HomeMy WebLinkAboutCity Council Resolutions (Resolution R-18-4284)-07/17/2018RESOLUTION R-18-4284
A RESOLUTION APPROVING COUNCIL ACTION
REGARDING EXECUTIVE SESSION ITEMS AT THE REGULAR
CITY COUNCIL MEETING OF JULY 17, 2018
WHEREAS, 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.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF COLLEYVILLE, TEXAS:
Sec. 1. THAT the City Council hereby approves and authorizes the City
Manager to execute the economic development agreement
attached hereto as Exhibit "A" with Lilium Floral Design, LLC
providing for a retail business expansion grant in the amount of
$30,000.
AND IT IS SO RESOLVED.
APPROVED BY A VOTE OF Z AYES, Q NAYS AND D ABSTENTIONS ON THIS THE
17TH DAY OF DULY 2018.
Mayor Richard Newton Ate----
Place 1, Tammy Nakamura
Place 4, George Dodson
Place 6, Callie Rigney Flyer
ATTEST:
Christine Loven, TRMC
City Secretary
Mayor Pro Tern Bobby Lindamood
Place 3, Kathy Wheat h
Place 5, Chuck Kelley 4
OF COLLEYVILLE
c n
Richard Newton
Mayor
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ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
COUNTY OF TARRANT
This Economic Development Agreement ("Agreement") is made by and between the City
of Colleyville, Texas ("City") and Lilium Floral Design, LLC ("Company") (each a "Party" and
collectively the "Parties"), acting by and through their respective authorized officers.
WITNESSETH:
WHEREAS, the Company owns the building located at 4800 Colleyville Blvd.,
Colleyville, Texas; more particularly described as Kaybird Addition Block 1 Lot 2, currently
consisting of an approximately two thousand eight hundred (2,800) square foot space wherein the
Company operates their florist storefront (hereinafter defined as the "Existing Premises"); and
WHEREAS, the Company intends to cause certain expansions of the building to be made
to the Existing Premises (the "Expansion"); and
WHEREAS, the Company has advised the City that a contributing factor that would
induce the Company to expand would be an agreement by the City to provide an economic
development grant to the Company to defray a portion of the costs for the Expansion to the Existing
Premises; 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.
Article I
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 the
Company's existence, insolvency, employment of receiver for any part of the Company's
Page 1 Economic Development Incentive Agreement
City of Colleyville, Texas and Lilium Floral Designs, LLC
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
the Company and such proceedings are not dismissed within ninety (90) days after the
filing thereof.
"Casualty" shall mean the Premises are wholly or partially destroyed by fire, tornado,
hurricane, earthquake, flood or similar casualty that renders the Premises 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 Expansion; (ii) all necessary permits for the construction
of the Expansion pursuant to the plans therefore have been issued by all the applicable
governmental authorities; and (iii) construction of the Expansion has commenced.
"Company" shall mean Lilium Floral Design, LLC.
"Completion of Construction" shall mean that: (i) substantial completion of the
Expansion has occurred; and (ii) the City has conducted a final inspection of the Expansion.
"Effective Date" shall mean the last date of execution hereof.
"Existing Premises" shall mean the building located at 4800 Colleyville Blvd.
Colleyville, Texas, presently containing approximately two thousand eight hundred (2,800)
square feet of space.
"Expansion" shall mean the proposed three thousand (3,000) square foot addition to
the current building located on the Existing Premises in compliance with all zoning
requirements and relevant Local, State, and Federal law.
"Expansion Grant" or "Grant' shall mean an economic development
reimbursement grant to offset the actual costs incurred and paid by the Company for the
Expansion to the Existing Premises, not to exceed thirty thousand dollars ($30,000.00), to
be paid as set forth herein.
"Expiration Date" shall mean the fifth (5`h) 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.
Page 2 Economic Development Incentive Agreement
City of Colleyville, Texas and Lilium Floral Designs, LLC
"Impositions" shall mean all taxes, assessments, use and occupancy taxes, charges,
excises, license and permit fees, and other charges by public or governmental authority,
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 the
Company with respect to the Existing Premises or any property or any business owned by
the Company within the City.
"Payment Request" shall mean a written request from the Company to the City for
payment of the Expansion Grant accompanied by copies of invoices, bills, receipts and such
other information, as may reasonably be requested by the City, reflecting the actual costs
incurred and paid by the Company for the construction and installation of the Expansion
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 Expansion for
occupancy by the Company.
"Premises" shall mean the entire premises owned by the Company located at 4800
Colleyville Blvd., Colleyville, Texas, consisting of both the Existing Premises and
Expansion.
"Related Agreement" shall mean any agreement by and between the City and the
Company, or any of its affiliated or related entities.
"Required Use" shall mean the continuous operation of a Lilium Floral Design
storefront 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 Expansion Grant. Subject to the obligation of the Company to repay the Grants
pursuant to Section 5.2 herein, and the continued satisfaction of all the terms and conditions of this
Agreement by the Company during the term of this Agreement, the City agrees to provide the
Company with the Expansion Grant in the amount of thirty thousand dollars ($30,000.00) within
thirty (30) days after receipt of a Payment Request following the Completion of Construction.
Page 3 Economic Development Incentive Agreement
City of Colleyville, Texas and Lilium Floral Designs, LLC
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, the 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 Grants 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 finds 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 the City to pay the Grant shall be conditioned upon the compliance and
satisfaction by the Company of the terms and conditions of this Agreement and each of the
following conditions in this Article IV.
4.1 Payment Request. The Company shall, as a condition precedent to the payment of
the Grant, provide the City with the completed Payment Request,
4.2 Good Standing. The Company shall not have an uncured breach or default of this
Agreement or any Related Agreement during the term hereof.
4.3 Required Use. During the term of this Agreement following the Effective Date and
continuing thereafter until the Expiration Date, the Premises shall not be used for any purpose
other than the Required Use and the operation and occupancy of the Premises in conformance with
the Required Use shall not cease for more than thirty (30) cumulative 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, the Company shall continuously own and
occupy the Premises.
4.5 Landscape Improvements. The Company shall install and maintain during the term
of this Agreement following the Effective Date and continuing thereafter until the Expiration Date,
certain landscape improvements, as accepted by the City in writing, which shall be situated along
the front of the Premises facing State Highway 26.
Page 4 Economic Development Incentive Agreement
City of Colleyville, Texas and Lilium Floral Designs, LLC
Article V
Termination; Repayment
5.1 Termination. This Agreement shall terminate upon any one of the following:
(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 the City, if the Company suffers an event of
Bankruptcy or Insolvency;
(e) upon written notice by the City, if any Impositions owed to the City or the
State of Texas by the Company shall become delinquent (provided,
however, the Company retains the right to timely and properly protest and
contest any such Impositions); and
(0 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 the City pursuant to
Section 5.1(c), (d), (e), and (f) the Company shall immediately repay to the City an amount equal
to the Grant previously paid by the City to the 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 the City) as its prime or base commercial lending
rate, which shall accrue from the date the Grant was initially paid to Company.
5.3 Right of Offset. The City may at its option, offset any amounts due and payable
under this Agreement against any debt (including taxes) lawfully due to the City from the
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 the 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 the City.
Page 5 Economic Development Incentive Agreement
City of Colleyville, Texas and Lilium Floral Designs, LLC
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 the Company, in satisfying the
conditions of this Agreement, has acted independently and the City assumes no responsibilities or
liabilities to third parties in connection with these actions.
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. the
Company represents and warrants to the City that the Company is a duly formed, validly existing
Texas LLC 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:
Attn: City Manager
City of Colleyville
100 Main Street
Colleyville, Texas 76034
If intended for Company, to:
Attn: Lisa Pritchett
Lilium Floral Designs
4800 Colleyville Blvd.
Colleyville, TX 76034
With a copy to:
Whitt L. Wyatt
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
1800 Ross Tower
500 North Akard Street
Dallas, Texas 75201
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.
Page 6 Economic Development Incentive Agreement
City of Colleyville, Texas and Lilium Floral Designs, LLC
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
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 the
Company agrees not to knowingly employ any undocumented workers and if convicted of a violation
under 8 U.S.C. Section 1324a (f), the Company shall repay the amount of the Grant and any other
funds received by the Company from the City as of the date of such violation within one hundred
twenty (120) days after the date the Company is notified by the City of such violation, plus interest at
the rate of four (4%) compounded annually from the date of violation until paid. The Company is not
liable for a violation of this section by a subsidiary, affiliate, or franchisee of the Company or by a
person with whom the Company contracts.
(Signature page to follow)
Page 7 Economic Development Incentive Agreement
City of Colleyville, Texas and Lilium Floral Designs, LLC
EXECUTED on this I Ik day of Su. I J , 2018.
CITY OF COLLEYVILLE, TEXAS
By: `a !=ml�
Richard Newton, Mayor
Attest:
BAotvy--4ce�
Y:
Christine Loven, TRMC, City Secretary
Approved as to form:
By:
W
42:6.11. L. W , City Attorney
18:100118vl)
EXECUTED on this 3e day of :L / 7 2018.
Liliu7qi��
By:
Lisa Pri hett
Title: rk-
Page 8 Economic Development Incentive Agreement
City of Colleyville, Texas and Lilium Floral Designs, LLC