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23-1537DocuSign Envelope ID: 402EOF54-C3C84FE6-9536-89D3666CE982 ORDINANCE NO. 23-1537 AN ORDINANCE OF THE CITY OF DENTON APPROVING A GRANT APPLICATIONFROM BULLSEYE INVESTMENTS AND HOLDINGS LLC, LOCATED AT 108 W.MCKINNEY 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 the 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, Bullseye Investments and Holdings, LLC located at 108 W. McKinney St. (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 Downtown Economic Development Committee reviewed the application in accordance with the Program and recommend a grant in an amount not to exceed $50,000.00; and WHEREAS, it is in the public interest and benefits the Downtown TIRZ to award the Downtown Reinvestment Grant, thereby stimulating economic development and promoting desired redevelopment in the downtown area of the City of Denton; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations in the preamble of this ordinance are found to be true and incorporated herein by reference as if fully set forth in the body of this ordinance. SECTION 2. 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 3. The City Manager, or their designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City, including the expenditureof funds as provided in the Agreement. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by j3rtaq Ibc& k and seconded by B,&b Job ChR M+ 68c ; the Ordinance was passed and approved bythe following vote B - L] : DocuSign Envelope ID: 402EOF54-C3C84FE6-9536-89D3666CE982 Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2: Paul Meltzer. District 3 : Joe Holland. District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: XtK < Xt JL PASSED AND APPROVED this the ilt" dayof S,(#CMb,f&d, GERARD F{UD/SPETH, MAYOR , 2023 ATTEST: JESUS SALAZAR, CITY SECRETARY \\1111111f APPROVED AS TO LEGAL FORM: MACK REINWAND. CITY ATTORNEY DocuSign Envelope ID: 402EOF54-C3C84FE6-9536-89D3666CE982 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, and Bullseye Investments and Holdings LLC, a Texas limited liability company with its principal place of business at 108 W. McKinney St., Denton, TX 76201 (“Owner”), duly author- ized to do business and in good standing in the State of Texas, duly acting herein by and throughits authorized officer. WHEREAS, the City Council of Denton, Texas (the “City Council”) has, by Ordinance No. 2007-072, elected to offer downtown reinvestment grant incentives and has adopted guidelines and criteria governing downtown reinvestment grant incentive agreements known as the Down- town 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” governingdowntown 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 20th day of April, 2023, Owner submitted an application for a rein- vestment grant with various attachments to the City concerning the contemplated use of the Prem- ises (the “Application”), which is attached hereto and incorporated herein by reference as Exhibit“B“and9 WHEREAS, the City Council of the City of Denton 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: 1TERMS 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 will pay to the Owner the following reimbursement grant DocuSign Envelope ID: 402EOF54-C3C84FE6-9536-89D3666CE982 1.A reimbursement grant in an amount not to exceed $50,000.00 (the “Grant”) attributable to new Improvements, as hereinafter defined, being constructedon the Premises. 2.The Grant will be distributed to Owner as a lump sum reimbursement upon completion of the Project, the receipt of adequate documentation of ex- penditure of the Grant amount on costs necessary and related to the Im- provements as described in Exhibit “B” attached hereto, and approval of the completed Improvements by the City. B. A condition of receiving the Grant is that, by September 12, 2024, Owner construct, renovate, and equip new paint, sign renovations, utility upgrades, fagade and building renovations, and interior/code improvements as described in Exhibit “B” (collectively, the “Improvements”) onthe 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 therequirements of the Program. D. ment.Owner agrees to comply with all the terms and conditions set forth in this Agree- E. The parties expressly understand and agree that City’s payment of the Grant is con- tingent upon City’s receipt and appropriation of adequate funds to pay the Grant. If adequate funds are not available to make the payment under this Agreement, City may, at its option, either reduce the amount of the Grant or terminate the Agreement. F. It is expressly understood that this Agreement in no way obligates the City to pro-vide more funds than the Grant amount. 11CONDITION OF REIMBURSEMENT A. Prior to payment of any portion 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 payment of any portion of the Grant, Owner shall have constructed the Improvements as specified in Exhibit “B.” C. If alterations to the paint, sign renovations, utility upgrades, fagade and building renovations, or interior/code improvements portion of the Improvements are made for any reason within one (1) year from final payment of the Grant, Owner is required to reimburse the City inthe full amount of the Grant. Page 2 DocuSign Envelope ID: 402EOF54-C3C84FE6-9536-89D3666CE982 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 performance 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 adopted guidelines and criteria for the Program that allow it to enter into this Agreement containing the terms set forth herein. B. The City has determined that procedures followed by the City to enter into this Agreement and the obligations of the parties to this Agreement conform to the requirements 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: Michaella Ramler & Kevin Marshall Bullseye Investments and Holdings LLC 108 W. McKinney St.Denton, TX 76201 Sara Hensley, City Manager City of Denton 215 East McKinneyDenton, Texas 76201Fax No. 940.349.8596 VICITY COUNCIL AUTHORIZATION Page 3 DocuSign Envelope ID: 402EOF54-C3C84FE6-9536-89D3666CE982 This Agreement was authorized by the City Council by passage of Ordinance No. 23-1537 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. IXAPPLICABLE 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. XIBINDING 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. Page 4 DocuSign Envelope ID: 402EOF54-C3C84FE6-9536-89D3666CE982 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. XIVNO 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. XVIFORCE 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. XVIIINDEMNIFICATION 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 CITYOF THIS AGREEMENT. Page 5 DocuSign Envelope ID: 402EOF54-C3C84FE6-9536-89D3666CE982 This Agreement is executed to be effective on the executed date of the day of, 2023, (the “Effective Date”) by duly authorized officials of the City andOwner. CITY OF DENTON SARA HENSLEY, CITY MANAGER ATTEST: JESUS SALAZAR, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: MACK_REIN.WAND, CITY ATTORNEYin-DocuSlgned bF ’ BYI Ae OWNER:BULLSEYE INVESTMENTS AND HOLDINGS Manager _Mighaella Ramler, ManagerDocuSigned by: ' vI k,'A IAn~t_a 'WRWMarsha1 1 Kevin Marshall, Manager Manager Page 6 DocuSign Envelope ID: 402EOF54-C3C84FE6-9536-89D3666CE982 EXHIBIT A LEGAL DESCRIPTION OF THE PREMISES TRACT 1: BEING a 0.064 acre portion of Lot 9, Block 1 of the W.D. Lacy Addition, an addition to theCity of Denton, Denton County, Texas, according to the plat thereof recorded in yQlume 63, P4ge 378, Deed Records, Denton County, Texas, and being that same tract of landdescribed by deed to Walter L. Brazeal, recorded in Volume 5234, Page 1423, Deed Records, Denton County, Texas, and being more particularly described as follows: BEGINNING at a building corner for the southwest corner of the herein described tract, same point being the intersection of the north line of W. McKinney Street with the east line of a called twenty (20) foot alley right-of-way; THENCE North 00 degrees 06 minutes 13 seconds East, with the west line of said building,a distance of 80.02 feet to a building corner for the northwest corner of said Brazeal tract,same point being the most westerly southwest corner of a tract of land described by deed to Chi Co Dao, recorded under Instrument Number 2019-2668, Official Public Records,Denton County, Texas; THENCE South 89 degrees 53 minutes 47 seconds East, with a south line of said Dao tractand the north line of said building, a distance of 35.00 feet to a point for corner within a building, from which the northwest corner of said building bears North 89 degrees 53minutes 47 seconds West at 0.50 feet; THENCE South 00 degrees 06 minutes 13 seconds West, 0.5 feet east of an existing edge of wan and with the west line of said Dao tract, a distance of 80.02 feet to a point for corner inthe face of an said building, from which a building corner for the southeast corner of said Cao tract bears South 89 degrees 53 minutes 47 seconds East at 50.00 feet, same point beingIn the north right-of-way line of said W. McKinney Street; THENCE North 89 degrees 53 minutes 47 seconds West, with the north right-of.way line ofsaid W. McKinney Street and passing a building corner at 0.50 feet, and continuing on for a total distance of 35.00 feet to the POINT OF BEGINNING and containing 0.064 acres ofland, more or less. DocuSign Envelope ID: 402EOF54-C3C84FE6-9536-89D3666CE982 EXHIBIT BAPPLICATION AND IMPROVEMENTS DowSign Envelope ID: 402EOF5+C3C&4FEG953&89D3666CE982 Downtown Reinvatmeat Grant Program Application Please return completed the application with necessary attachments and signatures to the Economic Development Department office at 401 N. Elm St., Denton, Texas. If you have any application questions, please contact the Economic Development Department at 940-349-7776. Type of Work: (check all that apply) S/P,int O.ly V/Signage Vfutilhy Upg„d„ S/Facade & Building Renovation a Awnings E] impact Fees a„t„i„/c,d, Imp„v,m,,t, a Fire Suppression System Details of planned improvements relating to grant requwt (attach additional information if necessary) . cmly Walt's garage is a shell with a deteriorating roof, unprotected from the elements. Building stability if our first line of defense to saving and preserving this historical asset. Demo6iMfig-763ntelectricalm@amUVA-e 818 BRo rifln©®M©meTalmmMmM ®V=EFm@aFr3TBTR–®T5gT Wb ) n ion pace . *will carefully look for original paint colors underneath current layers. Should our findings reveal anything, we will proceed with those in paint selection! 8 DocuSign Envelope ID: 402EOF54-C3C84FE6-9536-89D3666CE982 How will this project tnnefit Downtown? Wn plan to move Bullseye Bike Shop to be the anchor tenant of this new space. Bullseye has been an fixture of Denton serving the community for over 14 years. We need to expand our footprint due to increased volume and this building is perfect. If needed, we also plan to lease out some of the 2,800 square feet to another tenant. Bullseye has already renovated a historic commercial builcfngal them@mFe]i8Tmt®=MR3TmTemw®o1 MfaFe:lVFTaMMBAmallaIg-=rH-i)HEgB13 r Legal Description of the property: 108 W McKinney DentonLACY ADDN BLK 1 LOT 9(W35') 12/403///BBB&C RR 185 Project Categories Facade/Building Rehab ROOF Awnings Signs Impact Fees Utility Upgrades Interior/Code Improvements Fire Suppression System Totals Estimated Costs $70,000 $0 TBD $0 $55,200 $17,600 $0 1 Grant Requested $25,000 $25,000 SEE PRESENTATION FOR FUKTHER BREAKOUT$142,800TOTAL COST OF PROPOSED PROJECT TOTAL GRANr REQUEST(May not exceed 50% of TOTAL COST up to $50,000) $$50,000 Attach all required color samples of paint, awningcanopy, sign design, etc., as well as photographs of building’s exterior facade, roof andfowtdation. k::IDia/AAvahall; Kevin Marshall & Michaella Ramler 4/20/2023 DateApplicant’s Signatwe 9 DocuSign Envelope ID: 402EOF54-C3C84FE6-9536-89D3666CE982 DOWNTOWN REUWESTMENr GRAiwr AGREEMENT FORM Please complete and return with the Downtown Reinvestment Grant Application to the Economic Development office, 401 N. Elm St., Denton, Texas. If you have any questions, please contact the Economic Development Department at 94& 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 ofnvitalization and historic preservation of Denton’s historic downtown. I have not recetved, nor will I recetve insurance monies for this rwitahzation project I understand that if 1 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 sign work and the facade, sign or awning is altered for any reason within one (1) year aom construction, I may be required to reimburse the City of Denton immediately for the full amount of theWnt.) Business/Organization Name Bullseye Investments & Hnldinris, 1 1 C Applicant’s Signature Printed Name Date ,,h Kevin Marshall & Michaella Ramler 4f20/2023 Building Owner’s Signature Mdiferentfrom applicant) Printed Name Date This section is to be completed by Economic Development staff. Date considered by DEDC Recommendation Staf Signature Date consideredby TIRZ #1 Board Recommendation Staff Signature Date consideredby City Cowrcit Approval Staff Signatwe 10 al:1=b) JaIV) @ &IBatD go 3 IIE11) =b EggBa g g gabbBbJCB€I £ !LRg DalBOCrDI &IJa3C j F) rDCTo8 OLD IEgEIDaflXIiICLgEbSt lg i F=£g Bgy) SODDSE+=J-) gl 8 2 gBgjg gBiE b b 88: ngggo!OR a38Jgl E +B:52y 83 :: :E!c= = !111) ]I liRr L DalaI 0ala rECEa6 a\I00a)LUOtBCOa)aa)00(id)K)a) gbIfILL qT00C)Cf)C) \i10LL0LUa\I0qa a)al0a) >CLUCa)dI3C)0a r/IEbIalaal g+ 11111h: 1BEg?lt; lgg : i3£33 : giIOTl98 Be; BfIEDiB 8To6 lg6 PG ;QlaC5&ID aCTobB Certificate Of Completion Envelope Id: 402EOF54C3C84FE6953689D3666CE982 Subject: Complete with DocuSign: Docusign_bullseye_documents.pdf Source Envelope: Status: Sent Document Pages: 14 Certificate Pages: 5 Signatures: 4 Initials: 0 Envelope Originator:Christina Davis 901 B Texas Street Denton, TX 76209 Christina,Davis@cityofdenton.comIP Address: 198.49.140. 104 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 9/1 1/2023 2:16:17 PM Holder: Christina Davis Christina,Davis@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Sent: 9/1 1/2023 2:32:39 PM Resent: 9/12/2023 8:58:51 AM Viewed: 9/12/2023 8:59:56 AM Signed: 9/1 2/2023 9:00:10 AM Michaella Ramler FBU,D32FF3828ecD4AA_michaella@stewardingspace,corn Manager Security Level: Email, Account Authentication(None)Signature Adoption: Drawn on Device Using IP Address: 12.3.96.82 Signed using mobile Electronic Record and Signature Disclosure:Accepted : 9/12/2023 8:59:56 AMID: c9c73f7b-8724-4123-8491-bb2acfb62cad Kevin Marshall bikebullseye@gmail.com Manager Security Level: Email, Account Authentication(None) Sent: 9/12/2023 9:00:11 AM Viewed: 9/1 2/2023 9:42:23 AM Signed: 9/1 2/2023 9:45: 15 AM Signature Adoption: Pre-selected Style Using IP Address: 166.198.32.4 Signed using mobile Electronic Record and Signature Disclosure:Accepted: 9/12/2023 9:42:23 AMID: 1101af3b-5c70-47e9-812f-fe97d9d2722d Scott Bray scott.bray@cityofdenton.com Security Level: Email, Account Authentication(None) Sent: 9/12/2023 9:45:16 AM Viewed : 9/12/2023 9:52:39 AM Signed: 9/12/2023 9:53:18 AM Signature Adoption: Uploaded Signature Image Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Accepted: 9/12/2023 9:52:39 AMID: 3 Ifb2c26-421 9-4336-aba3-4aa67d858f53 Christina Davis christina.davis@cityofdenton.com Economic Development Specialist City of Denton - Economic Development Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 9/12/2023 9:53:20 AM Viewed: 9/12/2023 11 :01 :42 AM Signer Events Sara Hensley Sara.Hensley@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 9/6/2023 3:54:16 PMID: 049ff298-29e04f56-a8fd-be76cOa52578 In Person Signer Events Signature Timestamp Signature Status Status Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 9/1 1/2023 2:32:39 PM Timestamps Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Status Status Status Signature Notary Events Signature Envelope Summary Events Status Envelope Sent Hashed/Encrypted Payment Events Status Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Michaella Ramler, Kevin Marshall, Scott Bray, Jesus Salazar 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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