RES 2024-27 Thrive Business Grant EDC TOWN OF TROPHY CLUB, TEXAS
RESOLUTION NO. 2024-27
A RESOLUTION OF THE TOWN OF TROPHY CLUB, TEXAS,
APPROVING THE THRIVE BUSINESS GRANT APPLICATIONS AND
AUTHORIZING THE TOWN MANAGER TO NEGOTIATE AND EXECUTE
PERFORMANCE AGREEMENTS WITH THE TROPHY CLUB
ECONOMIC DEVELOPMENT CORPORATION AND EACH GRANTEE;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Town of Trophy Club (the "Town") is a home rule municipality
acting under its charter adopted by the electorate pursuant to Article XI, Section 5 of the
Texas Constitution and Chapter 9 of the Local Government Code; and
WHEREAS, the Trophy Club Economic Development Corporation ("EDC")
approved the Thrive Business Grant Program (the "Program"), establishing guidelines for
reimbursable matching grants to enhance the visual appeal, competitiveness, and
economic growth of businesses in the Town; and
WHEREAS, the Town Council adopted the Program on May 28, 2024, through
Resolution 2024-09, to support new or expanded business enterprises, benefiting the
Town, its residents, and local economic development; and
WHEREAS, the Town Council finds that the Program aligns with state law and
Article III, Section 52-a of the Texas Constitution by fostering economic diversification,
reducing unemployment, and enhancing business activity in the State of Texas and the
Town; and
WHEREAS, the businesses identified in the attached Exhibit A (the "Grantees")
have submitted applications for Thrive Business Grants to support specific projects
detailed in Exhibit A; and
WHEREAS, the EDC Board of Directors approved the applications and grants
totaling $104,380.67, with amounts allocated to each Grantee as shown in Exhibit A; and
WHEREAS, the Town desires to enter into performance agreements with the EDC
and each Grantee in accordance with Texas Local Gov't Code Ch. 380, using the model
performance agreement, which is attached hereto as Exhibit B.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF TROPHY CLUB, TEXAS, THAT:
SECTION 1.
The recitals and findings above are true and correct and are incorporated into this
Resolution as if fully set forth herein.
RESOLUTION 2024-27 PAGE 2
SECTION 2.
The Town Council hereby authorizes the Town Manager to negotiate and execute
performance agreements with the EDC and each Grantee for grant payments not to
exceed the amounts approved by the EDC and listed on the attached Exhibit A, and in
a form substantially similar to the model performance agreement attached hereto as
Exhibit B.
SECTION 3.
This Resolution shall be effective upon its passage.
PASSED AND APPROVED on this the 9th day of December 2024.
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Tammy Dixon, Town ecretary
APPROVED AS TO FORM:
Dean '‘ergia, orney
RESOLUTION 2024-27 PAGE 3
EXHIBIT A
List of businesses (Grantees)/Grant Allocations
Trophy Club Business Amount
Trophy Club Vision Care $20,000
Grace Development $20,000
Envision Complete Fitness, LLC $20,000
Fish and Knife $19,200
Jolley Orthodontics $18,108.17
Mathnasium (Application #1) $4,278.75
Mathnasium (Application #2) $2,793.75
EXHIBIT B
RESOLUTION 2024-27 Model Performance Agreement PAGE 4
TOWN OF TROPHY CLUB
THRIVE BUSINESS GRANT
PERFORMANCE AGREEMENT
This Thrive Business Grant Performance Agreement(the"Agreement")is entered into by
and between the Town of Trophy Club, Texas, a Texas home-rule municipal corporation (the
"Town")the Trophy Club Economic Development Corporation,a nonprofit corporation organized
under Title 12, Subtitle Cl, Ch. 501 and Ch. 505 of the Texas Local Gov't Code("EDC"), and_
(the "Grantee"). The Town, EDC, and Grantee may
sometimes hereafter be referred to individually as a"party" orvollectively as the"parties."
WITNESSETH:
WHEREAS,the Grantee owns or controls real property and improvements located at
, as described or generally shown on the attached Exhibit A
(the"Property"); and
WHEREAS, the EDC and the Town have approved the "Thrive Business Grant -
Guidelines and Application"(the"Program"),which is incorporated into this Agreement as if fully
set forth herein, and which: (1) established certain guidelines and criteria for the use of certain
business and economic development incentive programs for private development projects;and(2)
authorized the establishment of programs for making loans and grants of Type B economic
development sales tax funds to promote local economic development and to stimulate business
and commercial activity in the Town of Trophy Club, pursuant to the Development Corporation
Act,codified in Chapters 501 and 505 of the Texas Local Gov't Code, (the "Act"); and
WHEREAS, the Grantee submitted an application to receive a grant pursuant to the
Program (the "Grant") for the development, construction, maintenance, or improvement of the
Property in accordance with the Program and the plans approved by the Town; and
WHEREAS, in addition to the foregoing recitals, the Program constitutes an economic
development"Program" pursuant to Texas Local Gov't Code Ch. 380 that promotes jobs and the
development of retail, restaurant,and service businesses in the Town of Trophy Club; and
WHEREAS,the Town is authorized by Article III, Section 52-a of the Texas Constitution
and Texas Local Gov't Code Ch. 380 to provide economic development grants and incentives to
promote state and local economic development,and to stimulate business and commercial activity
in the Town; and
WHEREAS,the Town and EDC have determined that the Grant(as defined below)to be
made under this Agreement is necessary to promote or develop new or expanded business
enterprises, and will further the objectives of the Town and EDC, will benefit the Town and the
Town's inhabitants, and will promote local economic development and stimulate business and
commercial activity in the Town; and
WHEREAS,the EDC and Town have reviewed the application and are willing to provide
Grant funds to Grantee, provided that the Grantee satisfies certain criteria relating to the
Thrive Business Grant Performance Agreement Page 1
development, construction, maintenance, or improvement of the facility, capital investments, and
jobs(collectively,the"Performance Obligations"as further defined in this Agreement)as required
by Texas Local Gov't Code Sec. 501.158, and this Agreement; and
WHEREAS, the Town, EDC, and Grantee desire to set forth their understanding and
agreement as to the payment of the Grant, the obligations of the Grantee, and the repayment by
the Grantee of the Grant under certain circumstances; and
WHEREAS, the parties have concluded and hereby find that this Agreement promotes
economic development in the Town, and, as such, meets the requirements of the Act and Article
III, Section 52-a of the Texas Constitution, by assisting in the development and diversification of
the economy of the State of Texas and Town,by eliminating unemployment or underemployment
in the State of Texas and Town, and enhancing business and commercial activity within the State
of Texas and Town.
NOW, THEREFORE, in consideration of the recitals above, the mutual benefits,
promises and undertakings of the parties to this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows:
Section 1. Disbursement of the Grant.
Pursuant to the Program, a Grant in the amount of$ will be paid to
the Grantee upon completion of the Project as certified in writing after inspection by the Town.
Within thirty (30) days of written certification by the Town, the Town will disburse the Grant
proceeds to the Grantee as an inducement to the Grantee to satisfy the Performance Obligations in
this Agreement.
Section 2. Term; Performance Obligations; and Definitions.
2.1 Term. The Term of this Agreement shall commence on the Effective Date and shall
continue until the parties have fully satisfied all terms and conditions of this Agreement unless
sooner terminated by the Town, or unless sooner terminated by mutual agreement of the parties.
The Town may terminate this Agreement at any time if Grantee breaches or defaults on any terms
or conditions of this Agreement, or if Grantee otherwise fails to perform its obligations under this
Agreement.
2.2 Performance Obligations. Grantee agrees to make a Capital Investment of at least$
by completing the Project in accordance with the plans approved by the
Town and shown and described on Exhibit B.The Project must reach final 100%completion with
no punch-list items remaining on or before . Additionally, the Grantee
must create or retain at least_Jobs for Employee(s)at the Property for one (1)year after Grant
payment by the Town.
2.3 Definitions. For the purposes of this Agreement, the following terms shall have the
following definitions:
Thrive Business Grant Performance Agreement Page 2
"Capital Investment"means a capital expenditure in taxable real property,taxable tangible
personal property,or both at the Property(excluding the purchase of land or existing real property
improvements). The capital investment must be in addition to the existing capital improvements
at the Property on the Effective Date of this Agreement.
"Employee" means the full-time equivalent (FTE) employment of a person performing a
duty for the Grantee at the facility.This term shall not include contract workers who are considered
independent contractors for the Grantee.
"Job"means permanent employment of an Employee at the Property for a period of at least
one(1)year after Grant payment by the Town.Each Job must require a minimum of either(1)30
hours of an Employee's time per week for the entire normal year of the Grantee's operations,
which "normal year" must consist of a least 52 weeks, or (2) 1,560 hours per year. Seasonal or
temporary positions, positions created when a job function is shifted from an existing location in
the Town limits of Trophy Club, and positions with contractors, suppliers, and similar multiplier
or"spin-off'jobs shall not qualify as Jobs.
Section 3.Repayment Obligation.
Grantee further agrees to refund or repay to the Town the entire amount of the Grant if
Grantee: (I) fails to remain in business at the location described in Exhibit A hereto for at least
one (1) year after completion of construction; (II) fails to meet the Performance Obligations
required by this Agreement;or(III)otherwise fails to comply with the terms and conditions of this
Agreement or the Program, which is incorporated by reference into this Agreement as if fully set
forth herein.
The Town may withhold Grant funds to enforce this Agreement, and may enforce this
Agreement through any available remedy under Texas law, including attaching a lien to the
Property, or any other real or personal property owned by Grantee, to secure repayment or
reimbursement owed to the Town.
Section 4. Grantee Reporting.
The Grantee shall provide, at the Grantee's expense, detailed verification reasonably
satisfactory to the Town of the Grantee's progress on the Performance Obligations. Such progress
reports will be provided at such times as the Town or EDC may require during the Term of this
Agreement.
Section 5.Notices.
Any notices required or permitted under this Agreement shall be given in writing, and shall be
deemed to be received upon receipt or refusal after mailing of the same in the United Sates Mail
by certified mail, postage fully pre-paid or by overnight courier (refusal shall mean return or
certified mail not accepted by the addressee):
If intended for the Town or EDC: If intended for the Grantee:
Town of Trophy Club
1 Trophy Wood Dr.
Thrive Business Grant Performance Agreement Page 3
Trophy Club,Texas 76262
Attn: Brandon Wright, Town Manager Attn:
Phone: (682)237-2901 Phone:
Email: bwright@trophyclub.org Email:
With a copy to:
Taylor, Olson,Adkins, Sralla & Elam,L.L.P.
6000 Western Place, Suite 200
Fort Worth,Texas 76107
Attn: Dean Roggia
Phone: (817) 332-2580
Email: droggia@toase.com
Section 6. Miscellaneous.
6.1. Grant Limitations. Under no circumstances shall the obligations of the Town or EDC
hereunder be deemed to create any debt within the meaning of any constitutional or statutory
provision, and shall be subject to the availability and appropriation of funding in accordance with
Texas law; provided, however, the Town and EDC agree during the term of this Agreement to
appropriate funds to pay the grant for this Agreement.Further,Town shall not be obligated to pay
any lienholder, commercial bank, lender, or similar third-party Person or financial institution for
any loan or credit agreement made by the Grantee.
6.2. Governmental Functions and Immunities. The parties hereby acknowledge and agree that
the Town and EDC are entering into this Agreement pursuant to their respective governmental
functions and that nothing contained in this Agreement shall be construed as constituting a waiver
of police power, legislative power, or governmental immunity from suit or liability, which are
expressly reserved to the extent allowed by law. The parties agree that this is not an Agreement
for goods or services to the Town or EDC. To the extent a Court of competent jurisdiction
determines that the Town's governmental immunity from suit or liability is waived in any manner,
or that this Agreement is subject to the provisions of Chapter 271 of the Texas Local Gov't Code,
as amended, the Town's immunity from suit may be waived only as set forth in Subchapter I of
Chapter 271, Texas Local Gov't Code. Further, the parties agree that this Agreement is made
subject to all applicable provisions of the Texas Civil Practice and Remedies Code, including but
not limited to all defenses, limitations, and exceptions to the limited waiver of immunity from
liability provided in Chapter 101 and Chapter 75.
6.3. INDEMNIFICATION. TOWN SHALL NOT BE LIABLE FOR ANY LOSS,
DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR
PROPERTY ARISING FROM THE ACTS OR OMISSIONS OF THE GRANTEE OR ITS
CONTRACTORS PURSUANT TO THIS AGREEMENT. GRANTEE HEREBY WAIVES
ALL CLAIMS AGAINST TOWN FOR DAMAGE TO ANY PROPERTY OR INJURY TO,
OR DEATH OF, ANY PERSON ARISING AT ANY TIME AND FROM ANY CAUSE
ARISING FROM THE ACTS OR OMISSIONS OF THE GRANTEE OR ITS
CONTRACTORS PURSUANT TO THIS AGREEMENT. GRANTEE DOES HEREBY
INDEMNIFY AND SAVE HARMLESS THE TOWN FROM AND AGAINST ANY AND
ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT
COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION) AND ACTIONS OF
Thrive Business Grant Performance Agreement Page 4
ANY KIND BY REASON OF INJURY TO OR DEATH OF ANY PERSON,OR DAMAGE
TO OR LOSS OF PROPERTY ARISING FROM GRANTEE'S BREACH OF ANY OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY REASON OF ANY
ACT OR OMISSION ON THE PART OF GRANTEE, ITS OFFICERS, DIRECTORS,
SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUB-
CONTRACTOR(S), LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS IN THE
PERFORMANCE OF THIS AGREEMENT.
6.4. Public Information.Notwithstanding any other provision to the contrary in this Agreement,
all information,documents,and communications relating to this Agreement may be subject to the
Texas Public Information Act and any opinion of the Texas Attorney General or a court of
competent jurisdiction relating to the Texas Public Information Act. In addition to the foregoing
sentence, the Town shall submit to the comptroller the information as required by Texas Local
Gov't Code Sec. 380.004, and any other information the comptroller considers necessary to
operate and update the database described by Section 403.0246, Government Code. Upon the
Town's written request, the Grantee agrees to provide the Town, within thirty (30) days of the
Grantee's receipt of such request, access to contract documents, invoices, receipts, records, and
reports to verify Grantee's compliance with this Agreement.
6.5. Mutual Assistance. The parties shall do all things reasonably necessary or appropriate to
carry out the terms and provisions of this Agreement and to aid and assist each other in carrying
out such terms and provisions.
6.6. Representations and Warranties. Grantee represents and warrants to the Town and EDC
that it has the requisite authority to enter into this Agreement.
6.7 Section or 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.
6.8 Entire Agreement. This Agreement contains the entire agreement between the parties with
respect to the transaction contemplated herein.
6.9. Amendment. This Agreement may only be amended, altered, or revoked by written
instrument signed by the parties.
6.10. Interpretation. Regardless of the actual drafter of this Agreement, this Agreement shall,
in the event of any dispute over its meaning or application, be interpreted fairly and reasonably,
and neither more strongly for or against any party.
6.11. Applicable Law/Venue. The substantive laws of the State of Texas (and not its conflicts
of law principles) govern all matters arising out of, or relating to, this Agreement and all of the
transactions it contemplates, including without limitation its validity, interpretation, construction,
performance and enforcement. Mandatory and exclusive venue for any action arising out of, or
relating to,this Agreement must be in a court of competent jurisdiction in Denton County,Texas.
6.12. Severability. In the event any provision of this Agreement is ruled illegal, invalid, or
unenforceable by any court of proper jurisdiction, under present or future laws, then and in that
Thrive Business Grant Performance Agreement Page 5
event, it is the intention of the parties hereto that the remainder of this Agreement shall not be
affected thereby, and it is also the intention of the parties to this Agreement that in lieu of each
clause or 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.
6.13. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be considered an original,but all of which shall constitute one instrument.
6.14. No Joint Venture. The provisions of this Agreement are not intended to create, nor will
they be in any way interpreted or construed to create a joint venture, partnership, or any other
similar relationship between the parties.
6.15. Attorney's Fees. If either party employs an attorney or attorneys to enforce any of the
provisions hereof,or to recover damages for the breach of this Agreement,the non-prevailing party
in any final judgment or award agrees to pay the other party all reasonable costs, charges and
expenses, including reasonable attorneys' fees and costs of court, expended or incurred in
connection therewith.
6.16. Undocumented Workers. Grantee covenants and certifies that it does not and will not
knowingly employ an undocumented worker as that term is defined by Section 2264.001(4)of the
Texas Government Code. In accordance with Section 2264.052 of the Texas Government Code,
if Grantee is convicted of a violation under 8 U.S.C. Section 1324a(f), Grantee shall repay to the
Town the full amount of all payments made under this Agreement,plus ten percent(10%)interest
per annum from the date such payment was made until the date of full repayment.Repayment shall
be paid within one hundred twenty (120)days after the date Grantee receives a notice of violation
from the Town.
6.17. Gift to Public Servant. The Town may terminate the Agreement immediately if the Grantee
has offered or agreed to confer any benefit upon a Town employee or official that the Town employee
or official is prohibited by law from accepting.
6.18. Form 1295. Submitted herewith is a completed Form 1295 generated by the Texas Ethics
Commission's (the "TEC") electronic filing application in accordance with the provisions of Section
2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295").
The parties understand and agree that,with the exception of information identifying the Town and the
contract identification number,neither the Town nor its consultants are responsible for the information
contained in the Form 1295;that the information contained in the Form 1295 has been provided solely
by the Grantee; and,neither the Town nor its consultants have verified such information.
6.19. Regulations Regarding Building Products,Materials,or Methods. In consideration for the
mutual covenants and conditions contained herein and pursuant to §3000.002(d) of the Texas Gov't
Code,Grantee voluntarily consents to the application of all Town rules,charter provisions,ordinances,
orders, building codes, and other regulations existing as of the Effective Date, including the Zoning
District(the"Regulations")that govern the use or installation of a building product or material in the
construction, renovation, maintenance, or other alteration of a residential or commercial building on
the Property, regardless of whether a different building product or material is approved for use by a
national model code published within the last three code cycles that applies to the construction,
Thrive Business Grant Performance Agreement Page 6
renovation,maintenance, or other alteration of the building. In addition, Grantee voluntarily consents
to the application of the Regulations that establish a standard for a building product, material, or
aesthetic method in construction, renovation, maintenance, or other alteration of a residential or
commercial building, regardless of whether the standard is more stringent than a standard for the
product,material,or aesthetic method under a national model code published within the last three code
cycles that applies to the construction, renovation, maintenance, or other alteration of the building.
EXECUTED and effective as of the date of the last authorized signature below (the
"Effective Date").
TOWN OF TROPHY CLUB,TEXAS
Brandon Wright,Town Manager,or designee
Date:
ATTEST:
Tammy Dixon, Town Secretary
TROPHY CLUB ECONOMIC DEVELOPMENT
CORPORATION, a Texas non-profit corporation
By:
Name:
Title:
Date:
ATTEST:
Board Secretary
GRANTEE:
By:
Name:
Title:
Date:
ATTEST:
Thrive Business Grant Performance Agreement Page 7
Exhibit A
The Property
Thrive Business Grant Performance Agreement Page 8
Exhibit B
Approved Plans
Thrive Business Grant Performance Agreement Page 9