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22-45322-453ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON APPROVING A GRANT APPLICATIONFROM 310 S LOCUST STREET, LLC., LOCATED AT 309 – 311 S. LOCUST ST. FROM THE DOWNTOWN REINVESTMENT GRANT PROGRAM NOT TO EXCEED $50,000.00;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 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 309-3 11 S. Locust (the “Property”) applied for a $50,000.00 grant in accordance with the Program; and 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. Th, m,ti,„ t, ,pp„„, thi, O,di„,„„ w„ m,d, by i and seconded by BiGw\ &cAt ; the Ordinance was passed and approved by the following vote hNC NJa r Abstain Absent Gerard Hudspeth, Mayor:V/ 1/ \/ b/ b/ B/ 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: ;l Y_f &. ; n 1 d:I l-rIP ' F %q++ q q' In +P \ n J PASSED AND APPROVED this the \R& dayof Apr{ \Z: ,#&'’- , 2022. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY b\\\1111111// BY:an-==fErn _eCB; APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY gc/%-Digitally signed by Scott Bray Date: 2022.04.11 14:05:12 -05'OO’BY: -1:I DocuSign Envelope ID: F08056E8-25:DD3-OFF5644362BA 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 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 “A“ attached hereto and incorporated herein by reference and made a part of this Agreement for all purposes (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 GRANT T 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: F08056E8-:DD3-OFF B. A condition of receiving the Grant is that, by April 19, 2023, Owner construct, renovate, and equip utility upgrades, fagade and building renovations, awnings, interior and code improvements, 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. ment.Owner agrees to comply with all the terms and conditions set forth in this Agree- CONDITION OF REIMBURSEMENTIT 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 utility upgrades, fagade and building renovations, awnings, or interior and code improvements portion of 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 Premises.Prior to the award of the Grant, Owner shall own or have a leasehold interest in the RECORDS AND EVALUATION OF PROJECTTTT 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. rvGENERAL 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 B. The City has determined that procedures followed by the City conform to the re- quirements of the Code and the Program. Page 2 DocuSign Envelope ID: F08056E8-2534-48CO-ADD3-0FF56 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 721 Dove Lane Graford, TX 76449 Sara Hensley, City Manager City of Denton 215 East McKinneyDenton. Texas 76201 Fax No. 940.349.8596 CITY COUNCIL AUTHORIZATION VT 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 ordi- nances, resolutions, or City Council actions authorizing same and Owner shall be entitled to inter- vene in said litigation. Page 3 DocuSign Envelope ID: F08056E8-2534-48C0-ADD3-0FF5644362BA D(.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 DentonCounty, Texas. ENTIRE AGREEMENT X This instrument with the attached exhibits contains the entire agreement between the par- ties with respect to the transaction contemplated in this Agreement. XI BiNDnqG 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. 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. 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: F08056E8-2534db8co-ADD3-aFF 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, ITSELECTED 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 OBLIGATIONSHEREUNDER 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 CITY OF THIS AGREEMENT. This Agreement is executed to be effective on the executed date of the 20 day of Apri1 , 20 22 , (the “Effective Date“) by duly authorized officials of the City andOwner. CITY OF DENTON DocuSigned by: SHAH%qQRNBngfl$LEY. CITY MANAGER ATTEST:ROSA RIOS. CITY SECRETARY DocuSlgned by: BY: I RaHR&% IC5CA8C5EI 75493 APPROVED AS TO LEGAL FORM: MACK RENWAND, CITY ATTORNEY'„:a%T.:,_ Page 5 DocuSign Envelope ID: F08056E8-:DD3-OFF5644362BA OWNER:310 S LOCUST STREET LLC DocuSigned by: By, I eMdmMa E833C9607440402_. Its. president Page 6 DocuSign Envelope ID: F08056E8-2 EXHIBIT A LEGAL DESCRnTiON OF THE PREMISES BEING all that certain lot, tract, or parcel of land situated in the W. Loving Survey Number 759 in the City of Denton, Denton County, Texas, being all that certain tract of land conveyed by deed from T.H. Richardson and Mrs. Ruth Galbraith to Robert G. Penley recorded in Volume 654, Page 487, Deed Records, Denton County, Texas and being a part of Lot 1, Block 28 of the OriginalTown of Denton DocuSign Envelope ID: F08056E8-2534z18C0-ADD3-0FF5644362BA EXHIBIT BAPPLICATION AND IMPROVEMENTS Do<,uSign Envelope ID: F08056E8-2534-48CO-ADD3-OFF5644362BA Downtown Reinvestment G]Int Program Application Please return completed the application with necesbry attachments and signatures tothe Economic Development DeparUnent office at 2b5 E. McKinney. If you have any application questions, please contact the EconomicIDevelopment Department at940-349-7776. Applicant Name vce/se .a &CS &, D t .Cdlm–TBusiness Name ,10 bode C C>I I I (kv. II( W Building Owner (if different from applicant) Email\a,mph mpaadig ').”S Historical/Current Building Name Project Site/Addressq LocHs{a Type of Work: (check all that apply) [] Paint Onlya Signage IMwnings [] Impact Fees Q/Utility Upgrades Emt@ior/Code Improvements a/Facade & Building Renovation Details of planned improvements reLating to grant )quest (attacII addidorlal 'e ;( 1) a [ .do,.I hcI&> u'+ + \ . += irs .o}/at\. CW\-Lb \\n \ (11r/ d q (tuP\ btS a,a,,al a DJ e_i 7 DocuSign Envelope ID: F08056E8-253448C0-ADD3+JFF5644362BA :viII }hi:Fs{,Z::F7.!z{"£;X3' b dc ,(',.).*{.\ . +/1liUl a Project Categories S Facade/Building Rehab GIant Requested Awnings rooD Signs Impact Fees Utility Upgrades interior/Code lmprovernents '& S+O 5 5 (DO Totals ’ C)LgcH2I InHF) TOTAL COST OF PROPOSED PROJECT $ JS god) TOTAL GRAin REQUEST (May not exceed 50% a TOTAL COST .p t. $25,000) Attach all required color samples V paint? wting/cmo) photo©aphs of building’s exterior facade, roof ;Idjot 13 SiP design, etc., as well astatton_ Want’s Sig7m b Doc,uSign Envelope ID: F08056E8-253448CO-ADD34FF5644362BA DOWNTOWN REnWESTMENT GRANT AGREEMENT FORM Please complete and return with the Downtown Rein+estment Grant Application to the Economic Development office, 215 E. McKinney. If }ou have any questions, please contact the Economic Development Department at 9@ 349-7776. I have met with a representative from the Economic $evelopment Department, and I have read and fully understand the Downtown ReinvesUneIR 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 hi+toric preservation of Denton’s historic downtown I have not received, nor will I recetve ins&ance monies for this revitalization project I understand that if 1 am awarded a Downtown Reinv4stment 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 facad+, awning or sign work and the facade, sign or awning is altered for any reason withid one (1) year from construction, I may be required to reimburse the City of Denton immbdiately for the full amount of theWa-t.) \aLoe&-J–B AkcPrinted Name /a ’'/Tae PU, a Date This section is to be complet,d by E,o„Dmi, D,v,lop,b,at ,t,ff. Date considered by DEDC Recomwlendatipn t e Date consideredby TIRZ #1 Board RecommendMn Staff Signature DocuSign Envelope ID: F08056E8_253448CO-ADD34FF5644362BA JCO Custom Homes LLC Estimate 1344 Melton Rd Sanger, TX 76266 Name / Address Russell & Joy Madden k, Desaiption =G Project Qty Rate Total Framing Plumbing +Per Plan ProvidedElectrical ’Per Plan Provided HVAC +Per Plan Provided Seal Concrete Floors Dryball & PaintingDoors & Hardware Foam Insulation ManU-ment 5.000.00 16,000.00 22,000.0017,000.00 6,000.00 12,500.003.500.00 3,500.00 10,000.00 5_000.00 16.000.00 22.000.00 17,000.00 6.000.00 12,500.003,500.00 3.500.00 10,000.00 *rNO Fl)(FUR&S PROVIDED Total $95,SOO.OO DocuSign Envelope ID: F08056E8-2534-48C0-ADD3-0FF5644362BA IA O(:3 KG+ inin )ocuSign EnveloPe ID: F08056E8-253448CO-ADD34FF56#1362BA Downtown Reinvestment G]Int Program Application Please return completed the application with nece4ary attachments and signatures to the Economic Development DeparUuent office at 2b5 E. McKinney. If you have any application questions, please contact the Economic IDevelopment Department at940-349-7776. fpplicant Name R>V LUBusiness Name ,t hb (-I a\ ba,, hm &a, hca T/ra‘An Building Owner (if different from applicant) 7(d(L(q Contact Phone J bb"j Historical/Current Building Name Project Site/Address$ £3eKs4 5+ Type of Work: (check all that apply) a Paint Only D Awnings a Signage Antility Upgrades [] Impact Fees VIntuior/Code Improvements &Facade & Building Renovation Details of planned improvements relating to,f.“=;y:J,FfUt .+ \=( i luest (attach additional'.' L IIe dO.a (1qA -.b -, / (JPb)}{ala.:L:k JD qI, \A ,a 7 DocuSign Envelope ID: F08056E8-253448C0-ADD3-0FF5644362BA How win this +'(q_..(+ CPv A A a/t (.CPr, -aC Sy2 I '\C) Project Categories Awnings Signs Impact Fees Totals It Requested oO .f >C/) >D ED h) J ,J) TOTAL COST OF PROPOSED PROJECT TOTAL GRANT REQUEST (May not exceed 50% (if TtRAL COST UP tO $253000) $Oc)_) Pl:::1gl:;= Vi:ii;it;; 3 :ai:3££;;%:::: ) (I:$H }= ={1 L’, siM design, etc., as well aslation. / A ’AF:IT,m–s;it /7/ DocuSign Envelope ID: F08056E8-253+48CO-ADD3{)FF5644362BA DOWNTOWN REnWESTMENT GRANT AGREEMENT FORM Please complete and return with the Downtown Rein+estment Grant Application to the Economic Development office, 215 E. McKinney. if }ou have any questions, please contact the Economic Development Depal'Urgent at 941)- 349-7776. I have met with a representative from the Economic development Department, and 1 have read and fully understand the Downtown Reinvestmebt Grant procedures established by the Denton City Council. I intend to use this grant prograjn for the aforementioned renovation projects to advance the efforts of revitalization and hikoric preservation of Denton’s historic downtown. I have not recetve c1 nor will I receive ins&ance movies for this revitalization project I understand that if I am awarded a Downtown Reinv4stlnent 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 withiN one (1) year from construction, I may be required to reimburse the City of Denton imm}diately for the full amount of the grant.) 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