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HomeMy WebLinkAboutItem 05 - Vidorra TO: HONORABLE MAYOR, CITY COUNCIL MEMBERS AND THE PLANNING AND ZONING COMMISSION FROM: BRUNO RUMBELOW, CITY MANAGER ERICA MAROHNIC, DIRECTOR, PLANNING SERVICES MEETING DATE: SEPTEMBER 17, 2024 SUBJECT: PLANNING SERVICES TECHNICAL REPORT OF CONDITIONAL USE APPLICATION CU24-34; VIDORRA r---I I I I I — Grapevine Dove Lake p APPLICANT: James Faller— Milkshake Concepts I 5 I I —I Ra. I 1 y� I.H.1635 PROPERTY LOCATION AND SIZE. ro Northwest � 1 _ I P4� ^�� The subject property is located at 700 West State r-' Highway 114 and is platted as Block 1, Lot 5RB1, I T I Hayley Addition. The addition contains 1.84 acres FW Hall-Johnson S AirportD R and has approximately 223 feet of frontage along the L7 West State Highway 114 service road. I 7----ro o L—i ro I —16 Glade Rd. _1 � C REQUESTED CONDITIONAL USE AND COMMENTS: The applicant is requesting a conditional use permit to amend the previously approved site plan CU22-22 (Ord. 2022-039)to allow the possession, storage, retail sales of on- and off- premise consumption of alcoholic beverages (beer, wine, and mixed beverages), outdoor dining, outdoor speakers and a 38-foot pole sign in conjunction with a restaurant. This request is specifically to modify the existing floor plan to relocate alcohol storage and revise exterior building elevations to enclose the existing outdoor dining area. The applicant intends to revise the floor plan, shifting the alcohol point of sale area, and revise the wall signage of the existing Hoffbrau Steak& Grill House to accommodate a new restaurant, Vidorra. In addition to floor plan changes, the applicant is proposing to enclose the existing 1,354 square foot outdoor dining area and revise the west building elevation. Overall, the proposed floor plan with the expansion can accommodate 369 occupants. One hundred twenty-three (123) parking spaces are required, and 145 parking spaces are provided. Two outdoor speakers are proposed at the main entrance of the restaurant located approximately 115 feet to West State Highway 114. The existing pole sign, currently 38-feet-tall will remain and will be refaced. PRESENT ZONING AND USE: The property is zoned "HC", Highway Commercial District and is developed as a restaurant, formerly Hoffbrau Steak & Grill House. HISTORY OF TRACT AND SURROUNDING AREA: The subject site was rezoned in the 1984 City-wide Rezoning from "C-2", Community Business District and 1-1", Industrial District to "HC", Highway Commercial District. • On October 20, 1987, City Council approved CU87-07 (Ord. 1987-70)for a planned commercial center to allow a Kentucky Fried Chicken restaurant, a Wendy' s restaurant, a Mobil gas station, and a Movies 8 Theater. • On December 19, 1989, City Council approved CU89-17 (Ord. 1989-92) approved the development of restaurant (Tic's Tex- Mex) with on premise sales and consumption of alcoholic beverages, and a 40 -foot pole sign along State Highway 114 West. • On July 16, 1991 , City Council approved CU91-14 (Ord. 1991-45) allowed the development of a restaurant (Romano's Macaroni Grill) with on premise sales and consumption of alcoholic beverages and a 40-foot pole sign in the place of Tia's Tex- Mex restaurant. • On October 21 , 1997, City Council approved CU97-49 (Ord. 1997-115) for a 730 square foot expansion of Macaroni Grill. • On December 12, 2001, the Site Plan Review Committee (SPRC) approved CU01- 66 to allow for a 150 square foot expansion to the existing restaurant for a to-go area. • On July 15, 2014, City Council approved CU14-27 (Ord. 2014-40) to amend the previously approved site plan for a planned commercial center with the possession, storage, retail sale and on-premise consumption of alcoholic beverages (beer, wine, and mixed beverages) specifically to revised the building elevations, allow outside speakers, outside dining and a 38-foot pole sign in conjunction with a restaurant (Brick House Tavern & Tap). • On Jun 21 , 2024, City Council approved CU22-22 (Ord. 2022-039) to amend the previously approved site plan for a planned commercial center, specifically to allow the possession, storage, retail sales of on and off premise consumption of alcoholic beverages (beer, wine and mixed beverages), outdoor dining, outdoor speakers and a 38-foot pole sign in conjunction with a restaurant (Hoffbrau Steak & Grill House). CU24-34.4 2 SURROUNDING ZONING AND EXISTING LAND USE: NORTH: "HC", Highway Commercial District— Ball Street electric substation SOUTH: "CC", Community Commercial District — State Highway 114 EAST: "HC", Highway Commercial District — P.F. Chang's restaurant WEST: "HC", Highway Commercial District—Pappadeaux Seafood Kitchen restaurant AIRPORT IMPACT: The subject tract is located within "Zone A" Zone of Minimal Effect and "Zone B" Middle Zone of Effect as defined on the "Aircraft Sound Exposure: Dallas/ Fort Worth Regional Airport Environs" Map. Few activities will be affected by aircraft sounds in "Zone A" except for sound sensitive activities such as auditoriums, churches, schools, hospitals, and theaters. The applicant' s proposal is an appropriate use in this noise zone. In "Zone B", the following uses may be considered only if sound treatment is included in building design: multifamily apartments, motels, office buildings, movie theaters, restaurants, personal and business services. Single-family residential and sound sensitive uses such as schools and churches should avoid this zone. The applicant's proposal is an appropriate use in this noise zone. MASTER PLAN APPLICATION: Map 2: Land Use Plan of the Comprehensive Master Plan designates the subject property as a Commercial (CO) land use. The applicant's proposal is compliant with the Master Plan. THOROUGHFARE PLAN APPLICATION: The City of Grapevine's Thoroughfare Plan does not designate West State Highway 114 as a local thoroughfare with a width determined by TxDOT. /ng CU24-34.4 3 \AP. vas N vt 15 1 #0 5$3 1 .2653 J Q 15 14 13 4A TR 5A7 3.9569 @ .9125 AC SUBJECT 1 2 3 PROPERTY 1 .3256 @ .�365 NID 1 .9486 @ . . . . . . . . . . . . . . . . . . . . . . . . . . : 14-FRS, VI/g CC Ali I V sy -Sy 4 WB Ott �Vg Feet 0 50 100 150 200 CU24-34; Vidorra ,GRAPEVINE,k VIN t A' S N T hi 700 West State Highway 114 " W�E 5 This data has been compiled by the City of Grapevine IT/GIS department.various official and unofficial sources were Date Prepared: 8/26/2024 used to gather this information.Every effort was made to ensure the accuracy of this data,however,no guarantee is given or implied as to the accuracy of said data. CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS Current or if unplatted, proposed subdivision name(s), Gross area of parcel (to nearest tenth of block(s), & lot(s) ttaucv) Acgcki}gym acre) Street frontage & distance to nearest cross street Descr'be the Proposed Use s-tci+c YNr4Yjw(LLi 1t�-I — �uOOE} -\olY\\\aMt�Ta-Fe be the r- � Proposed Zoning Existing Zoning 0 IN, FA (-- Future Land Use Designation Subject Property Address des-taurrmk- `RHO tam Sta, +z_W�Cp i0.v. li4 a�rd�p-cv,nc , TX All Conditional Use Permit Requests are assumed to be complete when filed and will be placed on the agenda for public hearing at the discretion of staff. Based on the size of the agenda, your application may be scheduled to a later date. All public hearings will be opened and testimony given by applicants and interested citizenry. Public hearings may he continued to the next public hearing. Public hearings will not be tabled. Any changes to a site plan approved with a conditional use permit request can only be approved by City Council through the public hearing process. Any application for a change In zoning or for an amendment to the zoning ordinance shall have, from the date of submittal, a period of four months to request and be scheduled on an agenda before the Planning and Zoning Commission and City Council. If aftersaid period of four months an application has not been scheduled before the Commission and Council said application shall be considered withdrawn, with forfeiture of all filing fees. The application, along with the required filing fee may be resubmitted any time thereafter for reconsideration. Delays in scheduling applications before the Planning and Zoning Commission and City Council created by city staff shall not be considered a part of the four-month period. I have read and understand all of the requirements as set forth by the application for a conditional use permit request and acknowledge that all requirements of this application have been met at the time of submittal. tTT- RIE ['o ra(curc• tI.LC Owner Name � 'ilYen Tu�e� Owner Phone Number �- l�' 98 011 Company F F Q r- (,.ceyr Vt 6.a : L QC Address '� 114 ShofccvK � Dt City �S4J]ab Ij fc. State Zip Code 1Sr1.01 Email CLI2y ': � 2 AUG 0 5 Z024 Planning Services Department 200 S. Main Street a Grapevine, TX 76051 a 817.410.3155 a his://bitly/GmoevinePlann'nc Updated June 22,2024 CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS Project Representation (check one): ❑ 1 will represent the application myself; OR I hereby designate �Trrxu T'4Aker (name of project representative) to act in the capacity as my agent for submittal, processing, representation, and/or presentation of this request. The designated agent shall be the principal contact person for responding to all requests for information and for resolving all issues of concern relative to this request. I hereby certify that I am the property owner of the property and further certify that the information provided on this development app rgation i rue and co rest. I have selected the above submittal type and representation of my own v o and at the re est of the City of Grapevine. Property Owner's Signature i Date STATE OF: -rexotq COUNTY OF: BEFORE ME, a Notary Public, on this day personally appeared J IAAd f O�LLQ (printed property owner's name) the above signed, who, under oath, stated the following: ul hereby certify that I am the property owner for the purposes of this application; that all information submitted herein is true and correct." SUBSCRIBED AND SWORN TO before me, this the r day of t't+iy5t , 20 �)Iil. _ I NOTARY PUBLIC in and for the State of Texas o,, l_�"pt:Joq LINDSAY ELLEN CAREY T Notary Public,Sunset Texas y°A �t( Comm.Ezpirea 02-1R2027 .y?(,M NoteryID 134187a63 AUG 0 520?4 3 Planning Services Department 200 S. Main Street• Grapevine, TX 76051 a 817.410.3155 • httys AiLlylompovinePlanning Updated June 21,2024 CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS Project Representative Information (complete if designated by owner) o Engineer o Purchaser dTenant o Preparer o Other(specify) Name ) CIMer�, Fal\2.f company MAl/1S)/1lah C� 011(C, A Address 41000 -elm St City. nn11a$ State Zip Code �] S�i s Phone Applicant's Signatu DateJJ s1 STATE OF: "C-ett Ana COUNTYOF: C>allag BEFORE ME, a Notary Public, on this day personally appeared , urn eS FQl\ler (printed project representative name) the above signed, who, under oath, stated the following: "I hereby certify that I am the applicant for the purposes of this application; that all information submitted herein is true and correct." SUBSCRIBED AND SWORN TO before me this the J\V-NA day of 20 dLA t G CRAIG Notary Public ua 5132590. NOTARY PUBLIC In and for the State of Texas ffisY Comm.Expire50448.202a If the legal owner of the property is a corporation, company, partnership, or Limited Liability Company, provide a copy of a legal document attached with this application showing that the individual signing this document is a duly authorized partner, officer, or owner of said corporation, partnership, or Limited Liability Company. For any individual or organization who consents to act as an agent for the entity for purposes of receiving any process, notice or demand: Entity Name or File Number. A,� I r(p,y r rA �4 i I i\ t L �. Provide a most recent public information report that includes: 1. All general partners AUG 0 52024 2. File Number 3. Registered agent name 4. Mailing address (You may order a copy of a Public Information Report from open.mcords@cpa.texas.gov or Comptroller of Public Accounts,Open Records Section, PO Box 13528,Austin,Tons 78711 or go to hfps9/mycpa.cpa.state.N.us/walsearch.do) 4 Planning Services Department 200 S. Main Street• Grapevine,TX 16051 • 817.410.3155 • htt s,lu /b'tly/GraoevinePlann nor Updated June 21,2024 AUGUST 1, 2024 MILKSHAKE CONCEPTS VIDORRA 400 ELM STREET 700 WEST HWY 114 DALLAS, TX 75226 NORTH ACCESS ROAD GRAPEVINE, TX 76051 To whom it may concern, Vidorra- 700 West Hwy 114, City of Grapevine Planning Services. The purpose of the Conditional Use Permit application is to have site approval on an existing building that will involve an interior renovation as well as new exterior paint over the existing materials, new signage, and a new facade design to the main building entrance. The new fagade design will use the same materials as the existing building with new paint colors so that it meets the masonry ordinance requirements. This building will be used for restaurant food services and will operate as such. The current site plan layout including civil will stay the same as the most recent approved city submission. The new landscape layout has been submitted with the required CUP files. The new proposed restaurant will bring value to the property by bringing a well known Dallas restaurant to the area which will increase the traffic use from its previous tenant. With regards, James Faller Milkshake Concepts AUG 0 5 2024 co k-A 24 103� .............. ........... 0 k? % A j 20'0,9'17'W m6r L-�L f4 qyzl',,,,�,.:7. an, "IN I:N tl F— N 0 R11\W, LL qu at, -N .......... -I T IA MR- 10, '' �G r 1 •ks V'R N t, 1 0 1 09-17-JW 80.45' g AIR, cn G) gig 65 2 5 > Z' FIR OR 'o IF C3 ;-00 1, r Its gRJill ng I A I m H. gm mul U I 011"10,111 -lip W MIND g lip VIDORRA GRAPEVINE LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT VIDORRA GRAPEVINE LLC A Member-Managed Limited Liability Company OPERATING AGREEMENT THIS OPERATING AGREEMENT is made and entered into effective 01/19/2024, by and among: IMRAN SHEIKH/MEMBER/MANAGER ASIM GHAFAR/MEMBER/MANAGER JAMES FALLER/MEMBER/MANAGER (collectively referred to in this agreement as the "Members"). SECTION 1 THE LIMITED LIABILITY COMPANY 1.1 Formation. Effective 01/24/2024,the Members form a limited liability company under the name VIDORRA GRAPEVINE LLC (the "Company") on the terms and conditions in this Operating Agreement(the "Agreement") and pursuant to the Limited Liability Company Act of the State of Texas (the "Act"). The Members agree to file with the appropriate agency within the State of Texas charged with processing and maintaining such records all documentation required for the forma on c�f t J2mpany. Confidential Page 1 CQ?A •?P+ VIDORRA GRAPEVINE LLC The rights and obligations of the parties are as provided in the Act except as otherwise expressly provided in this Agreement. 1.2 Name. The business of the Company will be conducted under the name VIDORRA GRAPEVINE LLC, or such other name upon which the Members may unanimously agree. 1.3 Purpose. The purpose of the Company is to engage in any lawful act or activity for which a Limited Liability Company may be formed within the State of Texas. 1.4 Office. The Company will maintain its principal business office within the State of Texas at the following address: 4000 ELM DALLAS TX 75226 Registered Agent. IMRAN SHEIKH is the Company's initial registered agent in the State of Texas, and the registered office is 4000 ELM DALLAS TX 75226 1.6 Term. The term of the Company commences on 01/19/2024 and shall continue perpetually unless sooner terminated as provided in this Agreement. 1.7 Names and Addresses of Members. The Members'names and addresses are attached as Schedule 1 to this Agreement. 1.8 Admission of Additional Members. Except as otherwise expressly provided in this Agreement,no additional members may be admitted to the Company through issuance by the company of a new interest in the Company without the prior unanimous written consent of the Members. SECTION 2 Confidential Page 2 VIDORRA GRAPEVINE LLC CAPITAL CONTRIBUTIONS 2.1 Initial Contributions. The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement. 2.2 Additional Contributions. No Member shall be obligated to make any additional contribution to the Company's capital without the prior unanimous written consent of the Members. 2.3 No Interest on Capital Contributions. Members are not entitled to interest or other compensation for or on account of their capital contributions to the Company except to the extent, if any, expressly provided in this Agreement. SECTION 3 ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS 3.1 Profits/Losses. For financial accounting and tax purposes,the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1. 3.2 Distributions. The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Managers. Distributions in liquidation of the Company or in liquidation of a Member's interest shall be made in accordance with the positive capital account balances pursuant to U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance,there shall be a qualified income offset, as set forth in U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(d). Confidential Page 3 VIDORRA GRAPEVINE LLC 3.3 No Right to Demand Return of Capital.No Member has any right to any return of capital or other distribution except as expressly provided in this Agreement.No Member has any drawing account in the Company. SECTION 4 INDEMNIFICATION The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant,pending or completed action, suit or proceeding,whether civil,criminal,administrative,or investigative(other than an action by or in the right of the Company)by reason of the fact that he is or was a Member of the Company,Manager,employee or agent of the Company,or is or was serving at the request of the Company,against expenses(including attorney's fees),judgments,fines,and amounts paid in settlement actually and reasonably incurred in connection with such action,suit or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company,and with respect to any criminal action proceeding,has no reasonable cause to believe his/her conduct was unlawful. The termination of any action,suit,or proceeding by judgment,order,settlement,conviction,or upon a plea of"no to Contendere"or its equivalent,shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company,and,with respect to any criminal action or proceeding,had reasonable cause to believe that his/her conduct was lawful SECTION 5 POWERS AND DUTIES OF MANAGERS 5.1 Management of Company. 5.1.1 The Members,within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs. Confidential Page 4 VIDORRA GRAPEVINE LLC 5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by IMRAN SHEIKH/MEMBER/MANAGER ASIM GHAFAR/MEMBER/MANAGER JAMES FALLER/MEMBER/MANAGER 5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company. 5.2 Decisions by Members. Whenever in this Agreement reference is made to the decision, consent, approval,judgment, or action of the Members,unless otherwise expressly provided in this Agreement, such decision, consent, approval,judgment, or action shall mean a Majority of the Members. 5.3 Withdrawal by a Member.A Member has no power to withdraw from the Company, except as otherwise provided in Section 8. SECTION 6 SALARIES,REIMBURSEMENT,AND PAYMENT OF EXPENSES 6.1 Organization Expenses.All expenses incurred in connection with organization of the Company will be paid by the Company. 6.2 Salary.No salary will be paid to a Member for the performance of his or her duties under this Agreement unless the salary has been approved in writing by a Majority of the Members. Confidential Page 5 VIDORRA GRAPEVINE LLC 6.3 Legal and Accounting Services. The Company may obtain legal and accounting services to the extent reasonably necessary for the conduct of the Company's business. SECTION 7 BOOKS OF ACCOUNT,ACCOUNTING REPORTS, TAX RETURNS, FISCAL YEAR,BANKING 7.1 Method of Accounting. The Company will use the method of accounting previously determined by the Members for financial reporting and tax purposes. 7.2 Fiscal Year; Taxable Year. The fiscal year and the taxable year of the Company is the calendar year. 7.3 Capital Accounts. The Company will maintain a Capital Account for each Member on a cumulative basis in accordance with federal income tax accounting principles. 7.4 Banking. All funds of the Company will be deposited in a separate bank account or in an account or accounts of a savings and loan association in the name of the Company as determined by a Majority of the Members. Company funds will be invested or deposited with an institution,the accounts or deposits of which are insured or guaranteed by an agency of the United States government. SECTION 8 TRANSFER OF MEMBERSHIP INTEREST 8.1 Sale or Encumbrance Prohibited. Except as otherwise permitted in this Agreement, no Member may voluntarily or involuntarily transfer, sell, convey, encumber,pledge, assign, or otherwise dispose of(collectively, "Transfer") an interest in the Company Confidential Page 6 VIDORRA GRAPEVINE LLC without the prior written consent of a majority of the other nontransferring Members determined on a per capita basis. 8.2 Right of First Refusal.Notwithstanding Section 8.1, a Member may transfer all or any part of the Member's interest in the Company (the "Interest") as follows: 8.2.1 The Member desiring to transfer his or her Interest first must provide written notice (the "Notice")to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest(the "Offer"). 8.2.2 For a period of 30 days after receipt of the Notice,the Members may acquire all, but not less than all, of the Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them,the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer;provided, however,that the closing will not be less than 45 days after expiration of the 30-day notice period. 8.2.4 If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey the Interest consistent with the Offer to any other person or entity; provided,however,that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a price or on terms that are more favorable to the purchaser than stated in the Offer,then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further,that if the sale to a third person is not closed within six months after the expiration of the 30-day period describe above,then the provisions of Section 8.2 will again apply to the Interest proposed to be sold or conveyed. Confidential Page 7 VIDORRA GRAPEVINE LLC 8.2.5 Notwithstanding the foregoing provisions of Section 8.2, should the sole remaining Member be entitled to and elect to acquire all the Interests of the other Members of the Company in accordance with the provisions of Section 8.2,the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the existence of the Company as a limited liability company. 8.3 Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until: (1) The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and (2) The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company,that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members. 8.4 Death, Incompetency, or Bankruptcy of Member. On the death, adjudicated incompetence, or bankruptcy of a Member,unless the Company exercises its rights under Section 8.5,the successor in interest to the Member(whether an estate, bankruptcy trustee, or otherwise)will receive only the economic right to receive distributions whenever made by the Company and the Member's allocable share of taxable income, gain, loss, deduction, and credit(the "Economic Rights") unless and until a majority of the other Members determined on a per capita basis admit the transferee as a fully substituted Member in accordance with the provisions of Section 8.3. 8.4.1 Any transfer of Economic Rights pursuant to Section 8.4 will not include any right to participate in management of the Company, including any right to vote, consent to, and will not include any right to information on the Company or its operations or financial condition.Following any transfer of only the Economic Rights of a Member's Interest in the Company,the transferring Member's power and right to vote or consent to any matter submitted to the Members will be eliminated, and the Ownership Interests of the remaining Members, for purposes only of such votes, consents, and participation in Confidential Page 8 VIDORRA GRAPEVINE LLC management, will be proportionately increased until such time, if any, as the transferee of the Economic Rights becomes a fully substituted Member. 8.5 Death Buy Out.Notwithstanding the foregoing provision of Section 8, the Members covenant and agree that on the death of any Member,the Company, at its option,by providing written notice to the estate of the deceased Member within 180 days of the death of the Member, may purchase, acquire, and redeem the Interest of the deceased Member in the Company pursuant to the provision of Section 8.5. 8.5.1 The value of each Member's Interest in the Company will be determined on the date this Agreement is signed, and the value will be endorsed on Schedule 3 attached and made a part of this Agreement. The value of each Member's Interest will be redetermined unanimously by the Members annually, unless the Members unanimously decide to redetermine those values more frequently. The Members will use their best efforts to endorse those values on Schedule 3. The purchase price for a decedent Member's interest conclusively is the value last determined before the death of such Member;provided,however, that if the latest valuation is more than two years before the death of the deceased Member,the provisions of Section 8.5.2 will apply in determining the value of the Member's Interest in the Company. 8.5.2 If the Members have failed to value the deceased Member's Interest within the prior two-year period,the value of each Member's Interest in the Company on the date of death, in the first instance,will be determined by mutual agreement of the surviving Members and the personal representative of the estate of the deceased Member. If the parties cannot reach an agreement on the value within 30 days after the appointment of the personal representative of the deceased Member,then the surviving Members and the personal representative each must select a qualified appraiser within the next succeeding 30 days. The appraisers so selected must attempt to determine the value of the Company Interest owned by the decedent at the time of death based solely on their appraisal of the total value of the Company's assets and the amount the decedent would have received had the assets of the Company been sold at that time for an amount equal to their fair market value and the proceeds(after payment of all Company obligations) were distributed in the manner contemplated in Section 8. The appraisal may not consider and discount for the sale of a minority Interest in the Company. In the event the appraisers cannot agree on the value within 30 days after being selected, the two appraisers must,within 30 days, select a third appraiser. The value of the Interest of the decedent in the Company and the purchase price of it will be the Confidential Page 9 VIDORRA GRAPEVINE LLC average of the two appraisals nearest in amount to one another. That amount will be final and binding on all parties and their respective successors, assigns, and representatives. The costs and expenses of the third appraiser and any costs and expenses of the appraiser retained but not paid for by the estate of the deceased Member will be offset against the purchase price paid for the deceased Member's Interest in the Company. 8.5.3 Closing of the sale of the deceased Member's Interest in the Company will be held at the office of the Company on a date designated by the Company, not be later than 90 days after agreement with the personal representative of the deceased Member's estate on the fair market value of the deceased Member's Interest in the Company;provided, however,that if the purchase price are determined by appraisals as set forth in Section 8.5.2,the closing will be 30 days after the final appraisal and purchase price are determined. If no personal representative has been appointed within 60 days after the deceased Member's death, the surviving Members have the right to apply for and have a personal representative appointed. 8.5.4 At closing,the Company will pay the purchase price for the deceased Member's Interest in the Company. If the purchase price is less than $1,000.00, the purchase price will be paid in cash; if the purchase price is $1,000.00 or more, the purchase price will be paid as follows: (1) $1,000.00 in cash, bank cashier's check, or certified funds; (2) The balance of the purchase price by the Company executing and delivering its promissory note for the balance,with interest at the prime interest rate stated by primary banking institution utilized by the Company, its successors and assigns, at the time of the deceased Member's death. Interest will be payable monthly,with the principal sum being due and payable in three equal annual installments. The promissory note will be unsecured and will contain provisions that the principal sum may be paid in whole or in part at any time,without penalty. 8.5.5 At the closing,the deceased Member's estate or personal representative must assign to the Company all of the deceased Member's Interest in the Company free and clear of Confidential Page 10 VIDORRA GRAPEVINE LLC all liens, claims, and encumbrances, and,at the request of the Company, the estate or personal representative must execute all other instruments as may reasonably be necessary to vest in the Company all of the deceased Member's right,title, and interest in the Company and its assets. If either the Company or the deceased Member's estate or personal representative fails or refuses to execute any instrument required by this Agreement,the other party is hereby granted the irrevocable power of attorney which,it is agreed, is coupled with an interest,to execute and deliver on behalf of the failing or refusing party all instruments required to be executed and delivered by the failing or refusing parry. 8.5.6 On completion of the purchase of the deceased Member's Interest in the Company, the Ownership Interests of the remaining Members will increase proportionately to their then-existing Ownership Interests. SECTION 9 DISSOLUTION AND WINDING UP OF THE COMPANY 9.1 Dissolution. The Company will be dissolved on the happening of any of the following events: 9.1.1 Sale,transfer, or other disposition of all or substantially all of the property of the Company; 9.1.2 The agreement of all of the Members; Confidential Page 11 VIDORRA GRAPEVINE LLC 9.1.3 By operation of law; or 9.1.4 The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members,within 120 days after the date of the event, elect to continue the business of the Company. 9.2 Winding Up. On the dissolution of the Company (if the Company is not continued), the Members must take full account of the Company's assets and liabilities, and the assets will be liquidated as promptly as is consistent with obtaining their fair value, and the proceeds,to the extent sufficient to pay the Company's obligations with respect to the liquidation,will be applied and distributed, after any gain or loss realized in connection with the liquidation has been allocated in accordance with Section 3 of this Agreement, and the Members' Capital Accounts have been adjusted to reflect the allocation and all other transactions through the date of the distribution, in the following order: 9.2.1 To payment and discharge of the expenses of liquidation and of all the Company's debts and liabilities to persons or organizations other than Members; 9.2.2 To the payment and discharge of any Company debts and liabilities owed to Members; and 9.2.3 To Members in the amount of their respective adjusted Capital Account balances on the date of distribution;provided, however,that any then-outstanding Default Advances (with interest and costs of collection) first must be repaid from distributions otherwise allocable to the Defaulting Member pursuant to Section 9.2.3. SECTION 10 Confidential Page 12 VIDORRA GRAPEVINE LLC GENERAL PROVISIONS 10.1 Amendments. Amendments to this Agreement may be proposed by any Member.A proposed amendment will be adopted and become effective as an amendment only on the written approval of all of the Members. 10.2 Governing Law. This Agreement and the rights and obligations of the parties under it are governed by and interpreted in accordance with the laws of the State of Texas (without regard to principles of conflicts of law). 10.3 Entire Agreement;Modification. This Agreement constitutes the entire understanding and agreement between the Members with respect to the subject matter of this Agreement.No agreements, understandings, restrictions,representations, or warranties exist between or among the members other than those in this Agreement or referred to or provided for in this Agreement.No modification or amendment of any provision of this Agreement will be binding on any Member unless in writing and signed by all the Members. 10.4 Attorney Fees. In the event of any suit or action to enforce or interpret any provision of this Agreement(or that is based on this Agreement),the prevailing parry is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals. The determination of who is the prevailing parry and the amount of reasonable attorney fees to be paid to the prevailing parry will be decided by the court or courts, including any appellate courts, in which the matter is tried, heard, or decided. 10.5 Further Effect. The parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this Agreement, as long as the terms and provisions of the other documents are fully consistent with the terms of this Agreement. 10.6 Severability. If any term or provision of this Agreement is held to be void or unenforceable,that term or provision will be severed from this Agreement,the balance of the Agreement will survive,and the balance of this Agreement will be reasonably Confidential Page 13 VIDORRA GRAPEVINE LLC construed to carry out the intent of the parties as evidenced by the terms of this Agreement. 10.7 Captions. The captions used in this Agreement are for the convenience of the parties only and will not be interpreted to enlarge, contract, or alter the terms and provisions of this Agreement. 10.8 Notices. All notices required to be given by this Agreement will be in writing and will be effective when actually delivered or, if mailed,when deposited as certified mail, postage prepaid, directed to the addresses first shown above for each Member or to such other address as a Member may specify by notice given in conformance with these provisions to the other Members. IN WITNESS WHEREOF,the parties to this Agreement execute this Operating Agreement as of the date and year first above written. MEMBERS: IMRAN SHEIKH Printed/Typed Name Signature ASIM GHAFAR Printed/Typed Name Signature JAMES FALLER Printed/Typed Name Signature Confidential Page 14 VIDORRA GRAPEVINE LLC Listing of Members- Schedule 1 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR VIDORRA GRAPEVINE LLC LISTING OF MEMBERS As of 01/19/2024,the following is a list of Members of the Company: NAME: ADDRESS: IMRAN SHEIKH 4000 ELM DALLAS TX 75226 ASIM GHAFAR 4000 ELM DALLAS TX 75226 JAMES FALLER 4000 ELM DALLAS TX 75226 Confidential Page 15 VIDORRA GRAPEVINE LLC Listing of Capital Contributions - Schedule 2 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR VIDORRA GRAPEVINE LLC CAPITAL CONTRIBUTIONS Pursuant to ARTICLE 2,the Members' initial contribution to the Company capital is stated to be $1,000. The description and each individual portion of this initial contribution is as follows: NAME: CONTRIBUTION: %OWNERSHIP: IMRAN SHEIKH $334.00 33.34% ASIM GHAFAR $333.00 33.33% JAMES FALLER $333.00 33.33% SIGNED AND AGREED this 01/19/2024. IMRAN SHEIKH Printed/Typed Name Signature SIGNED AND AGREED this 01/19/2024. ASIM GHAFAR Printed/Typed Name Signature SIGNED AND AGREED this 01/19/2024. JAMES FALLER_ Confidential Page 16 VIDORRA GRAPEVINE LLC Printed/Typed Name Signature Confidential Page 17 CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS PLATTING VERIFICATION: To be filled out by the Public Works & Engineering Department at time of submittal ❑ It has been determined that the property described below does require platting or replatting and the applicant has been instructed on this procedure. ❑ It has been determined that the property described below is currently platted or does not require platting or replatting at this time. Address of subject property D V cS ` W01 Legal description of subject property 1� Public Works Department Date 5 Planning Services Department 200 S. Main Street• Grapevine,TX 76051 • 817.410.3155 • Updated June 21,2024 ORDINANCE NO. 2024-082 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS ISSUING CONDITIONAL USE PERMIT CU24-34 TO AMEND THE PREVIOUSLY APPROVED SITE PLAN CU22-22 (ORD. 2022-039) FOR A PLANNED COMMERCIAL CENTER TO ALLOW THE POSSESSION, STORAGE, RETAIL SALES OF ON- AND OFF- PREMISE CONSUMPTION OF ALCOHOLIC BEVERAGES (BEER, WINE, AND MIXED BEVERAGES), OUTDOOR DINING, OUTDOOR SPEAKERS AND A 38-FOOT POLE SIGN IN CONJUNCTION WITH A RESTAURANT. THIS REQUEST IS SPECIFICALLY TO MODIFY THE EXISTING FLOOR PLAN TO RELOCATE ALCOHOL STORAGE AND REVISE EXTERIOR BUILDING ELEVATIONS FOR BLOCK 1, LOT 5RB1, HAYLEY ADDITION (700 WEST STATE HIGHWAY 114) IN A DISTRICT ZONED "HC", HIGHWAY COMMERCIAL DISTRICT ALL IN ACCORDANCE WITH A SITE PLAN APPROVED PURSUANT TO SECTION 47 OF ORDINANCE NO. 82-73 AND ALL OTHER CONDITIONS, RESTRICTIONS AND SAFEGUARDS IMPOSED HEREIN; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; PROVIDING A CLAUSE RELATING TO SEVERABILITY; DETERMINING THAT THE PUBLIC INTERESTS, MORALS AND GENERAL WELFARE DEMAND THE ISSUANCE OF THIS CONDITIONAL USE PERMIT; PROVIDING A PENALTY NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00); DECLARING AN EMERGENCY AND PROVIDING AN EFFECTIVE DATE WHEREAS, an application was made requesting issuance of a conditional use permit by making applications for same with the Planning and Zoning Commission of the City of Grapevine, Texas, as required by State statutes and the zoning ordinance of the City of Grapevine, Texas, and all the legal requirements, conditions and prerequisites having been complied with, the case having come before the City Council of the City of Grapevine, Texas, after all legal notices requirements, conditions and prerequisites having been complied with; and WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether this requested conditional use permit should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the site; safety from fire hazards and measures for fire control; protection of adjacent property from flood or water damages, noise producing elements, and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood; location, lighting, and types of signs and relation of signs to traffic control and adjacent property; street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off-street parking facilities; location of ingress and egress points for parking and off-street locating spaces, and protection of public health by surfacing on all parking areas to control dust; effect on the promotion of health and the general welfare; effect on light and air; the effect on the overcrowding of the land; the effect on the concentration of population; the effect on the transportation, water, sewerage, schools, parks and other facilities; and WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing called by the City Council of the City of Grapevine, Texas, did consider the following factors in making a determination as to whether this requested conditional use permit should be granted or denied; effect on the congestion of the streets, the fire hazards, panics and other dangers possibly present in the securing of safety from same, the effect on the promotion of health and the general welfare, effect on adequate light and air, the effect on the overcrowding of the land, the effect on the concentration of population, the effect on the transportation, water, sewerage, schools, parks and other public facilities; and WHEREAS, all of the requirements of Section 48 of Ordinance No. 82-73 have been satisfied by the submission of evidence at a public hearing; and WHEREAS, the City Council further considered among other things the character of the existing zoning district and its peculiar suitability for particular uses and with the view to conserve the value of buildings and encourage the most appropriate use of land throughout this City; and WHEREAS, the City Council of the City of Grapevine, Texas, does find that there is a public necessity for the granting of this conditional use permit, that the public demands it, that the public interest clearly requires the amendment, that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and WHEREAS, the City Council of the City of Grapevine, Texas, does find that the conditional use permit lessens the congestion in the streets, helps secure safety from fire, panic and other dangers, prevents the overcrowding of land, avoids undue concentration of population, facilitates the adequate provisions of transportation, water, sewerage, schools, parks and other public requirements; and WHEREAS, the City Council of the City of Grapevine, Texas, has determined that there is a necessity and need for this conditional use permit and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the property requested for a change since this property was originally classified and, therefore, feels that the issuance of this conditional use permit for the particular piece of property is needed, is called for, and is in the best interest of the public Ordinance No. 2024-082 2 CU24-34 at large, the citizens of the City of Grapevine, Texas, and helps promote the general health, safety and welfare of this community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1 . That the City does hereby issue a conditional use permit in accordance with Section 48 of Ordinance No. 82-73, the Comprehensive Zoning Ordinance of the City of Grapevine, Texas, same being also known as Appendix"D"of the City Code, by granting Conditional Use Permit CU24-34 to amend the previously approved site plan CU22-22 (Ord. 2022-039) for a planned commercial center to allow the possession, storage, retail sales of on- and off- premise consumption of alcoholic beverages (beer, wine, and mixed beverages), outdoor dining, outdoor speakers and a 38-foot pole sign in conjunction with a restaurant. This request is specifically to modify the existing floor plan to relocate alcohol storage and revise exterior building elevations in a district zoned "HC", Highway Commercial District within the following described property: Block 1, Lot 5RB1 , Hayley Addition, (700 West State Highway 114) all in accordance with a site plan approved pursuant to Section 47 of Ordinance No. 82-73, attached hereto and made a part hereof as Exhibit"A", and all other conditions, restrictions, and safeguards imposed herein, including but not limited to the following: None. Section 2. That the City Manager is hereby directed to amend the official zoning map of the City of Grapevine, Texas, to reflect the herein conditional use permit. Section 3. That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said City of Grapevine zoning ordinance and all other applicable and pertinent ordinances of the City of Grapevine, Texas. Section 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting health, safety, morals and the general welfare of the community. They have been designed with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets; to secure safely from fire, panic, flood and other dangers; provide adequate light and air; to prevent overcrowding of land, to avoid undue concentration of population; facilitate the adequate provisions of transportation, water, sewerage, drainage and surface water, parks and other public requirements, and to make adequate provisions for the normal business, commercial needs and development of the community. They have been made with reasonable consideration, among other things, of the character of the district, and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. Section 5. That this ordinance shall be cumulative of all other ordinances of the City of Grapevine, Texas, affecting zoning and shall not repeal any of the provisions of said Ordinance No. 2024-082 3 CU24-34 ordinances except in those instances where provisions of those ordinances which are in direct conflict with the provisions of this ordinance. Section 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of the tract or tracts of land described herein. Section 7. That any person violating any of the provisions of this ordinance shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in a sum not to exceed Two Thousand Dollars ($2,000.00) and a separate offense shall be deemed committed upon each day during or on which a violation occurs or continues. Section 8. That this ordinance shall become effective from and after the date of its final passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 17th day of September 2024. APPROVED: William D. Tate Mayor ATTEST: Tara Brooks City Secretary APPROVED AS TO FORM: Matthew C.G. Boyle City Attorney Ordinance No. 2024-082 4 CU24-34