Agenda Packet 05/02/2022Town of Trophy Club
Meeting Agenda
Economic Development
1 Trophy Wood Drive
Trophy Club, Texas 76262
May 02, 2022 6:00 PM Council Chambers
CALL TO ORDER AND ANNOUNCE A QUORUM
PUBLIC COMMENTS
This is an opportunity for citizens to address the Board on any matter. The Board is not
permitted to discuss or take action on any presentations made to the
Board. Presentations are limited to matters over which the Board has
authority. Speakers have up to four (4) minutes or the time limit determined by the
presiding officer. Each speaker must complete the Speaker’s Form that includes the
topic(s) to be presented. You may also email aotterson@trophyclub.org
CONSENT AGENDA
1.Take appropriate action to approve the minutes of the Joint Meeting with EDC4B and
Town Council on February 9, 2022. (A. Otterson)
EXECUTIVE SESSION
2.Pursuant to the following designated sections of the Texas Governmental Code,
Annotated, Chapter 551 (Texas Open Meetings Act), the Council will convene into
executive session to discuss the following:
a) Section 551.087 Deliberation regarding Economic Development Negotiations under
Subsection (1) to discuss or deliberate regarding commercial or financial information that
the governmental body has received from a business prospect that the governmental
body seeks to have locate, stay, or expand in or near the territory of the governmental
body and with which the governmental body is conducting economic development
negotiations and Subsection (2) to deliberate the offer of a financial or other incentive to a
business prospect that the Town seeks to have locate within the territory of the Town:
Possible extension to the LOI with Elborai Group and activity on the parking easment
change.
RECONVENE INTO REGULAR SESSION
3.Take appropriate action to approve the Temporary License and Access Agreement
between the Trophy Club EDC4B and HG SPLY Trophy Club LLC for the use of EDC
property for a weekly Farmers Market event between May 1, 2022 and September 30,
2022. (W. Carroll)
4.Take appropriate action regarding executive session items.
ADJOURN
*THE BOARD MAY CONVENE INTO EXECUTIVE SESSION TO DISCUSS POSTED ITEMS AS
ALLOWED BY THE TEXAS OPEN MEETINGS ACT, TEXAS LOCAL GOVERNMENT CODE 551.071.
CERTIFICATION
I certify that the above notice was posted on the bulletin board at Trophy Club Town Hall, 1
Trophy Wood Drive, Trophy Club, Texas, on Friday, April 29, 2022 by 5:00 P.M. in accordance
with Chapter 551, Texas Government Code.
_______________________________
Anita Otterson, Acting Town Secretary
If you plan to attend this public meeting and have a disability that requires special needs,
please contact the Town Secretary’s Office at 6822372900, 48 hours in advance and
reasonable accommodations will be made to assist you.
Town of Trophy ClubMeeting AgendaEconomic Development 1 Trophy Wood DriveTrophy Club, Texas 76262May 02, 2022 6:00 PM Council ChambersCALL TO ORDER AND ANNOUNCE A QUORUMPUBLIC COMMENTSThis is an opportunity for citizens to address the Board on any matter. The Board is notpermitted to discuss or take action on any presentations made to theBoard. Presentations are limited to matters over which the Board hasauthority. Speakers have up to four (4) minutes or the time limit determined by thepresiding officer. Each speaker must complete the Speaker’s Form that includes thetopic(s) to be presented. You may also email aotterson@trophyclub.orgCONSENT AGENDA1.Take appropriate action to approve the minutes of the Joint Meeting with EDC4B andTown Council on February 9, 2022. (A. Otterson)EXECUTIVE SESSION2.Pursuant to the following designated sections of the Texas Governmental Code,Annotated, Chapter 551 (Texas Open Meetings Act), the Council will convene intoexecutive session to discuss the following:a) Section 551.087 Deliberation regarding Economic Development Negotiations underSubsection (1) to discuss or deliberate regarding commercial or financial information thatthe governmental body has received from a business prospect that the governmental
body seeks to have locate, stay, or expand in or near the territory of the governmental
body and with which the governmental body is conducting economic development
negotiations and Subsection (2) to deliberate the offer of a financial or other incentive to a
business prospect that the Town seeks to have locate within the territory of the Town:
Possible extension to the LOI with Elborai Group and activity on the parking easment
change.
RECONVENE INTO REGULAR SESSION
3.Take appropriate action to approve the Temporary License and Access Agreement
between the Trophy Club EDC4B and HG SPLY Trophy Club LLC for the use of EDC
property for a weekly Farmers Market event between May 1, 2022 and September 30,
2022. (W. Carroll)
4.Take appropriate action regarding executive session items.
ADJOURN
*THE BOARD MAY CONVENE INTO EXECUTIVE SESSION TO DISCUSS POSTED ITEMS AS
ALLOWED BY THE TEXAS OPEN MEETINGS ACT, TEXAS LOCAL GOVERNMENT CODE 551.071.
CERTIFICATION
I certify that the above notice was posted on the bulletin board at Trophy Club Town Hall, 1
Trophy Wood Drive, Trophy Club, Texas, on Friday, April 29, 2022 by 5:00 P.M. in accordance
with Chapter 551, Texas Government Code.
_______________________________
Anita Otterson, Acting Town Secretary
If you plan to attend this public meeting and have a disability that requires special needs,
please contact the Town Secretary’s Office at 6822372900, 48 hours in advance and
reasonable accommodations will be made to assist you.
Page 1 of 2
To: Economic Development Corporation 4B
From: Wade Carroll, Town Manager
CC: Anita Otterson, Interim Town Secretary
Mayor Fleury and Town Council
Re: Temporary License and Access Agreement
May 2, 2022
Agenda Item:
Consider and take appropriate action to approve the Temporary license and Access Agreement
between the Trophy Club EDC-4B and HG SPLY Trophy Club LLC for the use of EDC property for a
monthly Farmers Market event between May 1, 2022 and September 30, 2022.
Strategic Link:
This item relates primarily to the following strategic priorities and goals of the Town’s strategy
map.
Infrastructure and Development – Foster a business friendly environment
Background and Explanation:
HG SPLY Trophy Club has approached the Town to request the use of the parking lot that exists
on EDC property adjacent to HG SPLY. The parking lot is within a parking easement agreement
between HG SPLY and the EDC 4B for shared parking within the properties. Both parties have
nonexclusive rights to park vehicles on the described lot. The agreement does not however allow
the use of the parking lot for anything other than parking vehicles. HG SPLY is requesting the use
of the parking lot to host a Farmers’ Market each week on Sunday for the remainder of the fiscal
year or May 1, 2022 to September 31, 2022. If approved the event will go through the special
event committee and will be permitted by the Town. The event and agreement will be
reevaluated at the end of the fiscal year for any necessary amendments, for cancelation, or for
continuation.
Financial Considerations:
None
Legal Review:
Page 2 of 2
The document was prepared by legal counsel within the offices of the law firm of Taylor, Olson,
Adkins, Sralla, Elam LLP.
Board/Commission/ or Committee Recommendation:
Staff Recommendation:
Staff recommends approval of the Temporary License and Access Agreement between the
Trophy Club EDC-4B and HGSPLY Trophy Club LLC.
Attachments:
Parking Agreement
Exhibit A (possible site plans)
EXHIBIT A
EXHIBIT A
EXHIBIT A
Temporary License and Access Agreement (HG SPLY TROPHY CLUB LLC) Page 1 of 7
TEMPORARY LICENSE AND ACCESS AGREEMENT
This Temporary License and Access Agreement (“Agreement”) is entered into by and
between the Trophy Club Economic Development Corporation, a Texas economic development,
(“TCEDC”) and HG SPLY TROPHY CLUB, LLC, a Texas limited liability company (“LICENSEE”).
WHEREAS, the TCEDC owns the property located at Trophy Club, Tarrant County, Texas,
further described in the attached Exhibit “A” (“PREMISES”); and
WHEREAS, LICENSEE desires to occupy the PREMISES for the (“EVENT”) and TCEDC is
willing to grant LICENSEE a license for the EVENT, subject to the terms and conditions contained
herein; and
WHEREAS, the EVENT is open to the public and promotes the public purpose of economic
development and the TCEDC authorizes LICENSEE to use the PREMISES in accordance with this
Agreement; and
NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) cash in hand paid
by LICENSEE to TCEDC, and for other good and valuable consideration, TCEDC grants LICENSEE a
non-exclusive temporary license and right to access the PREMISES for the EVENT on
each Sunday between May 1, 2022 and September 30, 2022, pursuant to the terms herein:
1.REVOCATION. Such license and right of access may be revoked at any time by the
TCEDC for any reason, or for no reason, without any liability or claim of damages against the
TCEDC:
2.DAMAGE AND RESTORATION OF PROPERTY: LICENSEE shall take all necessary
precautions to protect the PREMISES from any damages resulting from LICENSEE’S use and access
of the PREMISES. LICENSEE shall immediately notify TCEDC of all damages resulting from, arising
out of, or caused to, the PREMISES by LICENSEE, its officers, agents, employees and invitees.
LICENSEE shall be solely responsible for the costs and the repair and/or replacement of all such
damages and such repairs and/or replacements shall be commenced immediately and completed
within thirty (30) calendar days and shall be completed in a manner acceptable to TCEDC in its
sole discretion.
3.PROHIBITED USES: LICENSEE shall not use the PREMISES in any manner that
constitutes waste or nuisance, or that violates any applicable law, ordinance, or governmental
regulation in any respect. LICENSEE shall neither do nor permit to be done anything that would
render void or uncollectible any insurance then in force with respect to the PREMISES, or that
would in any way increase the premiums payable by TCEDC for fire, liability, or any other
insurance coverage on the PREMISES.
4.COMPLIANCE WITH LAW: LICENSEE agrees to conduct its EVENT and related
operations in accordance with good standard practices and shall comply with all federal, state
and local laws, rules, and regulations, as well as with all regulations, restrictions, and
Temporary License and Access Agreement (HG SPLY TROPHY CLUB LLC) Page 2 of 7
requirements of the police, fire, and health departments now or hereafter in effect which are
applicable to its EVENT and related operations. LICENSEE shall obtain and keep in effect at its
own cost and expense all licenses, permits, and taxes incurred or required in connection with this
Agreement and its EVENT and related operations hereunder. LICENSEE hereby confirms and
understands that this Agreement is for the use of the TCEDC’s property only and does not serve
as an event permit or approval for any event. LICENSEE is responsible to secure all appropriate
event permits.
5.NON-EXCLUSIVE: This Agreement is not exclusive, and the TCEDC reserves the
right to go on or across, and to permit others to go on and across, the PREMISES for any purpose
whatsoever and to conduct any operations or activities that the TCEDC may desire.
6.NO WARRANTY/PREMISES ACCEPTED AS/IS: This Agreement is made by the TCEDC
without any warranty of title, either express or implied, concerning the PREMISES. LICENSEE
agrees that it is taking the PREMISES in its current “AS IS” condition, with no representations or
warranties of any nature whatsoever by the TCEDC. LICENSEE acknowledges that LICENSEE has
inspected the PREMISES and is thoroughly familiar with its condition, and LICENSEE hereby
accepts the PREMISES in its present condition for its intended use by LICENSEE. No person acting
on behalf of TCEDC is authorized to make, and by execution hereof, LICENSEE acknowledges that
no person has made any representations, agreement, statement, warranty, guarantee or
promise regarding the PREMISES or the use contemplated herein or the zoning, construction,
physical condition or other status of the PREMISES, except as may be expressly set forth in this
Agreement. No representation, warranty, agreement, statement, guarantee or promise, if any,
made by any person acting on behalf of TCEDC which is not contained in this Agreement will be
valid or binding on TCEDC.
7.NOTICE: Prior to the time LICENSEE is entitled to any license or right of access to
or use of the PREMISES for any activity, LICENSEE shall deliver two (2) signed copies of this
agreement to the Town Manager, Town of Trophy Club, at 1 Trophy Club Dr., Trophy Club, Texas
76262.
8.INSURANCE: Licensor and Licensee shall each maintain throughout the term of this
agreement a worker’s compensation policy and a policy of commercial general liability insurance
against claims for bodily injury (including death), personal injury, non-owned automobile liability,
and property damage in an amount not less than $1,000,000.00 per occurrence, issued by an
insurer licensed to do business in Texas in which the PREMISES is located.
9 INDEMNIFICATION: LICENSEE COVENANTS AND AGREES THAT NEITHER TCEDC,
NOR THE TOWN OF TROPHY CLUB, TEXAS, SHALL IN NO WAY NOR UNDER ANY CIRCUMSTANCES
BE RESPONSIBLE FOR ANY PROPERTY BELONGING TO LICENSEE, ITS MEMBERS, EMPLOYEES,
AGENTS, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR TRESPASSERS, WHICH
MAY BE STOLEN, DESTROYED, OR IN ANY WAY DAMAGED, AND LICENSEE HEREBY INDEMNIFIES
AND HOLDS HARMLESS TCEDC FROM AND AGAINST ANY AND ALL SUCH CLAIMS. NEITHER THE
Temporary License and Access Agreement (HG SPLY TROPHY CLUB LLC) Page 3 of 7
TCEDC NOR TOWN OF TROPHY CLUB DOES NOT GUARANTEE POLICE PROTECTION AND WILL NOT
BE LIABLE FOR ANY LOSS OR DAMAGE SUSTAINED BY LICENSEE, ITS MEMBERS, EMPLOYEES,
AGENTS, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR TRESPASSERS ON ANY OF
THE PREMISES.
10.LIABILITY: LICENSEE shall hold TCEDC and the Town of Trophy Club, Texas,
harmless from liability resulting from the negligent acts or omissions of TCEDC and the Town of
Trophy Club, Texas, their officials, agents or employees pertaining to the activities to be carried
out pursuant to the obligations of this Agreement; provided, however that TCEDC shall not hold
LICENSEE harmless from claims arising out of the negligence or willful malfeasance of TCEDC, its
officers, agents, or employees, or any person or entity not subject to TCEDC’S supervision or
control.
11.CLEANUP AND REPAIR: LICENSEE may coordinate with TCEDC for permission to
enter the PREMISES for the limited purposes of cleaning or repairing the PREMISES in preparation
for the EVENT, as well as any cleaning or repairing of the PREMISES after the EVENT. LICENSEE
shall clean, repair, and return the PREMISES to the condition in which it existed immediately prior
to LICENSEE’S occupancy pursuant to this Agreement, such cleaning and repair shall be
completed in a manner acceptable to the TCEDC in its sole discretion.
12.NO ASSIGNMENT: LICENSEE may not assign or transfer any rights or interest in this
Agreement without the written consent of the TCEDC, and any such attempted transfer without
written consent shall be void.
13.NO REAL PROPERTY INTEREST. LICENSEE acknowledges and agrees that this
Agreement does not confer upon LICENSEE any right, title, or interest in or to the PREMISES, as
tenants or otherwise, and LICENSEE expressly disclaims any such right, title, or interest in the
PREMISES.
14.SEVERABILITY: If any of the covenants, agreements, terms or provisions contained
in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity of the
remaining covenants, agreements, terms or provisions contained herein shall be in no way
affected, prejudiced or disturbed thereby.
15.ENTIRE AGREEMENT: This written instrument constitutes the entire Agreement by
the parties hereto concerning this Agreement, and the obligation of the parties and any prior or
contemporaneous oral or written agreement that purports to vary from the terms hereof shall
be void. This Agreement cannot be modified or amended without the written consent of all the
parties hereto and attached and made a part of this Agreement.
16.VENUE: This Agreement shall be governed by the laws of the State of Texas. Venue
for any action brought to interpret or enforce, or arising out of or incident to, the terms of this
Agreement shall be in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
Temporary License and Access Agreement (HG SPLY TROPHY CLUB LLC) Page 4 of 7
17.GOVERNMENTAL FUNCTIONS AND IMMUNITIES: LICENSEE acknowledges and
agrees that TCEDC is entering into this Agreement pursuant to its governmental functions in the
interest of the health, safety, and welfare of the public, and that nothing contained in this
agreement shall be construed as constituting a waiver of TCEDC’s governmental immunity from
suit or liability, which is expressly reserved to the extent allowed by law. The parties acknowledge
and agree that this is not an agreement for goods or services; however, to the extent this
Agreement is subject to the provisions of Subchapter I of Chapter 271, TEXAS LOCAL
GOVERNMENT CODE, as amended, the TCEDC’s immunity from suit is waived only as set forth in
Subchapter I of Chapter 271, TEXAS LOCAL GOVERNMENT CODE. Further, the parties agree that
this agreement is made subject to all applicable provisions of the Texas Civil Practices and
Remedies Code (“CPRC”), including but not limited to all defenses, limitations, and exceptions to
the limited waiver of immunity from liability provided in CPRC Chapter 101 and Chapter 75.
18.COMPLETE AGREEMENT: This Agreement and the exhibits hereto constitute the
final and complete agreement, and supersede all prior correspondence, memoranda or
agreements between the parties relating to the subject matter thereof. This Agreement cannot
be changed or modified other than by a written agreement executed by both parties. Nothing in
this agreement shall be deemed to create or constitute a partnership, joint venture, or
relationship of principal and agent between the parties.
19.EFFECTIVE DATE. This Agreement is effective as of the date last signed below.
By executing this Agreement, LICENSEE agrees to and accepts the terms, conditions and
provisions provided herein.
----- Signature pages follow -----
Temporary License and Access Agreement (HG SPLY TROPHY CLUB LLC) Page 5 of 7
TCEDC
Trophy Club Economic Development Corporation
_________________________________________
Signature
_________________________________________
Printed Name
_________________________________________
Title
Signed on the _____ day of ______________ , 2022.
Address for Notice:
_________________________________________
_________________________________________
_________________________________________
_________________________________________
Emergency contact information:
_________________________________________
Printed Name
_________________________________________
Title
_________________________________________
Telephone number
Page 6 of 7
LICENSEE
HG SPLY Trophy Club, LLC
_________________________________________
Signature
_________________________________________
Printed Name
_________________________________________
Title
Signed on the _____ day of ______________ , 2022.
Address for Notice:
_________________________________________
_________________________________________
_________________________________________
_________________________________________
Emergency contact information:
_________________________________________
Printed Name
_________________________________________
Title
_________________________________________
Telephone number
Temporary License and Access Agreement (HG SPLY TROPHY CLUB LLC)
Temporary License and Access Agreement (HG SPLY TROPHY CLUB LLC) Page 7 of 7
EXHIBIT “A” FOLLOWS
EXHIBIT “A”
to the Temporary License and Access Agreement between the Trophy Club Economic
Development Corporation and HG SPLY Trophy Club, LLC
(this Exhibit “A” consists of this cover sheet, the aerial and the deed and is a total of 7 pages)
EXHIBIT "A" TO TEMPORARY LICENSE AND ACCESS AGREEMENT Page 1 of 7
EXHIBIT "A" TO TEMPORARY LICENSE AND ACCESS AGREEMENT Page 2 of 7
EXHIBIT "A" TO TEMPORARY LICENSE AND ACCESS AGREEMENT Page 3 of 7
EXHIBIT "A" TO TEMPORARY LICENSE AND ACCESS AGREEMENT Page 4 of 7
EXHIBIT "A" TO TEMPORARY LICENSE AND ACCESS AGREEMENT Page 5 of 7
EXHIBIT "A" TO TEMPORARY LICENSE AND ACCESS AGREEMENT Page 6 of 7
EXHIBIT "A" TO TEMPORARY LICENSE AND ACCESS AGREEMENT Page 7 of 7