HomeMy WebLinkAboutItem 11 - Grapevine Ice I
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MEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
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FROM: BRUNO RUMBELOW, CITY MANAGE \V'
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MEETING DATE: MARCH 24, 2009
SUBJECT: TAX INCREMENT FINANCE REIMBURSEMENT AGREEMENT
— GRAPEVINE ICE
RECOMMENDATION:
Staff recommends Council approve the First Addendum to the Tax Increment Finance
Reimbursement Agreement between the City of Grapevine and Grapevine Ice House a
subsidiary of American Skating Entertainment Centers.
BACKGROUND INFORMATION:
Polar Ice Entertainment has recently sold the Dr Pepper Stars Center at the Grapevine
Mills Mall to American Entertainment Centers. With the sale the existing agreement
between the City and Polar Ice is no longer binding to the new owners. The new owners
are willing to put into place other agreements as follows:
I. A $15.00 discount to Grapevine residents on all learn to skate programs.
II. A $25.00 discount on hockey league registration fees from Grapevine residents.
III. A $1.00 discount on Public skating admission and $1.00 discount on skate rental
for Grapevine residents.
The present agreement as well as this agreement will terminate September 4, 2010.
Staff previously stated to Council that the facility was made available at no charge to the
Parks & Recreation department for learn to skate classes; however, that was an error.
The facility was made available but a fee was charged and a percentage was
reimbursed to Polar Ice. The primary difference between this agreement and the
existing agreement is that Grapevine Ice will no longer offer free ice time to Grapevine
High School and Colleyville Heritage High School hockey teams.
March 13,2009(3:48PM)
STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF GRAPEVINE §
TAX INCREMENT FINANCE REIMBURSEMENT
AGREEMENT BETWEEN THE CITY OF GRAPEVINE
AND POLAR ICE ENTERTAINMENT,INC.
WHEREAS, the City of Grapevine, Tarrant County, Texas, is a home-rule city,
authorized pursuant to the Texas Constitution, Article II, Section 5 (hereinafter referred
to as the City); and
WHEREAS, Polar Ice Entertainment, Inc. (hereinafter "PIE") is a Delaware
corporation authorized to do business in Texas; and
WHEREAS, the Tax Increment Reinvestment Zone No. 1, City of Grapevine,
was created by as permitted by Chapter 311 of the Texas Tax Code (hereinafter referred
to as the"TIF"); and
WHEREAS, the City and PIE mutually desire to pursue a public/private
partnership for the continued operation and maintenance of a public recreational ice-
skating facility(the"Facility") at 3000 Grapevine Mills Parkway, #613, in the City; and
WHEREAS,PIE is the owner/operator of the Facility; and
WHEREAS, the continued operation of the Facility will be beneficial to the
public and will serve to foster economic development through retail sales retention and
growth and through recreational and educational opportunities; and
WHEREAS, the City wishes to provide funding for the continued operation and
maintenance of the Facility in exchange for PIE's donation of a commensurate level of
in-kind services to the benefit of the public (this arrangement will hereinafter be referred
to as the "Project"); and
WHEREAS, the Project constitutes an appropriate use of funds from the TIF; and
WHEREAS, the TIF has approved the Project as an appropriate use of funds
from the TIF; and
WHEREAS, the City and PIE desire to enter into an agreement to fund PIE not
more than $400,000 for the Project ($200,000 per year for 2 years), subject to the City's
receipt of funding in that amount from the TIF.
NOW, THEREFORE, the parties to this Agreement, City and PIE, do enter into
this Agreement concerning the Project (all of which are hereafter referred to as the
Agreement), for and in consideration of good and valuable consideration, the receipt and
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sufficiency of which are hereby acknowledged, and for the mutual promises and mutual
benefits that flow to each party, do hereby contract, covenant, warrant and agree as
follows:
Section 1. That all matters stated in the preamble above are found to be true
and correct and are incorporated herein into the body of this
Agreement as if copied in their entirety.
Section 2. PIE's responsibilities relative to the Project are as follows:
A. PIE agrees to continue the operation and maintenance of
the Facility as a public ice skating venue for the shorter of
1) seven years, or 2) the time in which the City determines
that PIE has provided in-kind services, as described herein,
in an equivalent amount to the City's monetary
contributions provided for in this Agreement.
B. At all times during this Agreement, PIE shall operate the
Facility in a professional and responsible manner.
C. During the term of this Agreement, PIE agrees to provide
the following:
i. PIE will make the Facility available for use by the Amook
City's Parks and Recreation Department for
conducting"Learn to Skate", or equivalent classes,
for residents of the City of Grapevine.
ii. PIE will make the Facility available to Grapevine
High School and Colleyville Heritage High School
club hockey teams to practice during"prime ice
time". The term"prime ice time" shall be times
which are mutually agreeable to the City and the
club teams. Due to scheduling commitments for the
first year of this Agreement,practice times will be
5:10 pm—6:10 pm twice a week Monday through
Thursday. Weekend practice time may be made
available on an as-needed and space available basis.
iii. Any other costs associated with the operation,
maintenance, ownership, or use of the Facility shall
be paid for and borne by PIE, with no recourse for
reimbursement above and beyond the monetary
contributions provided for herein. PIE shall be
solely responsible for all costs of operating,
insuring, managing and maintaining the Facility.
The City shall be named additional insured on any
liability policy(ies) for the Facility. PIE will
indemnify, defend, and hold harmless the City
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along with its officers, officials, agents, contractors,
and employees for any and all claims, damage(s),
bodily injury, or death arising out of or in any way
related to PIE's operation, maintenance, or
ownership of the Facility.
iv. During the term of this Agreement with the City,
PIE shall ensure that the Facility be designated as a
"Starscenter". Thereafter, PIE shall operate the
Facility in a manner consistent with the manner in
which other Starscenter ice facilities in the Dallas-
Fort Worth metropolitan area(the "Metroplex") are
operated.
v. Save and except any provision to the contrary
herein,PIE shall be responsible for all aspects of the
management of the Facility including, without
limitation, staffing,programming, scheduling and
hours of operation. PIE shall comply with the
Americans with Disabilities Act (the"ADA"), and
all other applicable rules and regulations as they
relate to the design, construction and operation of
the Facility. PIE shall also comply with the ADA
and other applicable regulations as they relate to
programs conducted at the Facility by PIE.
vi. PIE shall have the exclusive right to sell
sponsorships pertaining to the Facility including,
without limitation, building naming rights (i.e., "Dr
Pepper StarsCenter—Grapevine Mills"), exterior
and interior building signage and the right to display
such signage subject to the City's zoning rules and
regulations.
vii. PIE shall offer a standard discount to City of
Grapevine residents who participate in certain
public programs at the Facility similar to those
offered at other City recreational facilities. Further,
PIE and the City shall work together to create
community and public relations events regularly at
the Facility that are mutually beneficial for PIE and
the City and its residents.
Section 3. The City's responsibilities are:
A. Subject to receipt of funding from the TIF in these
amounts, the City agrees to provide up to $200,000.00 per
year to PIE for a period of up to 2 years from the TIF,
subject to PIE's compliance with the terms and conditions
contained herein and any subsequent agreement of the
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parties relating to the Project. The purpose of said
payments is to promote recreational and educational
opportunities and to foster economic development, both of
which shall be for the benefit of the public. In the absence
of the receipt of appropriate funding for this Agreement by
the TIF, the City shall have no further responsibility for its
obligations under this Agreement.
B. The City shall not be responsible in any way for the
operation, management or maintenance of the Facility,
unless expressly stated herein.
C. Any payment to be made hereunder is subject to the City's
confirmation that PIE has met and is meeting its obligations
under this Agreement on an ongoing basis. In the event of
PIE's failure to adhere to this standard, the City may
withhold any and all payments provided for hereunder.
Section 4: General Requirements:
A. Breach and Enforcement. Venue for any claim or dispute
concerning this Agreement shall lie exclusively in the State
District Courts of Tarrant County, Texas. The prevailing
party in any litigation is entitled to recover its legal fees.
B. This Agreement represents the entire agreement between
the parties hereto with respect to the subject matter hereof,
and supersedes all prior understandings or written or oral
agreements between the parties with respect to the subject
matter of this Agreement.
C. Each person signing this Agreement hereby confirms that
any requisite approvals from the governing body of such
signatory have been obtained, and all prerequisites to the
execution, delivery and performance hereof have been
obtained by or on behalf of that party.
D. In the event that any portion of this Agreement shall be
found to be contrary to law, it is the intent of the parties
hereto that the remaining portions shall remain valid and in
full force and effect to the extent possible.
E. It is expressly understood and agreed that, in the execution
of this Agreement, no party waives, nor shall be deemed
hereby to have waived any immunity or defense that would
be available to it against claims arising in the
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exercise of governmental powers and functions. By
entering into this Agreement, the parties do not create any
obligations, express or implied, other than those set forth
herein, and this Agreement shall not create any rights in
parties not signatories hereto.
F. Each party paying for the performance of governmental
functions or services must make those payments from
current revenues.
Section 5. This Agreement may be amended or terminated by the mutual
written consent of the parties. This Agreement may not be assigned
or conveyed to any third party without the written consent of both
parties hereto.
S ection 6. Nothing contained herein shall create a contractual relationship
with, or any rights in favor of, any party not signatory to this
Agreement.
By signing and dating below in the appropriate space and returning same in a
timely manner, the parties hereto mutually agree to pursue the Project in accordance with
this Agreement.
Polar Ice
By: %_.
Name: Brad Berman
Its: President
Agreed and Accepted this Yf./ day of , 2003:
CITY OF GRAPEVINE
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Y: i
Name: Roger Nelson
Its: City Manager
Approved by City of Grapevine Resolution No. 2003-27, dated September 2, 2003.
C:\Documents and Settings\Administrator\My Documents\gv-tif agrmt polar-ice 2.doc
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STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF GRAPEVINE §
FIRST ADDENDUM TO THE TAX INCREMENT FINANCE
REIMBURSEMENTAGREEMENT BETWEEN THE CITY OF GRAPEVINE
AND POLAR ICE ENTERTAINMENT,INC.
WHEREAS, the City of Grapevine and Polar Ice Entertainment, Inc. ("PIE") entered
into a Tax Increment Finance Reimbursement Agreement regarding the ice-skating
facility at 3000 Grapevine Mills Parkway(the"Agreement"); and
WHEREAS, Grapevine Ice House, L.L.C. ("GIH"), a wholly owned subsidiary of
American Skating Entertainment Centers, L.L.C., is the successor in interest to PIE; and
WHEREAS, by execution of the Addendum, the City consents to the assignment of the
Agreement from PIE to GIH; and
WHEREAS, the City and GIH wish to amend the Agreement to address the
commitments and expectations of the parties; and
Ao
WHEREAS, it is the intent of the parties that all other provisions of the Agreement `"'
remain unchanged.
NOW,THEREFORE,it is agreed between the parties hereto that;
I. All matters stated hereinabove are found to be true and correct and are
incorporated herein as if copied in their entirety.
II. The Agreement is hereby amended, as follows:
Section 2.i. is amended and replaced as follows:
Learn-to-Skate/Hockey Leagues and Public Skate/Rentals:
Grapevine residents will be entitled to $15 discounts on all learn-to-skate
programs and$25 discounts on all hockey league fees throughout the entire term.
Grapevine citizens will receive a$1.00 discount on public skating admissions and
a$1.00 discount on skate rentals during all public skating sessions throughout the
agreement.
•
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Section 2.ii. is amended and replaced as follows:
High School Hockey:
Grapevine and Colleyville High Schools will be permitted to purchase up to 3
hours per week of ice time at the rates outlined below. These are discounted
approximately 35% from GIH's current market rate.
Year Rate/hour
2009 $250/hr
2010 $265/hr
2011 $280/hr
2012 $295/hr
2013 $310/hr
No later than June 30 of each year, GIH and the high schools will
agree upon a specific ice time schedule/contract for the following season
(September 1 —August 31). •
Section 2.iv. is hereby deleted in its entirety.
IV. This Addendum shall be attached as an exhibit to the Agreement and incorporated
therein. By execution hereof, GIH assumes all the rights and responsibilities
under the Agreement, as amended herein.
•
V. The Agreement and its terms remain unchanged, except as otherwise provided
herein.
In Witness Whereof, the parties have hereunto set their hands by the
representatives hereunto duly authorized on the of , 2009.
By:
Name:
Its:
Agreed and Accepted this day of , 2009:
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CITY OF GRAPEVINE
By:
Name:
Its:
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