HomeMy WebLinkAboutCity Council Resolutions (RESOLUTION R-17-4104)-03/21/2017 RESOLUTION R-17-4104
A RESOLUTION AUTHORIZING AND APPROVING THE FIRST
AMENDED AND RESTATED ECONOMIC DEVELOPMENT
INCENTIVE GRANT FOR DALLAS CRAFT CO.
HEREAS, following discussion in Executive Session, and in full accordance
with the requirements of the Open Meetings Act, the City Council
determines that the following action is in the best interests of
the health, safety, and welfare of the public; and
HEREAS, the City of Colleyville is authorized by Chapter 380 of the Texas
Local Government Code to provide economic development
incentives to support the expansion of local business activity,
employment, and development; and
HEREAS, by Resolution R-16-4006, the Colleyville City Council authorized
an Economic Development Grant Agreement to Craft & Crab,
LLC, located at 5120 SH 121, in a grant amount of $30,000 for
exterior improvements, on-site signage, and landscaping as a
destination restaurant; and
HEREAS, the owners of the restaurant have recently changed the
operating name and concept of the restaurant to Dallas Craft
Company; and
HEREAS, City Council desires for the restaurant to operate successfully,
contributing sales tax to the City and providing another dining
option for residents and those coming from surrounding areas.
OW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
ITY OF COLLEYVILLE, TEXAS:
•ec. 1. THAT the Colleyville City Council hereby authorizes andapproves
the First Amended and Restated Economic Development and
Incentive Agreement, attached as Exhibit "A", for Dallas Craft
Co., formerly known as Craft and Crab, LLC.
•ec. 2. THAT this resolution is effective from and after the date of its
passage.
• ND IT IS SO RESOLVED.
Resolution R-17-4104
Page 2 of 2
PPROVED BY A VOTE OF5AYES,Q NAYS ANDD ABSTENTIONS ON THIS THE
y 1ST DAY OF MARCH 2017.
Mayor Richard Newton P e64- Mayor Pro Tern Chris Putnam Ai,.
Place 1, Tammy Nakamura Atrysk Place 5, Nancy Coplen IA��
Place 2, Bobby LindamoodAtte_ Place 6, Mike Taylor 1k
Place 4, Jody Short lac��t
TTEST: Y OF COLLEYVILLE
IE f
•
m. . Kelley, TRMC Richar Newton
-ity2Secretary Mayor
Exhibit A
STATE OF TEXAS §
§ FIRST AMENDED AND RESTATED ECONOMIC
COUNTY OF TARRANT § DEVELOPMENT AND INCENTIVE AGREEMENT
This Economic Development Agreement("Agreement") is made by and between the City
of Colleyville, Texas ("City") and Craft & Crab Colleyville, LLC, a Texas limited liability
company d/b/a Dallas Craft Co. ("Company")(each a"Party"and collectively the"Parties"),acting
by and through their respective authorized officers.
WITNESSETH:
WHEREAS, Company leases a portion of the building located at 5120 SH 121,
Colleyville, Texas; consisting of approximately 7,609 square feet of space wherein Company
operates a restaurant under the name Craft & Crab, LLC d/b/a Dallas Craft Co. (collectively the
"Improvements"); and
WHEREAS, Company advised the City that a contributing factor that would induce
Company to renovate the Improvements would be an agreement by City to provide an economic
development grant to Company to defray a portion of the costs for certain renovations and tenant
finish-out the renovations to the Improvements (the"Renovations"); and
WHEREAS, the Parties previously entered into an Economic Development Incentive
Agreement on June 21,2016 ("Original Agreement")to effectuate the foregoing Renovations; and
WHEREAS,the Company recently changed the name of its restaurant to Dallas Craft Co.
and therefore desires to amend and restate the terms of the Original Agreement as provided herein
to continue the intent and purpose of the Original Agreement; and
WHEREAS,the City has adopted programs for promoting economic development; and
WHEREAS,the City is authorized by Chapter 380 of the Texas Local Government Code
to provide financial incentives and economic development grants to promote local economic
development and to stimulate business and commercial activity in the City; and
WHEREAS, the City has determined that making financial incentives and economic
development grants to the Company in accordance with this Agreement will further the objectives
of the City, will benefit the City and the City's inhabitants, and will promote local economic
development and stimulate business and commercial activity in the City.
NOW THEREFORE, in consideration of the foregoing, and other consideration the
receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows.
Page 1 Amended and Restated Economic Development Incentive Agreement-City of Colleyville,Texas
and Craft&Crab Colleyville,LLC(Dallas Craft Co.)
Article
Definitions
Wherever used in this Agreement,the following terms shall have the meanings ascribed
to them:
"Bankruptcy or Insolvency" shall mean the dissolution or termination of
Company's existence, insolvency, employment of receiver for any part of Company's
property and such appointment is not terminated within ninety (90) days after such
appointment is initially made, any general assignment for the benefit of creditors or the
commencement of any proceedings under any bankruptcy or insolvency laws by or against
Company and such proceedings are not dismissed within ninety (90) days after the filing
thereof.
"Casualty" shall mean the Improvements are wholly or partially destroyed by fire,
tornado,hurricane, earthquake, flood or similar casualty that renders the Improvements unfit
for the intended purpose.
"City" shall mean the City of Colleyville,Texas.
"Commencement of Construction"shall mean that: (i)the plans have been prepared
and all approvals thereof required by applicable governmental authorities have been
obtained for construction of the Renovations; (ii)all necessary permits for the construction
of the Renovations pursuant to the plans therefore have been issued by all the applicable
governmental authorities; and(iii) construction of the Renovations has commenced.
"Company" shall mean Craft & Crab Colleyville, LLC d/b/a Dallas Craft Co., a
Texas limited liability company.
"Completion of Construction" shall mean that: (i) substantial completion of the
Renovations has occurred;(ii)the City has conducted a final inspection of the Renovations;
and(iii) a certificate of occupancy has been issued for operation of the restaurant.
"Effective Date" shall mean June 21, 2016.
"Expiration Date" shall mean the fifth(5th) anniversary of the Effective Date.
"Force Majeure" shall mean any contingency or cause beyond the reasonable
control of a Party including,without limitation, acts of God or the public enemy,war,riot,
civil commotion,insurrection, government or de facto governmental action(unless caused
by acts of omissions of the Party), fires, explosions or floods, strikes, slowdowns or work
stoppages,but may not impact any payments to be made hereunder.
"Impositions"shall mean all taxes, assessments,use and occupancy taxes, charges,
excises, license and permit fees, and other charges by public or governmental authority,
Page 2 Amended and Restated Economic Development Incentive Agreement-City of Colleyville,Texas
and Craft&Crab Colleyville,LLC(Dallas Craft Co.)
general and special,ordinary and extraordinary,foreseen and unforeseen,which are or may
be assessed, charged, levied, or imposed by any public or governmental authority on
Company with respect to the Improvements or any property or any business owned by
Company within the City.
"Improvements" shall mean the Company's restaurant located at 5120 SH 121,
Colleyville, Texas, containing approximately 7,609 square feet of space.
"Payment Request" shall mean a written request from Company to City for payment
of the Renovation Grant accompanied by copies of invoices, bills, receipts and such other
information, as may reasonably be requested by City, reflecting the actual costs incurred
and paid by Company for the construction and installation of the Renovations as of the date
of the applicable Payment Request.
"Permit Fee Waiver" shall mean the waiver of building permit fees and other
development fees for building modifications and tenant finish-out of the Improvements for
the occupancy of the Improvements by Company.
"Related Agreement"shall mean any agreement by and between City and Company,
or any of its affiliated or related entities.
"Renovation Grant"or"Grant"shall mean an economic development grant to offset
the actual costs incurred and paid by Company for the Renovations to the Improvements,
not to exceed Thirty Thousand Dollars($30,000.00),to be paid as set forth herein.
"Renovations" shall mean exterior building improvements, on-site signage, and
landscaping(excluding any playground equipment) for the Improvements.
"Required Use" shall mean the continuous operation of the Company's restaurant
named Dallas Craft Co.,open to the public and serving the community for a period of five(5)
years following the Effective Date.
Article II
Term
The term of this Agreement shall begin on the Effective Date and continue until the
Expiration Date,unless sooner terminated as provided herein.
Article III
Economic Development Grant
3.1 Renovation Grant. Subject to the obligation of Company to repay the Grant
pursuant to Section 5.2 herein,and the continued satisfaction of all the terms and conditions of this
Agreement by Company during the term of this Agreement, City agrees to provide Company with
Page 3 Amended and Restated Economic Development Incentive Agreement-City of Colleyville,Texas
and Craft&Crab Colleyville,LLC(Dallas Craft Co.)
the Grant in the amount of Thirty Thousand Dollars ($30,000.00) within sixty (60) days after
receipt of a Payment Requesting following the Completion of Construction.
3.2 Grant Limitations. Under no circumstances shall obligations of the City hereunder
be deemed to create any debt within the meaning of any constitutional or statutory provision.
Further, City shall not be obligated to pay any commercial bank, lender or similar institution for
any loan or credit agreement made by the Company. None of the obligations of the City under
this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender
and/or similar financial institution.
3.3 Current Revenue. The Grant payments made hereunder shall be paid solely from
lawfully available funds. Under no circumstances shall the obligations of the City hereunder be
deemed to create any debt within the meaning of any constitutional or statutory provision. The
Grant shall be paid from the general funds of the City or from such other funds of the City
consistent with Article III, Section 52(a) of the Texas Constitution.
Article IV
Conditions to Economic Development Grant
The obligation of City to pay the Renovation Grant shall be conditioned upon the
compliance and satisfaction by Company of the terms and conditions of this Agreement and each
of the following conditions.
4.1 Payment Request. Company shall, as a condition precedent to the payment of the
Grant,provide City with the Payment Request.
4.2 Good Standing. Company shall not have an uncured breach or default of this
Agreement or any Related Agreement.
4.3 Required Use. During the term of this Agreement following the Effective Date and
continuing thereafter until the Expiration Date,the Improvements shall not be used for any purpose
other than the Required Use and the operation and occupancy of the Improvements in conformance
with the Required Use shall not cease for more than thirty(30)days except in connection with and
to the extent of an event of Force Majeure.
4.4 Continuous Occupancy. During the term of this Agreement following the Effective
Date and continuing thereafter until the Expiration Date, Company shall continuously occupy the
Improvements.
Article V
Termination; Repayment
5.1 Termination. This Agreement shall terminate upon any one of the following:
Page 4 Amended and Restated Economic Development Incentive Agreement-City of Colleyville,Texas
and Craft&Crab Colleyville,LLC(Dallas Craft Co.)
(a) by written agreement of the Parties;
(b) Expiration Date;
(c) upon written notice by either Party in the event the other Party breaches any
of the terms or conditions of this Agreement or a Related Agreement and
such breach is not cured within thirty (30) days after written notice thereof
in accordance with this Agreement;
(d) upon written notice by City, if Company suffers an event of Bankruptcy or
Insolvency;
(e) upon written notice by City, if any Impositions owed to City or the State of
Texas by Company shall become delinquent(provided,however, Company
retains the right to timely and properly protest and contest any such
Impositions); and
(f) upon written notice by either Party, if any subsequent Federal or State
legislation or any decision of a court of competent jurisdiction declares or
renders this Agreement invalid, illegal or unenforceable.
5.2 Repayment. In the event the Agreement is terminated by City pursuant to Section
5.1(c), (d), (e), and (f) Company shall immediately repay to City an amount equal to the Grant
previously paid by City to Company, plus interest at the rate periodically announced by the Wall
Street Journal as the prime or base commercial lending rate,or if the Wall Street Journal shall ever
cease to exist or cease to announce a prime or base lending rate,then at the annual rate of interest
from time to time announced by Citibank, N.A. (or by any other New York money center bank
reasonably selected by City) as its prime or base commercial lending rate,which shall accrue from
the date of the Grant Payment until paid.
5.3 Right of Offset. City may at its option, offset any amounts due and payable under
this Agreement against any debt(including taxes) lawfully due to City from Company,regardless
of whether the amount due arises pursuant to the terms of this Agreement, a Related Agreement
or otherwise and regardless of whether or not the debt due City has been reduced to judgment by
a court.
Article VI
Miscellaneous
6.1 Binding Agreement;Assignment. This Agreement shall be binding upon and inure
to the benefit of the heirs, successors, affiliates, administrators, executors, and permitted assigns
of the respective Parties. This Agreement may not be assigned without the prior written consent
of City.
6.2 Limitation on Liability. It is acknowledged and agreed by the Parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture among
the Parties. It is understood and agreed between the Parties that Company, in satisfying the
conditions of this Agreement, has acted independently, and City assumes no responsibilities or
liabilities to third parties in connection with these actions.
Page 5 Amended and Restated Economic Development Incentive Agreement-City of Colleyville,Texas
and Craft&Crab Colleyville,LLC(Dallas Craft Co.)
6.3 Authorization. Each Party represents that it has full capacity and authority to grant
all rights and assume all obligations that is granted and assumed under this Agreement. Company
represents and warrants to the City that Company is a duly formed,validly existing Texas limited
company in good standing under the laws of the State of Texas and is authorized to transact
business in the State of Texas.
6.4 Notice. Any notice required or permitted to be delivered hereunder shall be deemed
received three(3)days thereafter sent by United States Mail,postage prepaid,certified mail,return
receipt requested, addressed to the Party at the address set forth below or on the day actually
received as sent by courier or otherwise hand delivered.
If intended for City,to: With a copy to:
Attn: City Manager Whitt L. Wyatt
City of Colleyville Nichols,Jackson,Dillard,Hager& Smith, L.L.P.
100 Main Street 1800 Ross Tower
Colleyville,Texas 76034 500 North Akard Street
Dallas,Texas 75201
If intended for Company,to:
Attn: Jessica Putnam
Craft&Crab,LLC d/b/a Dallas Craft Co.
301 W.Round Grove Rd#104
Lewisville,Texas 75067
6.5 Entire Agreement. This Agreement is the entire Agreement between the Parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement between the Parties that in any manner relates to the subject matter of this
Agreement, except as provided in any Exhibits attached hereto.
6.6 Governing Law. This Agreement shall be governed by the laws of the State of
Texas; and venue for any action concerning this Agreement shall be in the State District Court of
Tarrant County,Texas. The Parties agree to submit to the personal and subject matter jurisdiction
of said Court.
6.7 Amendment. This Agreement may be amended by the mutual written agreement
of the Parties.
6.8 Legal Construction. In the event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the
intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal,
invalid, or unenforceable, a provision be added to this Agreement which is legal, valid and
Page 6 Amended and Restated Economic Development Incentive Agreement-City of Colleyville,Texas
and Craft&Crab Colleyville,LLC(Dallas Craft Co.)
enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or
unenforceable.
6.9 Recitals. The recitals to this Agreement are incorporated herein.
6.10 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument,but all of the counterparts shall constitute one
and the same instrument.
6.11 Exhibits. Any exhibits to this Agreement are incorporated herein by reference for
the purposes wherever reference is made to the same.
6.12 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
6.13 Employment of Undocumented Workers. During the term of this Agreement
Company agrees not to knowingly employ any undocumented workers and if convicted of a violation
under 8 U.S.C. Section 1324a(f), Company shall repay the amount of the Grant and any other funds
received by Company from City as of the date of such violation within one hundred twenty (120)
days after the date Company is notified by City of such violation,plus interest at the rate of four(4%)
compounded annually from the date of violation until paid. Company is not liable for a violation of
this section by a subsidiary, affiliate,or franchisee of Company or by a person with whom Company
contracts.
(Signature page to follow)
Page 7 Amended and Restated Economic Development Incentive Agreement-City of Colleyville,Texas
and Craft&Crab Colleyville,LLC(Dallas Craft Co.)
EXECUTED on this day of , 2017.
CITY OF COLLEYVILLE,TEXAS
By:
Richard Newton,Mayor
Attest:
By:
Amy Shelley,TRMC, City Secretary
Approved as to form:
By:
Whitt L.Wyatt, City Attorney
(WLW:2.27.17:84081)
EXECUTED on this day of , 2017.
CRAFT& CRAB,L.L.C. d/b/a
DALLAS CRAFT CO.,
By:
Jessica Putnam
Title:
Page 8 Amended and Restated Economic Development Incentive Agreement-City of Colleyville,Texas
and Craft&Crab Colleyville,LLC(Dallas Craft Co.)