENTON DocuSigned by: i '1gENSLEY, INTERIM CITY MANAGER Page 5 DocuSign Envelope ID: 37FD49A2-FDD1-4823-8098-556623F1375E APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY /—DocuSigned by: BY: jM.,� . PaAW-01 7F9D328BF0204E5... OWNER: 3 WISHES MARKET, LLC DocuSigned by: By: '--A ASD176656ED0427... Partner Title: Page 6 DocuSign Envelope ID: 37FD49A2-FDD1-4823-8098-556623F1375E EXHIBIT A LEGAL DESCRIPTION OF THE PREMISES All that certain lot, tract or parcel of land lying and being situated in the City and County of Denton, State of Texas, and being all of Lot 4 (E25') Block 5 Original Town Denton, an Addi- tion to the City of Denton, Texas, according to the plat thereof recorded in the Deed Records, Denton County, Texas. LO Verified b Page 7 DocuSign Envelope ID: 37FD49A2-FDD1-4823-B098-556623F1375E EXHIBIT B APPLICATION AND IMPROVEMENTS Page 8 DocuSign Envelope ID: 37FD49A2-FDD1-4823-8098-556623F1375E Downtown Reinvestment Grant Program Application Please return completed the application with necessary attachments and signatures to the Economic Development Department office at 215 E. McKinney. If you have any application questions, please contact the Economic Development Department at 940-349-7776. Applicant Named ` Date OTtEr _ l Business Name w'�(^ Y l Mailing Address lbs Lei 0 0J< S� Contact Phon 0. U.. bq-z Email Address L -5 E Y , Building Owner (if differentfirm applic. nt) Historical/Cu ent Building Name Project Site/Address I DS 0 Type of Work: (check all that apply) ❑ Paint Only ❑ Signage ❑ t'tility Upgrades ❑ Facade & Building Renovation CST Awnings \A( 'Di ❑ Impact Fees CT'v\ ❑ Interior/Code Improvements Details of planned improvements relating to grant request (attach additional information if necessary). 7 DocuSign Envelope ID: 37FD49A2-FDD1-4823-B098-556623F1375E Project Categories Estimated Costs Grant Requested Facade/Building Rehab Awnings 1119 )5- C)5- Signs Signs Impact Fees Utility Upgrades Interior/Code Improvements Totals TOTAL COST OF PROPOSED PROJECT $ 601 TOTAL GRANT REQUEST $ c�7 (May not exceed 50% of TOTAL COST up to $25,000) Z� I Attach all required color samples of paint, awning,, ctiaopy, sign design, etc., as well as photographs of building's exterior./ac ade, roof and foundation. Applicant's r. - .[ GA ,1� Date DocuSign Envelope ID: 37FD49A2-FDD1-4823-8098-556623F1375E DOWNTOWN REINVESTMENT GRANT AGREENI -NT FORM Please complete and return with the Downtown Reinvestment Grant Application to the Economic Development office, 215 E. McKinney. If you have any questions, please contact the Economic Development Department at 940- 349-7776. I have met with a representative from the Economic Development Department, 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 historii downtown. I have not received, nor will I receive insurance monies for this revitalization project. I understand that if l 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 facade, awning or s1 �ii work and the facade, 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.) Business/Organization Name: l �ylEA Applicant's Signature Printed Building Owner's Signature (if This section is to be completed by Economic Development staff. Date considered by DEDC Recommendation Date Name Date ec Staff Signature Date consideredby TIRZ #1 Board Recommendation Staff Signature it I, yr - ' w 7 �3� - Ll-I '1 r• - � - _ LJ-= - '.r : wl =-•�'�._.- .. - ALF-PINT - -_-_ =_ �. •� � �, Elu,)REN'S HOLJTJQUI: w X�i 'r L DocuSign Envelope ID: 37FD49A2-FDD1-4823-8098-556623F1375E TTA North Texas Tarp & Awning 3300 W. University Denton, TX 76207 940.566.6619 3 wishes gifts 108 W. Oak Denton, Tx. 76201 Re: Quote for recover w/graphic June 1, 2021 Thank you for allowing NTTA the opportunity to provide, you with this quote. The price. includes Parts, Labor, Materials, & Install Recover the existing frame with a blue awning fabric and add a graphic to the sign panel: $241.0.00 plus tax Yrke., are firm for 30 chty,, fi•otn the abewe date and exclude permits, engineering drawings, or anv other changes not covered by the above esfignate. Prices given exclude aly other charges that deviate from the above estimate. Prices do not include Tax. All sales are subject to la -r unless you provide us with a copy of your Nene., tax exemption number or signlprovide its a "Resale Exemption Certificate": Terms. A deposit of at least 50% of the total is required to establish the ,rder with the balan ce due at our office at the time of acquirement, ment, Thank you again for allowing us to provide you with this quote. If you have any questions or ase feel free to contact me anytime. Your satisractiort is rtn, mrtnher ortriority! (Z,Zn r North Texas Tarp and Awning 940-566-6619 940-368-7411 DocuSign Envelope ID: 37FD49A2-FDD1-4823-B098-556623F1375E NO �O V F H� ``_T OHO a A d N mr Ft{' -Ir �N V Op �; {. V O CDfn V CL p X31 V tttt �D G1 O iD _ VA V W rip � 1p WCPI W A 1.4 A ' O O N A fD eD IDD V OOae A O o f NN 1:PP CD Cl O eN z z m f� M V O '�C ga OpO� A A V N Z, 41, O O Z - 71 T V AeD 3 O O OHO a A d N mr �N V Op �; p X31 V VA V W rip VID p W A 1.4 A ' a eD IDD V A O o f Cl O eN z z m M V O '�C 'C 7 VN V VA V C A� W N p p OJ N V .pN V b fD 7 V 7 N W V C fD CD O 1 14 w O� O Pr r