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22-45222-452ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON APPROVING A GRANT APPLICATION FROM 310 S LOCUST STREET, LLC., LOCATED AT 305 S. LOCUST ST. FROM THEDOWNTOWN REINVESTMENT GRANT PROGRAM NOT TO EXCEED $50,000.00; ANDPROVDING 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 December 14, 2021, the City Council approved changes to the Program by Ordinance No. 21-2626; and WHEREAS, 310 S. Locust Street, LLC located at 305 S. Locust (the “Property”) applied for a $50,000.00 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 theProgram and recommend a grant in an amount not to exceed $50,000.00; 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 in an amount not to exceed $50,000.00 from the Program. SECTION 2. The 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 aDDrove this Ordinance was made by Te5se Ihv'tS and seconded by BriM Be& ; the Orc) d by the following vote [] - D Aye NIa r Abstain Absent Gerard Hudspeth, Mayor: Vicki Byrd, District 1 : Brian Beck, District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: V/ k‘rVr V,/ PASSED AND APPROVED this the 2022 GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY [\\\\ t 111111 _/#3;& APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY 4/Bar Digitally signed by Scott BrayDate: 2022.04.1 1 14:03:27 -05'OO'BY: DocuSign Envelope ID: 77935182-937E217CC-8FC2-33A6B9F107D7 DOWNTOWN REINVESTMENT GRANT AGREEMENT This Downtown Reinvestment Grant Agreement (the “Agreement“) is entered into by andbetween the City of Denton, Texas (the “City“), duly acting herein by and through its City Man- ager, Sara Hensley, and 310 S Locust Street LLC, 1100 NW Loop 410 Ste 260, San Antonio, Texas 78213 (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 ordi- nance 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 incen- tive 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 incor-porated 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 “ N' attached hereto and incorporated herein by reference and made a part of this Agreement for allpurposes (the “Premises”); and WHEREAS, on the lst day of September, 2021, Owner submitted an application for a reinvestment 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 asExhibit “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: TERMS AND CONDITIONS OF REIMBURSEMENT GRANTT 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 $50,000.00 (the “Grant“) attributable to new Improvements, as hereinafter defined, being constructed on the Premises. DocuSign Envelope ID: 77935182-937E217CC-8FC2-33A6B9F107D7 B. A condition of receiving the Grant is that, by April 19, 2023, Owner construct, renovate, and equip signage, utility upgrades, fagade and building renovations, awnings, interiorand code improvements, as described in Exhibit “B“ (collectively, the “Improvements”) on thePremises. 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.ment.Owner agrees to comply with all the terms and conditions set forth in this Agree- CONDITION OF REIMBURSEMENT IT 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 asspecified in Exhibit “B.” C. If alterations to the signage, utility upgrades, fagade and building renovations, awn- ings, or interior and code improvements portion of the Improvements are made for any reasonwithin one (1) year from construction, Owner is required to reimburse the City in the full amountof the Grant. D Premises.Prior to the award of the Grant, Owner shall own or have a leasehold interest in the 111RECORDS 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 ensure 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. IVGENERAL 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 forthherein Page 2 DocuSign Envelope ID: 77935182-937E47CC-8FC2-33A6B9F107D7 B. The City has determined that procedures followed by the City conform to the re- quirements of the Code and the Program. C. In the event of any conflict between the City zoning ordinances, or other City ordi- nances or regulations, and this Agreement, such ordinances or regulations shall control. D. Owner represents and warrants that Owner is authorized to make the Improvementsto the Premises. VNOTICE 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: Russell Madden 310 S Locust Street LLC 72 1 Dove Lane Graford, TX 76449 Sara Hensley, City ManagerCity of Denton 215 East McKinney Denton, Texas 76201Fax 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. VIISEVERABIILTY 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. VIIIOWNER 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 Page 3 DocuSign Envelope ID: 77935182-937E217CC;-8FC2-33A6B9F107D7 ordinances, 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 Denton County, Texas. 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 Bn+DiNG This Agreement shall be binding on the parties and the respective successors, assigns, heirs, and legal representatives. XIICOUNTERPARTS 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. XIIISECTION 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. xrv NO JOUVT 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. XVAMENDMENT 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. Page 4 DocuSign Envelope ID: 77935182-937E47CC-8FC2-33A6B9F107D7 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 suspended during such period but for no longer than such period of time when the party is unable to perform. XVIINDEMNIFICATION OWNER SHALL INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS, ATTORNEYS AND EMPLOYEES (COL-LECTIVELY, THE “INDEMNITEES”) FROM AND AGAINST ANY CLAIM, DEMAND,ACTION OR CAUSE OF ACTION WHICH DIRECTLY OR INDIRECTLY ARISESFROM CITY’S GRANT AND OWNER'S PERFORMANCE OF ITS OBLI(,ATIONSHEREUNDER AND ANY CONTESTS OR CHALLENGES TO THE LEGAL AUTHOR-ITY OF THE CITY OR OWNER TO ENTER INTO THIS AGREEMENT AND ANY AND ALL LIABILITIES, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEY'SFEES AND DISBURSEMENTS) THAT ANY INDEMNITEES SUFFER OR INCURS ASA RESULT OF ANY OF THE FOREGOING; PROVIDED, HOWEVER, THAT OWNERSHALL HAVE NO OBLIGATION UNDER THIS PARAGRAPH TO THE CITY WITHRESPECT TO ANY OF THE FOREGOING ARISING OUT OF THE GROSS NEGLI-GENCE OR WILLFUL MISCONDUCT OF THE CITY OR THE BREACH BY THE CITYOF THIS AGREEMENT. This Agreement is executed to be effective on the executed date of the 19 day ofApr11 , 205, (the “Effective Date“) by duly authorized officials of Rcity andOwner. CITY OF DENTON L ISlgned byU ATTEST: ROSA RIOS. CITY SECRETARYin-DocuSigned by: BY:1 RHARIaI \ IC5CA8C5E175493 ball 1111111 APPROVED AS TO LEGAL FORM:MACK RENWAND. CITY ATTORNEY DocuSlgned by: BY:1 ;"% 59757F95914E488 Page 5 DocuSign Envelope ID: 77935182-937E2L7CC-8FC2-33A6B9F107D7 OWNER:310 S LOCUST STREET LLC DocuSlgned by: By,I €M7#MhE833C9607440402 Its. presldent Page 6 DocuSign Envelope ID: 77935182-937E47CC-8FC2-33A6B9F107D7 EXHIBIT A LEGAL DESCRIPTION OF THE PREMISES BEING all that certain lot, tract, or parcel of land situated in the W. Loving Survey Abstract Num- ber 759 in the City of Denton, Denton County, Texas, being all that certain tract of land conveyed by deed from Marjorie Lynn Brooks, Trustee to R.G. Penley recorded in Volume 977, Page 164, Deed Records, Denton County, Texas and being a part of Lot 1, Block 28 of the Original Town ofDenton DocuSign Envelope ID: 77935182-937Ez17CC-8FC2-33A6B9F107D7 EXHIBIT BAPPLICATION AND IMPROVEMENTS DocuSign Envelope ID: 77935182-937E47CC-8FC2-33A6B9FI07D7 Downtown Reinvestment G]lat Program Application Please return completed the application with neces4ary attachments and signatures to the Economic Development Depar'Urgent office at 2h5 E. McKinney. If you have any application questions, please contact the EconomicIDevelopment DeparUnent at940-349-7776. Applicant Name reDa\ hoc„sf & Date q at Business Name 310 S e Mailing Address I,dV'; "'“; %{&(\\ ( /d.'- Contact Phonql Email DAg Building Ow„e, (if diff,rent f,om ,ppE,,nt) ;. Historical/Current Building Name Project Site/Address L /IIL1p11)1 e a 4r1p1+1p) +’X)5 g Type of Work: (check all that apply) a Paint Only la'sigp,ge IZqGvnings [] Impact Fees la'4Jtility Upgrades tMacade & Building Renovation Pfi;terior/Code Improvements Details of planned improvements relating to grant [\ }uest (attach additiop.alinformation if a/)W bl.t& b ak ={(he 'e,a ; he /\ 1- Cy L=>L 7 a,1\NLe+aq'’,b„"a)====;y=mI DocuSign Envelope ID: 77935182-937Ez17CC-8FC2-33A6B9F107D7 '; it !* WTf?;E={w le> „{-)thee tI,., . Y\Aq>Acl thIS La?', ,t_S0*-. aLl '/L IS Id) b Project Categories Facade/Building Rehab Awnings Signs Impact Fees Utility Upgrades Interior/Code Improvements Totals ms m Grant Requested ’0 . OO O • nun )0 /2, OR)Dab)a)L) TOTAL COST OF PROPOSED PROJECT si =)g BeDa TOTAL GRANT REQUEST (May not exceed 50% of TOTAL COST up to $259000) Jro::i;t:I];IT T;i::££; I=c:::=o%:== ) Ir =BY: I:= rJ:+L :E= n de s i 1gn letc• saw Has /a /’ Applicant’s Signature 8 DocuSign Envelope ID: 77935182-937E47CC-8FC2-33A6B9FI07D7 DOWNTOWN REINVESTMENT GRANT AGREEMENT FORM Please complete and return with the Downtown Rein+estment Grant Application to the Economic Development offioe, 215 E. McKinney. If }ou have any questions, please contact the Economic Development DeparUnent at 94K)- 349-7776. I have met with a representative from the Economic development Department, and I have read and fully undelstand the Downtown Reinvestrnebt Grant procedures established by the Denton City Council. I intend to use this grant progrdn for the aforementioned renovation projects to advance the efforts of revitalization and hi#toric preservation of Denton’s historic downtown. I have not received, nor will I receive insA'ance monies for this revitalization project . I understand that if I am awarded a Downtown Reinvgstlnent Grant by the City of Denton, any deviation from the approved project may result injthe partial or total withdrawal of the grant. (if I am awarded a reinvestment grant for facad+, awning or sign work and the facade, sign or awning is altered for any reason withid one (1) year &om construction, I may be required to reimburse the City of Dental imm}diately for the full amount of the Want.) /0 LoC,=ql JJ“A a 0//maamrt?.Lsqc( I Priated Name ’d dH-_ Building (;wner’s I t It) Printed Name Date This section is to be completed by Economic Develop+ent staff. Date considered by DEDC Recolnmendati{m Staff Signature Date consideredby TIRZ #1 Board Recommend& ion Stag Signature DocuSign Envelope ID: 77935182_937E47CC-8FC2-33A6B9FI07D7JCO Custom Homes LLC Estimate 13++ Melton Rd Sanger, TX 76266 Russell & Joy Madd8305 S Incust P.O. No_Terms Project Quantity Description Rate Amount Framing Materials and Labor to Demo Ehs .J Roof and Support New Roof Remaining Dumpster Supervision 22.364.21 335.00 2,000.00 22,364.2 1 335.00 2,000.00 Total $24,699.21 DocuSign Envelope ID: 77935182-937E-47CC-8FC2-33A6B9FI07D7 JCO Custom Homes LLC Estimate 13++ Melton Rd Sanger, TX 76266 Estimate # Name / Address Russell & Joy Madden305 S Locust Project Description Qty Rate Total Framing Plumbing ++Per Plan ProvidedElectrical *’Per Plan Provided HVAC 2-5 Ton **Per Plan Provided Flooring-Remove Tile, Sand & Seal Concrete Dry'wall & PaintingUncover 3 Windows Exterior Doors Doors. Trim. & Hardware Spray Foam Underside of Roof DeckManagement 6.500.00 35,000.00 22.000.00 20,000.00 9,000.00 12,000.001.000.00 5.000.00 7,000.00 5.000.00 10,000.00 6.5BMI 35.000.00 22,000.00 20.000.00 9,000.00 12,000.00 1,000.00 5,000.00 7.000.00 5,000.00 10,000.00 Total $132,5ao.oa DocuSign Envelope ID: 77935182-937E47CC-8FC2-33A6B9F107D7 / 1 2W 49_ in' //.I_ .e.A\R__ .f DIMENSIONS WILL + NEED TO BE FIELD& VERFIED NOTE: EXISTING RENal 8001STORAGE \ aotET ;i{le ’ –\i/ E\)b$:9_VZ' _5'.Z’ FACIAL 124qS le: TaLFr V8\'CCvbUqvtN (' \ iin DRY I IDRY I if HEXISTING ( ML V/RLvaIN eFJCK CN£nERlc.R TO ei ”"ED n 21::1 1:n-}5'-la Un rb $':T::)no0 / 11'4 1/2' [0[]00 EXISTING ccNCRa:Ft(ER TO BE CLEA\ EDAND SFALED FLOOR PLAN [k)cuSign Certificate Of Completion Envelope Id: 77935182937E47CC8FC233A6B9F107D7 Subject: Please DocuSign: 310 S Locust LLC Agreement_ 305 S Locust.pdf Status: Completed Source Envelope: Document Pages: 14 Signatures: 4 Certificate Pages: 5 Initials: 0 Envelope Originator: Tracy Holt 901 B Texas Street Denton, TX 76209 Tracy.Holt@cityofdenton.com IP Address: 198.49.140.10 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 4/1 5/2022 2:28:29 PM Holder: Tracy Halt Tracy .Holt@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Sent: 4/15/2022 2:31 :51 PM Viewed: 4/1 5/2022 2:35:28 PM Signed: 4/1 5/2022 2:35:34 PM Russell Madden russell@rmi-inc.org president Russell Madden Inc. Security Level: Email, Account Authentication(None) Signature Adoption: Pre-selected Style Signed by link sent to russell@rmi-inc.org Using IP Address: 71 .221.17.45 Electronic Record and Signature Disclosure:Accepted: 4/1 4/2022 2:25:59 PMID: 9835bbad-63004506-a009-92454a6e2722 Scott Bray scott.bray@cityofdenton.com Security Level: Email, Account Authentication(None) Sent: 4/15/2022 2:35:36 PM Viewed: 4/1 9/2022 9:54:22 AM Signed: 4/1 9/2022 9:54:35 AM Signature Adoption: Uploaded Signature Image Signed by link sent to scott.bray@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 4/19/2022 9:54:22 AMID: 52e69288-55e22tdf2-b261-e33ed5999a63 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 4/19/2022 9:54:37 AM Viewed: 4/1 9/2022 9:55:08 AM Signed: 4/1 9/2022 9:55:27 AM Signature Adoption: Pre-selected Style Signed by link sent to sara .hensley@cityofdenton,com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Signer Events Rosa Rios Rosa.Rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) Signature 'Docusen+d bpI RH4RLeI IC5CA8C5EI 75483. Timestamp Sent: 4/19/2022 9:55:28 AM Viewed: 4/20/2022 10:17:26 AM Signed: 4/20/2022 10:17:40 AM Signature Adoption: Pre-selected Style Signed by link sent to Rosa.Rios@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 4/20/2022 10:17:26 AMID: 6ff6ef04-3f2f-+86c-be29e172dd097bbf In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Christina Davis christina.davis@cityofdenton.com Ast. Main Street Mngr Sent: 4/20/2022 10:17:41 AM City of Denton, Economic Development Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 11/12/2021 12:26:37 PMID: 2d98a6ed-3286z19e2-a241-d59fcb9acd85 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 4/15/2022 2:31 :51 PM 4/20/2022 10: 17:26 AM 4/20/2022 10:17:40 AM 4/20/2022 10:17:41 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Russell Madden, Scott Bray, Rosa Rios, Christina Davis ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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