Complete Agenda Packet - 07/30/2020 - Joint SessionI (:*: �
TOWN OF
TROPHY
CLUB
Thursday, July 30, 2020
Town of Trophy Club
Meeting Agenda
Town Council
6:30 PM
ZOOM Videoconference
JOINT SESSION OF THE TROPHY CLUB TOWN COUNCIL WITH
THE TROPHY CLUB MUNICIPAL UTILITY DISTRICT
BOARD OF DIRECTORS
CALL TO ORDER AND ANNOUNCE A QUORUM
A quorum of the Joint Session of the Town Council with the Trophy Club Municipal Utility
District Board of Directors will be present through ZOOM Videoconference on Thursday,
July 30, 2020 at 6:30 p.m.
JOINT SESSION
1. 2020-172-T Take appropriate action regarding the Fire Protection Services Fiscal Year 2021 Budget
(S. Norwood).
2. 2020-204-T Take appropriate action regarding the Interlocal Agreement/Commercial Lease for Real
Property Annex & Parks Maintenance Building from the Municipal Utility District (S.
Norwood).
Attachments: Staff Report - ILA for real property.pdf
072020 Redline Aqt Real Property Matters.pdf
072020 Redline Lease.pdf
2020-0720 Revised ILA Real Property Matters.pdf
ADJOURN
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, July 24, 2020 by 5:00 p.m. in
accordance with Chapter 551, Texas Government Code.
Leticia Vacek, TRMC/CMC/MMC
If you have a disability that requires special needs, please contact the Town
Secretary's Office at 682-237-2903 or 682-237-2905, 48 hours in advance, and
reasonable accommodations will be made to assist you.
Town Council Meeting Page 1 of 56 July 30, 2020
Town Council Meeting Agenda July 30, 2020
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Town of Trophy Club
Legislation Details (With Text)
File #: 2020-172-T Version: 1 Name:
Type: Agenda Item Status: Draft
File created: 6/10/2020 In control: Town Council
On agenda: 7/27/2020 Final action:
Title: Take appropriate action regarding the Fire Protection Services Fiscal Year 2021 Budget (S. Norwood).
Attachments:
Date Ver. Action By Action Result
Take appropriate action regarding the Fire Protection Services Fiscal Year 2021 Budget (S. Norwood).
Town Council Meeting Page 3 of 56 July 30, 2020
Town of Trophy Club
Legislation Details (With Text)
File #: 2020-204-T Version: 1 Name:
Type: Agenda Item Status: Draft
File created: 7/6/2020 In control: Town Council
On agenda: 7/28/2020 Final action:
Title: Take appropriate action regarding the Interlocal Agreement/Commercial Lease for Real Property
Annex & Parks Maintenance Building from the Municipal Utility District (S. Norwood).
Attachments: Staff Report - ILA for real property.pdf
072020 Redline Aqt Real Property Matters.pdf
072020 Redline Lease.pdf
2020-0720 Revised ILA Real Property Matters.pdf
Date Ver. Action By Action Result
Take appropriate action regarding the Interlocal Agreement/Commercial Lease for Real Property Annex & Parks
Maintenance Building from the Municipal Utility District (S. Norwood).
Town Council Meeting Page 4 of 56 July 30, 2020
TTOWN OF
c::*:!TR0PHY CLUB
I Trophy Wood Drive, Trophy Club, TX 76262 1 682.237.2900 1 info@trophyclub.org I trophyclub.org
To: Mayor and Town Council
From: Steve Norwood, Town Manager
CC: Leticia Vacek, Town Secretary
Re: ILA for Lease of Real Property Annex & Parks Maintenance Building
July 28, 2020
Agenda Item:
Take appropriate action regarding the Interlocal Agreement/Commercial Lease for Real
Property Annex & Parks Maintenance Building from the Municipal Utility District (S.
Norwood).
Strategic Link:
This item relates primarily to the following strategic priorities and goals of the Town's strategy
map.
Administrative and Financial Services — Exercise fiscal discipline in all Town operations
Background and Explanation:
At our February 1, 2020 Council Goals Retreat, one of the top items that was agreed upon was the
exchange of properties between the Town and the MUD. The MUD has a desire to use the Annex
Building adjacent to their offices and the Town has a desire to use the Parks Maintenance Building,
adjacent to the wastewater plant and country club maintenance barn. Since February there have been
several meetings to discuss the details of the property swap with a two member committee from both
the Town and the MUD. The Town was represented by Mayor Sanders and Mayor Pro Tern
Shoffner. The MUD was represented by Board Chairman Greg Wilson and Bill Rose. After several
months of negotiations and meetings the agreement is now ready to be considered by the Town
Council. This past Monday evening, the MUD approved the agreement with some minor changes. We
also have this ILA posted for our joint meeting on Thursday, July 301h with the MUD to consider the Fire
Department budget, just in case some issues come up next Tuesday, and we need further discussion
with the MUD Board.
Some of the highlights of the agreement are:
• No monies exchange between the Town and MUD. It's a 99 year lease.
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• The Town will continue paying the annual debt on the annex building.... approximately $34,000
thru 2024. The annex building is on MUD property.
• An access road, not to exceed 30' in width will run north and south between the Parks building
and the Country Club maintenance building in order to gain access to MUD property just to the
north, which is heavily treed. It is unlikely that this road will ever be constructed, but is part of
the agreement. The MUD would pay 100% of the costs of this access road.
• The improvement of the extension of Junction Way would go to the rear of the wastewater
plant. Currently the road is unimproved, except for a small portion up to the TC Country Club
building. This is a priority for the Town and MUD. Costs would be equally shared among the
different entities
• The Town would have 100% use of the Parks maintenance building along with currently vacant
property to the north, and up to the recently acquired treed property to the north.
Two items where less than total agreement were shared:
Waiving of tree mitigation fees were agreed upon provided that the Town continues usage of
the Parks Maintenance building...... if it's terminated then the waiver would expire. There was
discussion on whether this should go with the agreement, or the ownership of the property.
The treed property to the north would be zoned Governmental Use (GU), there was some
disagreement with the MUD regarding the Town rezoning their property without the MUD's
consent.
Financial Considerations:
The ILA does not call for the exchange of any money for the execution of the agreement.
Legal Review:
Town Attorney David Dodd has reviewed the agreement and finds no need for further
amendment.
Board/Commission/ or Committee Recommendation:
Not applicable
Staff Recommendation:
Staff recommends approval of the ILA with the Trophy Club Municipal Utility District #1 for
Lease of Real Property Annex & Parks and Maintenance Building.
Attachments:
• Redline Agreement Real Property Matters.pdf
• Redline Lease.pdf
• 2020-0720 Revised ILA Real Property Matters.pdf
Town Council Approval:
Mayor C. Nick Sanders or designee
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STATE OF TEXAS
COUNTIES OF TARRANT
AND DENTON
This Agreement Regarding Real Property Matters ("Agreemen ") is made and entered into as
of the date set forth on the signature page below (the "g ective Date") by and between Trophy Club
Municipal Utility District No. 1, a conservation and reclamation district of the State of Texas created and
operating under Chapters 49 and 54 of the Texas Water Code (the "District") and Town of Trophy Club,
Texas, a Texas home rule municipality (the "Town"). The District and the Town are individually referred
to herein as a "Par " and collectively referred to herein as the "Parties."
RECITALS
1. WHEREAS, the District and Town have previously entered certain leases and agreements
relating to the lease, occupancy and use of real property;
2. WHEREAS, the needs and priorities of the Parties have changed since such agreements
were entered into, and the Parties desire to terminate such agreements and enter into new agreements to
reflect their current needs and priorities;
3. WHEREAS, Section 49.225 of the Texas Water Code authorizes a water district to lease
any of its property, real or personal, to any person under terms and provisions that the board determines to
be advantageous to the district;
4. WHEREAS, Section 49.226(b) of the Texas Water Code authorizes property owned by a
water district to be released, exchanged or transferred to a municipality upon terms and conditions deemed
necessary or advantageous to the district; and
5. WHEREAS, pursuant to the foregoing statutory authority, the Parties desire to enter into
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set
forth, the sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement, the following
terms and phrases used in this Agreement have the meanings set out below:
(a) Agreement" means this Agreement Regarding Real Property Matters and all exhibits
hereto.
(b) "Annex Building" means the building constructed by the Town on the District Tract is
identified on Exhibit "A".
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(c) "Annex Building Debt" means debt of any kind issued or incurred by the Town to fund
construction of, or otherwise related to, the Annex Building, including without limitation,
any bonds, notes, certificates of obligation or other evidence of indebtedness.
(d) "District Access Corridor" means the 30-foot wide area of the Wastewater Facility Tract
on which the District contemplates the construction of roadway improvements to facilitate
access to the rear of the Wastewater Facility Tract, said corridor being identified on Exhibit
«B95
(e) "District Tract" means Lot 2, Block 1, MUNICIPAL UTILITY DISTRICT NO. 1
COMPLEX, an addition to the Town of Trophy Club, Denton County, Texas, by a plat
filed February 12, 2010, and recorded as Instrument Number 2010-22, of the Plat Records
of Denton County, Texas.
(f) "Junction Way Extension" means the public road to be funded by the Parties and
constructed by the Town to improve access to the Maintenance Building and Wastewater
Facility Tract. The location of the Junction Way Extension is identified on Exhibit "D"
and shall be an extension of "Junction Way."
(g) "Maintenance Building" means the existing storage and maintenance building constructed
by the District and located on the Wastewater Facility Tract, as identified on Exhibit "C".
(h) "Maintenance Building Agreement" means that certain "Interlocal Cooperation Agreement
Payment Contribution Agreement" dated October 16, 2006 entered into between the Town
and the District setting forth the terms and conditions pursuant to which the Parties agreed
the Town would be entitled to fifty percent (50%) of the use and occupancy of the
Maintenance Building.
(i) "Maintenance Building Lease Tract" means the real property that is the subject of, and
more particularly described in, the Maintenance Building Lease.
(j) "Maintenance Building Lease" means the Lease Agreement substantially in the form
attached hereto as Exhibit "E" pursuant to which the District shall lease the Maintenance
Building Lease Tract and Maintenance Building to the Town.
(k) "Police Building Lease" means that certain "Lease Agreement" dated September 26, 1995
entered into between the Town and the District setting forth the terms and conditions
pursuant to which the District leased to the Town the Police Building for a period of 99
years for the purposes of police administration and services, court services, jail and
detention, parking and other uses consistent with the foregoing.
(1) "Police Building" means the building that is the subject of the Police Building Lease and
was located on the District Tract.
(m) "Wastewater Facility Tract" means the tract of land owned by the District on which the
District's wastewater treatment plant facility is located, as more particularly identified in
Exhibit "F".
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ARTICLE II.
POLICE BUILDING MATTERS
Section 2.01 Demolition of Police Building. The Parties acknowledge that as of the Effective Date of
this Agreement, the Town has demolished the Police Building and removed all associated waste materials
from the District Tract. The Parties approve such demolition and removal for all purposes.
Section 2,02 Soil Importation. Within sixty (60) days after the Effective Date, the Town shall import
and deposit soil to level the surface of the District Tract in the area where the Police Building was located.
All such soil shall be nonhazardous and shall comply with all applicable regulatory requirements.
Section 2.03 Termination of Police Building Lease. The Police Building Lease is hereby terminated
for all purposes.
ARTICLE III.
ANNEX BUILDING MATTERS
Section 3.01 Release of Claim to Annex Building. The Town hereby releases any claim or interest of
any kind or nature in and to the Annex Building. The Town acknowledges and agrees that the Annex
Building is a permanent improvement to the District Tract and is therefore owned by the District. Upon
receipt of written request by the District, the Town agrees to promptly execute any instrument requested by
the District to evidence its release of any ownership or claim in and to the Annex Building.
Section 3.02 Annex Building Debt. The Town shall remain responsible for the Annex Building Debt,
if any, and nothing herein shall be construed to transfer responsibility for payment of any Annex Building
Debt from the Town to the District.
Section 3.03 Removal of Property from Annex Building. The Town shall remove its personal
property from the Annex Building within sixty (60) days after the Effective Date of this Agreement.
ARTICLE IV.
MAINTENANCE BUILDING AND WASTEWATER FACILITY TRACT MATTERS
Section 4.01 Termination of Maintenance Building Agreement. The Maintenance Building
Agreement is hereby terminated.
Section 4.02 Maintenance Building Lease. Simultaneously with the execution of this Agreement, the
Parties shall execute the Maintenance Building Lease substantially in the form attached hereto.
Section 4,03 Design of Junction Way Extension. Promptly after execution of this Agreement by the
Parties, the Town will authorize its engineering consultants to prepare the plans and specifications for the
Junction Way Extension. The road improvements shall be prepared in accordance with all applicable local,
state and federal regulatory requirements for a public road.
Section 4.04 Construction of Junction Way Extension. The Town shall design and complete
construction of the Junction Way Extension within twelve (12) months after the Effective Date.
Section 4.05 Ownership, Operation and Maintenance of Road. Upon final completion of
construction, the Junction Way Extension, the Town shall be responsible for ownership, operation,
maintenance and repair of the Junction Way Extension.
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Section 4.06 District Use and Access. The District, together with its employees, representatives, agents
and contractors shall have full and complete use of the Junction Way Extension at all times.
Section 4.07 Cost of Design. The Town will advance and pay the cost of the design and construction
of the Junction Way Extension, subject to its right to reimbursement from the District in accordance with
the terms of this Agreement.
Section 4.08 Reimbursement of Junction Way Extension Costs. Upon final completion of
construction of the Junction Way Extension, the Town will prepare and send to the District an invoice
identifying the total out-of-pocket costs incurred by the Town for design and construction of the Junction
Way Extension. The invoice shall include copies of all pay applications and invoices for which payment
was made by the Town to third parties for design and construction of the Junction Way Extension and for
which reimbursement is sought from the District. The District shall be responsible for payment of one-half
of the total out-of-pocket costs funded by the Town for design and construction of the Junction Way
Extension, less any funding or reimbursement received by the Town from Trophy Club Country Club or
other third party (such that the total net cost to the Town and the District shall be equal). The District shall
provide reimbursement for its share of costs within thirty (30) days after receipt of the complete invoice for
payment and supporting detail.
Section 4.09 District Access Corridor. The Town agrees to fully cooperate with the District to
facilitate the dedication of right-of-way by the District and construction of a public road within the District
Access Corridor. The District shall be responsible for all costs and expenses related to design and
construction of any road within the District Access Corridor. The timing for construction of the road shall
be within the sole and absolute discretion of the District. The Town shall fully cooperate with, and shall
grant, all approvals sought by the District for construction of the roadway. The Town specifically agrees
that the final roadway width shall not exceed thirty (30) feet in width. The Parties hereby agree that in the
event the Maintenance Building Lease includes any portion of the District Access Corridor, such lease shall
automatically be revised to exclude the District Access Corridor at such time as the District proceeds with
construction of the road.
Section 4.10 Tree Mitigation. The Town releases the District and its contractors, agents and
representatives of any and all tree mitigation requirements and tree removal restrictions otherwise
applicable to the Wastewater Facility Tract (including tree replacement and payment obligations of any
kind). The provisions of this Section 4.10 shall continue for so long as the District retains ownership of the
Wastewater Facility Tract and shall survive expiration or termination of this Agreement.
Section 4.11 Maintenance Building Insurance. The District will be responsible for all insuring the
Maintenance Building and all authorized improvements constructed thereon.
Section 4,12 Maintenance Building Improvements and Repairs. As more fully set forth in the
Maintenance Building Lease, the Town shall not modify or improve the Maintenance Building or
Maintenance Building Lease Tract without the prior written consent of the District. Any improvements to
the Maintenance Building or Maintenance Building Lease Tract constructed by the Town that are approved
by the District shall be owned by the District for all purposes. The Town will be responsible for
maintenance of the Maintenance Building and Maintenance Building Lease Tract and shall maintain such
properties in a state of good repair. Without limitation, the Town shall maintain in proper condition the air
conditioning and heating systems, wiring, lighting and landscaping. The Town shall not undertake any
improvements on, or modifications to, the Maintenance Building Lease Tract that would impair the
District's ability to construct a public roadway within the District Access Corridor.
Section 4,13 Zoning Matters. In the event the Town changes the zoning of the Wastewater Facility
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Tract without the consent of the District, then this Agreement and the Maintenance Building Lease shall
terminate for all purposes.
ARTICLE V.
NOTICES
Section 5.01 Notice. With respect to any notices, submissions or any other communication required
hereunder (in any case, a "Notice"), to either Party, such Notice shall be delivered in one of the following
ways: (i) by hand delivery, marked for same day delivery, to the address of the recipient party specified
below; (ii) by deposit of the Notice, marked for next day delivery, with Federal Express, Airborne or other
overnight courier acceptable to the recipient party, to the address of the recipient party specified below; (iii)
by deposit of the Notice, sent certified mail, return receipt requested, in an official depository for the United
States Mail, to the address of the recipient party specified below or (iv) by telecopy transmission sent to the
facsimile number listed below, receipt of which is verified electronically or otherwise.
Notices properly sent by telecopy are deemed delivered upon verified receipt. Hand -delivered Notices shall
be deemed delivered when received at the specified address. Notices sent by overnight courier shall be
deemed delivered the day following deposit with such overnight courier (when deposited in time for next
day delivery), unless actual receipt is required by the terms of this Agreement. Notices sent by the United
States certified mail, return receipt requested, shall be deemed delivered two (2) days following such
deposit, unless actual receipt is required by the terms of this Agreement. Notices shall be sent to the party
to whom intended to be given at the address or number set forth below, with a copy of such Notice given
to such party's attorney at the address or number set forth below:
If to District:
Trophy Club Municipal Utility District No. 1
100 Municipal Drive
Trophy Club, Texas 76262
If to Town:
Town of Trophy Club
1 Trophy Wood Drive
Trophy Club, TX 76262-9700
Each of the above -listed addressees may change its address and number for notice purposes, or change
notice addresses to their respective successors and assigns, by delivering to the other addressees a written
notice of change of address and number, in a manner specified in this paragraph for delivery of Notices.
However, no such change of address or number shall be effective against another addressee until written
notice of such change is actually received by such addressee.
ARTICLE VI.
DEFAULT AND REMEDIES
Section 6.01 Notice and Opportunity to Cure. If either Party (referred to herein as the "Default
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Par ") fails to comply with its obligations under this Agreement or is otherwise in breach or default under
this Agreement (collectively, a "Default') then the other Party (referred to herein as the "Non -Defaulting
Bar ") may not invoke any rights or remedies with respect to the Default until and unless: (i) the Non -
Defaulting Party delivers to the Defaulting Party a written notice (the "Default Notice") which specifies all
of the particulars of the Default and specifies the actions necessary to cure the Default; and (ii) the
Defaulting Party fails to cure, within ten (10) days after the Defaulting Party's receipt of the Default Notice,
any matters specified in the Default Notice which may be cured solely by the payment of money or the
Defaulting Party fails to commence the cure of any matters specified in the Default Notice which cannot be
cured solely by the payment of money within a reasonable period of time after the Defaulting Party's receipt
of the Default Notice or fails to thereafter pursue curative action with reasonable diligence to completion.
Section 6.02 Remedies. If the Defaulting Party fails or refuses to timely comply with any of its
respective obligations hereunder, the Non -Defaulting Party will have the option, after providing the Default
Notice and opportunity to cure, to enforce this Agreement by any remedy at law or in equity to which it
may be entitled; or to terminate this Agreement.
Section 6.03 Cross Default. Any default under this Agreement that is not timely cured after the Default
Notice shall constitute a default under the Maintenance Building Lease and in addition to any other remedies
available at law or in equity, the Non -Defaulting Party may terminate the Maintenance Building Lease.
ARTICLE VII.
GENERAL PROVISIONS
Section 7.01 Attorneys' Fees. If any Party initiates legal proceedings to seek adjudication of an alleged
Default under or breach of this Agreement, the prevailing Party will be entitled to recover reasonable and
necessary attorneys' fees from the non -prevailing Party.
Section 7.02 Term. The term of this Agreement begins on the Effective Date and, unless earlier
terminated, will continue until the expiration of the Maintenance Building Lease.
Section 7.03 Assignment. This Agreement may not be assigned without the prior written consent of
the other Party, and any assignment without such consent shall be void.
Section 7.04 Headings. Article and section headings used in this Agreement are for reference and
identification only and are not intended to in any way limit or amplify the terms and provisions of this
Agreement. The words "herein," "hereunder," "hereto," "hereof," or "herewith" as used in this Agreement
shall refer to this entire Agreement and not just to the sentence, paragraph or section in which such word is
used.
Section 7.05 Entire Agreement. This Agreement, together with the exhibits, contains the entire
agreement of the Parties with respect to the subject matter hereof, and may not be varied, amended, or
superseded except by written agreement between the Parties hereto.
Section 7.06 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid, or
unenforceable under present or future laws effective during the terms of this Agreement, the legality,
validity, and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and
in lieu of each such illegal, invalid or unenforceable provision there shall be added automatically as a part
of this Agreement a provision as close in meaning to such illegal, invalid or unenforceable provision as
may be possible and be legal, valid, and enforceable.
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Section 7.07 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.
Section 7.08 Counterpart Execution. This Agreement may be executed in multiple counterparts,
including, without limitation, facsimile counterparts, each of which shall constitute an original, and all of
which, taken together shall constitute one and the same agreement.
Section 7.09 Day, Business Day. Any reference to "day" or "days" in this Agreement shall, unless the
context clearly requires otherwise, mean calendar days. Any reference to "business days" shall mean
calendar days excluding Saturdays, Sundays and federally -recognized holidays.
[The remainder of this page intentionally left blank.-
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed in
multiple counterparts, each of which shall constitute an original effective as of the last date of execution
below ("Effective Date").
District Secretary
DISTRICT:
Trophy Club Municipal Utility District No. 1
By:
Name:
Title:
Date:
Town of Trophy Club, Texas
By:
Name:
Title:
Date:
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Exhibit "A"
Aerial Depicting Annex Building
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Exhibit "B"
Drawing Depicting District Access Corridor
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Exhibit "C"
Aerial Identifying Maintenance Building
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Exhibit "D"
Map Identifying Location of Junction Way Extension
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Exhibit "E"
Form of Maintenance Building Lease
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Exhibit "F"
Depiction of Wastewater Facility Tract
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COMMERCIAL LEASE
(Maintenance Building)
This Commercial Lease (this "Lease") made and entered into as of the last date of execution below
(the "Effective Date") by and between Trophy Club Municipal Utility District No. 1, a conservation and
reclamation district and political subdivision of the State of Texas created and operating in accordance with
Chapters 49 and 54 of the Texas Water Code, as Landlord ("Landlord"), and Town of Trophy Club, Texas,
a Texas home rule municipality, as Tenant ("Tenant').
1. PREMISES. Landlord hereby leases to Tenant the real property and building more
particularly described on Exhibit "A" attached hereto (the "Premises"). The parties acknowledge that the
Premises may include all or a portion of an area identified as the "District Access Corridor" in that certain
"Agreement Regarding Real Property Matters" executed simultaneously herewith by Landlord and Tenant.
At such time as Landlord elects to proceed with construction of the District Access Corridor, the Premises
shall automatically be revised to exclude the District Access Corridor in its entirety.
2. TERM. The term of this Lease shall commence the first day of the month subsequent to
the Effective Date (the "Commencement Date"), and shall continue thereafter for a term of ninety-nine (99)
years (the "Term") unless terminated prior thereto under the terms and conditions set forth in this Lease.
Rxeept for- a*y tefmination ar-ising atit of a defiffilt in aeeer-da-aee with Seetiefis 19 and 19 below, this Lease
3. RENT. Except as provided below with respect to the first payment, Tenant shall pay
Landlord rent for the Premises equal to $1 per annum for each year that this Lease remains in effect. Tenant
shall pay the first rent payment of $1 to Landlord on or before the first day of the month subsequent to the
Effective Date as rent for the remainder of calendar year 2020, and each subsequent annual rental payment
shall be due and paid by Tenant to Landlord in full on or before January 1 of each subsequent year that this
Lease remains in effect.
4. SECURITY DEPOSIT. Tenant will not pay a security deposit to Landlord under this
Lease.
5. UTILITIES. Tenant will pay for all utility charges applicable to the Premises. Landlord
shall not be liable for any unavailability, stoppage, interruption or failure of any such services or any
damages to persons, property or business resulting therefrom.
6. INSURANCE. Landlord shall maintain insurance for the Premises for the duration of this
Lease. Tenant may, but shall have no obligation to, secure insurance for the Premises or any personal
property located therein.
IMPROVEMENT OR ALTERATION OF PREMISES.
7.1 Tenant may not alter any locks or any security devices on the Premises without Landlord's
prior written consent. If Landlord authorizes the changing, addition, or re -keying of any locks or other
security devices at Tenant's expense, Tenant must immediately delivery the new keys and access devices
to Landlord.
7.2 Tenant may not alter, improve, or add to the Premises without the prior written
authorization of Landlord. Any such alternations, improvements or additions authorized by Landlord
shall be owned by Landlord.
Town Council Meeting Page 21 of 56 July 30, 2020
7.3 Tenant shall undertake no action within the Premises that would impair the ability of
Landlord to construct a public roadway within the "District Access Corridor" as identified in that certain
"Agreement Regarding Real Property Matters" executed simultaneously herewith by Landlord and
Tenant.
REPAIRS AND MAINTENANCE.
8.1 Tenant agrees to maintain in proper condition and make all necessary incidental repairs to
the interior of the Premises, including, but not limited to, air conditioning, lighting, wiring, plumbing
and the interiors of the walls, floors, ceilings, doors, windows, window glass, fittings, fixtures and
furnishings. Tenant is solely responsible for the repair and maintenance of its personal property. Tenant
shall also be responsible for maintaining the real property that constituting the Premises in a state of
condition and repair.
8.2 Tenant has inspected the Premises and accepts it in its present (as -is) condition. Landlord
has made no express or implied warranties as to the condition of the Premises.
USE OF PREMISES BY LANDLORD AND TENANT.
9.1 The Premises may be used by Tenant only for storage of materials and equipment by
Tenant related to Tenant's municipal functions. The Premises may not be used by any third party for
any purposes.
9.2 Tenant may not use or permit any part of the Premises to be used for any activity that is a
nuisance or is offensive, noisy, or dangerous, or that interferes with the use and enjoyment of
neighboring properties including Landlord's access to, use and operation of its wastewater treatment
plant facility. Tenant shall not use, allow or permit any hazardous materials or environmental
contaminants to be in the Premises.
9.3 Until such time as Landlord constructs a new maintenance and storage building, Landlord
and its employees and agents shall have the right to enter, use and occupy any portion of the Premises
located outside of the existing building for the storage of materials, vehicles and equipment.
10. ACCESS AND INSPECTION. Landlord, and its servants and agents shall have the right
to enter the Premises during normal business hours in which a representative of Tenant is present for the
purpose of examining or inspecting the Premises to see that Tenant is complying with all of its obligations
hereunder or making required repairs thereto.
11. MOVE -OUT CONDITION. At the time of termination of this Lease, Tenant will return
all keys and access devices to Landlord, and shall surrender the Premises in the same condition as when
received, except for normal wear and tear. Tenant will leave the Premises in clean condition, free of trash,
debris and personal property. If Tenant leaves any personal property in the Premises after Tenant surrenders
possession of the Premises, Landlord may: (i) require Tenant, at Tenant's expense, to remove the personal
property by providing written notice to Tenant; or (ii) retain such personal property as forfeited property to
Landlord. Any permitted leasehold improvements shall become part of the Building and shall remain upon
and be surrendered with the Premises, unless otherwise provided by this Lease.
12. SECURITY, INDEMNITY AND WAIVER. Tenant acknowledges and agrees that
Landlord will not, and is not required to, provide security for Tenant and Tenant's personal property, or for
Tenant's employees, guests, invitees or representatives that may be present on or within the Premises. To
the extent authorized under applicable laws, Tenant waives any and all claims against Landlord for injury
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Town Council Meeting Page 22 of 56 July 30, 2020
or damage to persons or property arising out of any event, occurrence or condition on or around the
Premises. TO THE MAXIMUM EXTENT AUTHORIZED BY LAW, TENANT AGREES TO DEFEND,
INDEMNIFY, AND HOLD LANDLORD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
AND REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
(COLLECTIVELY, THE "LANDLORD RELEASED PARTIES") HARMLESS FROM AND AGAINST
ANY CLAIMS, COSTS, DAMAGES, LIABILITY, OR OTHER EXPENSES, INCLUDING
REASONABLE ATTORNEYS' FEES, FOR ANY INJURIES OR DAMAGE OCCURRING ON THE
PREMISES TO TENANT, ITS AGENTS, EMPLOYEES, CUSTOMERS, INVITEES, GUESTS,
CONTRACTORS, AND ANY OTHERS WHO ENTER UPON THE PREMISES IN CONNECTION
WITH TENANT'S USE AND OCCUPANCY OF THE PREMISES. TENANT FURTHER AGREES TO
WAIVE ALL CLAIMS AGAINST THE LANDLORD RELEASED PARTIES FOR DAMAGES TO OR
LOSS OF GOODS, WARES, INVENTORY, AND MERCHANDISE IN AND UPON THE PREMISES
AND FOR ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY CLAIMED BY TENANT,
OR TENANT'S AGENTS, REPRESENTATIVES, SERVANTS, EMPLOYEES AND THIRD PERSONS
ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH TENANT'S USE AND
OCCUPANCY OF THE PREMISES.
13. ASSIGNMENT AND SUBLETTING. Tenant, for itself, its successors, legal
representatives and assigns, expressly covenants that Tenant shall not, either voluntarily or by operation of
law, assign, transfer, mortgage or otherwise encumber this Lease or sublet the Premises without the prior
written consent of Landlord.
14. DESTRUCTION OF PREMISES. In case of the total destruction of the Premises by any
cause whatsoever, so as to render the Premises untenable or unfit for Tenant's occupancy, then in any such
event, the lease of the Premises hereunder shall cease and terminate as of the date of such damage or
destruction, unless Tenant chooses to repair all or a portion of such destruction, in which case all rights and
obligations of the Parties shall continue unaffected.
15. RISK OF LOSS. All property placed in the Premises by Tenant, or Tenant's agents,
servants, employees, invitees, licensees and guests, shall be at the sole and only risk of Tenant, and Landlord
shall not be responsible to Tenant, nor Tenant's agents, servants, employees, invitees, licensees and guests
for any damage or loss thereof, or for any fire, theft, burglary or other damages thereof.
16. COMPLIANCE WITH LAWS. Landlord and Tenant shall comply with all laws, orders,
ordinances, regulations and rules of all governmental authorities having jurisdiction with respect to the
occupancy, use or manner of use of the Premises.
17. QUIET ENJOYMENT. Subject to the terms and conditions of this Lease, if Tenant
observes and performs all of the covenants, conditions and provisions on Tenant's part to be observed and
performed under this Lease, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises
for the entire term hereof.
18. DEFAULT.. AND TERMINATION.
18.1 If Landlord fails to comply with this Lease within thirty (30) days after Tenant notifies
Landlord in writing of Landlord's failure to comply, Landlord will be in default and Tenant may seek
any remedy provided by law. If, however, Landlord's non-compliance reasonably requires more than
30 days to cure, Landlord will not be in default if the cure is commenced within the 30-day period and
is diligently pursued.
-3-
Town Council Meeting Page 23 of 56 July 30, 2020
18 2 if -Landlord ~a does not .,et+t lly ro If Tenant fails to correct any re~+ oother- ~ e
when dij default under this Lease after tis due, Tenant w will in default. if Tenant failsto comply with
this lease for any othe o within 30 days after Landlord notifies Tenant of its failure to comply,
Tenant will be in default. In the event of such default that is not cured, Landlord may terminate this
Lease or exercise any of the rights set forth in Section 18.3 below.
18.3 If Tenant is in default, Landlord may after not less than 30 days' prior written notice and
opportunity to cure: (i) re-enter the Premises, without demand or notice, and resume possession by an
action in law or equity or by force or otherwise and without being liable in trespass or for any damages.
Under such circumstances, Landlord may remove all persons and personal property from the Premises
and Premises and such property may be removed and stored at the cost of Tenant. The taking of
possession by Landlord shall not constitute an eviction or terminate this Lease, unless Landlord so elects;
(ii) terminate Tenant's right to occupy the Premises by providing Tenant with at least three (3) days
written notice; and/or (iii) accelerate all rents which are payable during the remainder of this Lease or
any renewal period without notice or demand. If Tenant is in default, Tenant will be liable for:
(i) Any lost rent;
(ii) Repairs to the Premises for use beyond normal wear and tear;
(iii) All Landlord's costs associated with collection of rent;
(iv) Cost of removing Tenant's equipment or fixtures left on the Premises;
(v) Cost to remove any trash, debris, personal property, or materials left by Tenant in
the Premises;
(vi) Cost to replace any unreturned keys or access devices; and
(vii) Any other recovery to which Landlord may be entitled under this Lease or under
the laws of the State of Texas.
18.4 Except for anv termination arisine out of a default by Tenant that is not cured after not less
than 30 day's prior written notice and opportunity to cure; a total destruction of the Premises in
accordance with Section 14; a cross -default under Section 19 below; or as provided in that certain
"Agreement Regarding Real Property Matters" executed by the parties simultaneously herewith, this
Lease may not be terminated except by written agreement of both aarties.
18.5 This Lease may be terminated at any time by Tenant upon sixty (60) days prior written
notice to Landlord; provided, however, that no rent shall be refunded in the event of such termination.
19. CROSS -DEFAULT. Any default by Tenant of that certain "Agreement Regarding Real
Property Matters" executed by the parties simultaneously herewith that is not timely cured in accordance
with the provisions of said agreement shall constitute a default under this Lease for which Landlord may
exercise any remedies set forth herein, including termination of this Lease and repossession of the Premises.
20. HOLDOVER. If Tenant fails to vacate the Premises and Premises at the time this Lease
ends, Tenant will become a tenant -at -will and must vacate the Premises and Premises immediately upon
receipt of demand from Landlord. No holding over by Tenant, with or without the consent of Landlord,
will extend this Lease. Rent for any holdover period will be $1000 per month, as calculated on a daily
basis, and will be immediately due and payable without notice or demand.
WIE
Town Council Meeting Page 24 of 56 July 30, 2020
21. COST OF LITIGATION. In the event of any litigation between the parties hereto
involving this Lease or the respective rights of the parties hereunder, the party who is unsuccessful in such
litigation shall pay to the successful parry reasonable attorney's fees, court costs and expenses of such
litigation incurred by such successful party.
22. NOTICES. All notices, demands, requests or other communications that may be or are
required to be given, served or sent by either party to the other party pursuant to this Lease will be in writing
and will be mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or
transmitted by any recognized over -night courier, or hand delivery addressed as follows:
If to Landlord: Trophy Club Municipal Utility District No. 1
100 Municipal Drive
Trophy Club, Texas 76262
If to Tenant: Town of Trophy Club
1 Trophy Wood Drive
Trophy Club, Texas 76262-9700
Either party may designate by written notice a new address to which any notice, demand, request or
communication may thereafter be given, served or sent. Each notice, demand, request or communication
that is mailed, delivered or transmitted in the manner described above will be deemed sufficiently given,
served, sent and received for all purposes at such time as it is delivered to the addressee with the return
receipt, the delivery receipt, the affidavit of messenger or (with respect to a facsimile transmission) the
answer back being deemed conclusive evidence of such delivery or at such time as delivery is refused by
the addressee upon presentation.
23. ENTIRE AGREEMENT. This Lease and the agreements, instruments and documents
contemplated by this Lease represent the parties' entire agreement with respect to the subject matter of this
Lease and such other agreements, instruments and documents and supersede and replace any prior
agreement or understanding with respect to that subject matter. This Lease may not be amended or
supplemented except pursuant to a written instrument signed by the party against whom such amendment
or supplement is to be enforced. Nothing contained in this Lease will be deemed to create any agency, joint
venture, partnership or similar relationship between the parties to this Lease.
24. COUNTERPARTS. This Lease may be executed in multiple counterparts, each of which
will be deemed to be an original and all of which will be deemed to be a single agreement. This Lease will
be considered fully executed when all parties have executed an identical counterpart, notwithstanding that
all signatures may not appear on the same counterpart.
25. SEVERABILITY. If any of the provisions of this Lease are determined to be invalid or
unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable the remainder
of this Lease, but rather the entire Agreement will be construed as if not containing the particular invalid or
unenforceable provision or provisions, and the rights and obligations of the parties will be construed and
enforced accordingly. The parties acknowledge that if any provision of this Lease is determined to be
invalid or unenforceable, it is their desire and intention that such provision be reformed and construed in
such manner that it will, to the maximum extent practicable, be deemed to be valid and enforceable.
Notwithstanding the foregoing or any other provision of this Lease to the contrary, in the event that Tenant's
obligation to pay rent (as adjusted from time to time under the terms of this Lease) is deemed invalid or
unenforceable, then this Lease shall terminate for all purposes.
-5-
Town Council Meeting Page 25 of 56 July 30, 2020
26. THIRD PARTIES. Except as expressly set forth or referred to in this, nothing in this
Lease is intended or will be construed to confer upon or give to any party other than the parties to this Lease
and their successors and assigns, if any, any rights or remedies under or by reason of this Lease.
27. WAIVER. No failure or delay in exercising any right hereunder will operate as a waiver
thereof, nor will any single or partial exercise thereof preclude any other or further exercise or the exercise
of any other rights.
Town Council Meeting Page 26 of 56 July 30, 2020
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease on the date and
the year first above written.
Secretary
LANDLORD:
TROPHY CLUB MUNIICPAL UTILITY DISTRICT
NO. 1
M.
Name:
Title:
Date:
TENANT:
TOWN OF TROPHY CLUB
By:
Name:
Title:
Date:
-7-
Town Council Meeting Page 27 of 56 July 30, 2020
Exhibit "A"
Description of Premises
Town Council Meeting Page 28 of 56 July 30, 2020
AGREEMENT REGARDING REAL PROPERTY MATTERS
STATE OF TEXAS
COUNTIES OF TARRANT
AND DENTON
This Agreement Regarding Real Property Matters ("Agreement") is made and entered into as
of the date set forth on the signature page below (the "g ective Date") by and between Trophy Club
Municipal Utility District No. 1, a conservation and reclamation district of the State of Texas created and
operating under Chapters 49 and 54 of the Texas Water Code (the "District") and Town of Trophy Club,
Texas, a Texas home rule municipality (the "Town"). The District and the Town are individually referred
to herein as a "Bar " and collectively referred to herein as the "Parties."
RECITALS
1. WHEREAS, the District and Town have previously entered certain leases and agreements
relating to the lease, occupancy and use of real property;
2. WHEREAS, the needs and priorities of the Parties have changed since such agreements
were entered into, and the Parties desire to terminate such agreements and enter into new agreements to
reflect their current needs and priorities;
3. WHEREAS, Section 49.225 of the Texas Water Code authorizes a water district to lease
any of its property, real or personal, to any person under terms and provisions that the board determines to
be advantageous to the district;
4. WHEREAS, Section 49.226(b) of the Texas Water Code authorizes property owned by a
water district to be released, exchanged or transferred to a municipality upon terms and conditions deemed
necessary or advantageous to the district; and
5. WHEREAS, pursuant to the foregoing statutory authority, the Parties desire to enter into
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set
forth, the sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement, the following
terms and phrases used in this Agreement have the meanings set out below:
(a) `Agreement" means this Agreement Regarding Real Property Matters and all exhibits
hereto.
(b) "Annex Building" means the building constructed by the Town on the District Tract is
identified on Exhibit "A".
Town Council Meeting Page a9 of 56 July 30, 2020
(c) "Annex Building Debt" means debt of any kind issued or incurred by the Town to fund
construction of, or otherwise related to, the Annex Building, including without limitation,
any bonds, notes, certificates of obligation or other evidence of indebtedness.
(d) "District Access Corridor" means the 30-foot wide area of the Wastewater Facility Tract
on which the District contemplates the construction of roadway improvements to facilitate
access to the rear of the Wastewater Facility Tract, said corridor being identified on Exhibit
«B99
(e) "District Tract" means Lot 2, Block 1, MUNICIPAL UTILITY DISTRICT NO. 1
COMPLEX, an addition to the Town of Trophy Club, Denton County, Texas, by a plat
filed February 12, 2010, and recorded as Instrument Number 2010-22, of the Plat Records
of Denton County, Texas.
(f) "Junction Way Extension" means the public road to be funded by the Parties and
constructed by the Town to improve access to the Maintenance Building and Wastewater
Facility Tract. The location of the Junction Way Extension is identified on Exhibit "D"
and shall be an extension of "Junction Way."
(g) "Maintenance Building" means the existing storage and maintenance building constructed
by the District and located on the Wastewater Facility Tract, as identified on Exhibit "C".
(h) "Maintenance BuildingAgreement'means that certain "Interlocal Cooperation Agreement
Payment Contribution Agreement" dated October 16, 2006 entered into between the Town
and the District setting forth the terms and conditions pursuant to which the Parties agreed
the Town would be entitled to fifty percent (50%) of the use and occupancy of the
Maintenance Building.
(i) "Maintenance Building Lease Tract" means the real property that is the subject of, and
more particularly described in, the Maintenance Building Lease.
(j) "Maintenance Building" means the Lease Agreement substantially in the form
attached hereto as Exhibit "E" pursuant to which the District shall lease the Maintenance
Building Lease Tract and Maintenance Building to the Town.
(k) "Police Building Lease" means that certain "Lease Agreement" dated September 26, 1995
entered into between the Town and the District setting forth the terms and conditions
pursuant to which the District leased to the Town the Police Building for a period of 99
years for the purposes of police administration and services, court services, jail and
detention, parking and other uses consistent with the foregoing.
(1) "Police Building' means the building that is the subject of the Police Building Lease and
was located on the District Tract.
(m) "Wastewater Facility Tract" means the tract of land owned by the District on which the
District's wastewater treatment plant facility is located, as more particularly identified in
Exhibit "F".
Town Council Meeting Page �M) of 56 July 30, 2020
ARTICLE II.
POLICE BUILDING MATTERS
Section 2.01 Demolition of Police Building. The Parties acknowledge that as of the Effective Date of
this Agreement, the Town has demolished the Police Building and removed all associated waste materials
from the District Tract. The Parties approve such demolition and removal for all purposes.
Section 2.02 Soil Importation. Within sixty (60) days after the Effective Date, the Town shall import
and deposit soil to level the surface of the District Tract in the area where the Police Building was located.
All such soil shall be nonhazardous and shall comply with all applicable regulatory requirements.
Section 2.03 Termination of Police Building Lease. The Police Building Lease is hereby terminated
for all purposes.
ARTICLE III.
ANNEX BUILDING MATTERS
Section 3.01 Release of Claim to Annex Building. The Town hereby releases any claim or interest of
any kind or nature in and to the Annex Building. The Town acknowledges and agrees that the Annex
Building is a permanent improvement to the District Tract and is therefore owned by the District. Upon
receipt of written request by the District, the Town agrees to promptly execute any instrument requested by
the District to evidence its release of any ownership or claim in and to the Annex Building.
Section 3.02 Annex Building Debt. The Town shall remain responsible for the Annex Building Debt,
if any, and nothing herein shall be construed to transfer responsibility for payment of any Annex Building
Debt from the Town to the District.
Section 3.03 Removal of Property from Annex Building. The Town shall remove its personal
property from the Annex Building within sixty (60) days after the Effective Date of this Agreement.
ARTICLE IV.
MAINTENANCE BUILDING AND WASTEWATER FACILITY TRACT MATTERS
Section 4.01 Termination of Maintenance Building Agreement. The Maintenance Building
Agreement is hereby terminated.
Section 4.02 Maintenance Building Lease. Simultaneously with the execution of this Agreement, the
Parties shall execute the Maintenance Building Lease substantially in the form attached hereto.
Section 4.03 Design of Junction Way Extension. Promptly after execution of this Agreement by the
Parties, the Town will authorize its engineering consultants to prepare the plans and specifications for the
Junction Way Extension. The road improvements shall be prepared in accordance with all applicable local,
state and federal regulatory requirements for a public road.
Section 4.04 Construction of Junction Way Extension. The Town shall design and complete
construction of the Junction Way Extension within twelve (12) months after the Effective Date.
Section 4.05 Ownership, Operation and Maintenance of Road. Upon final completion of
construction, the Junction Way Extension, the Town shall be responsible for ownership, operation,
maintenance and repair of the Junction Way Extension.
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Section 4.06 District Use and Access. The District, together with its employees, representatives, agents
and contractors shall have full and complete use of the Junction Way Extension at all times.
Section 4.07 Cost of Design. The Town will advance and pay the cost of the design and construction
of the Junction Way Extension, subject to its right to reimbursement from the District in accordance with
the terms of this Agreement.
Section 4.08 Reimbursement of Junction Way Extension Costs. Upon final completion of
construction of the Junction Way Extension, the Town will prepare and send to the District an invoice
identifying the total out-of-pocket costs incurred by the Town for design and construction of the Junction
Way Extension. The invoice shall include copies of all pay applications and invoices for which payment
was made by the Town to third parties for design and construction of the Junction Way Extension and for
which reimbursement is sought from the District. The District shall be responsible for payment of one-half
of the total out-of-pocket costs funded by the Town for design and construction of the Junction Way
Extension, less any funding or reimbursement received by the Town from Trophy Club Country Club or
other third party (such that the total net cost to the Town and the District shall be equal). The District shall
provide reimbursement for its share of costs within thirty (30) days after receipt of the complete invoice for
payment and supporting detail.
Section 4.09 District Access Corridor. The Town agrees to fully cooperate with the District to
facilitate the dedication of right-of-way by the District and construction of a public road within the District
Access Corridor. The District shall be responsible for all costs and expenses related to design and
construction of any road within the District Access Corridor. The timing for construction of the road shall
be within the sole and absolute discretion of the District. The Town shall fully cooperate with, and shall
grant, all approvals sought by the District for construction of the roadway. The Town specifically agrees
that the final roadway width shall not exceed thirty (30) feet in width. The Parties hereby agree that in the
event the Maintenance Building Lease includes any portion of the District Access Corridor, such lease shall
automatically be revised to exclude the District Access Corridor at such time as the District proceeds with
construction of the road.
Section 4.10 Tree Mitigation. The Town releases the District and its contractors, agents and
representatives of any and all tree mitigation requirements and tree removal restrictions otherwise
applicable to the Wastewater Facility Tract (including tree replacement and payment obligations of any
kind). The provisions of this Section 4.10 shall continue for so long as the District retains ownership of the
Wastewater Facility Tract and shall survive expiration or termination of this Agreement.
Section 4.11 Maintenance Building Insurance. The District will be responsible for all insuring the
Maintenance Building and all authorized improvements constructed thereon.
Section 4.12 Maintenance Building Improvements and Repairs. As more fully set forth in the
Maintenance Building Lease, the Town shall not modify or improve the Maintenance Building or
Maintenance Building Lease Tract without the prior written consent of the District. Any improvements to
the Maintenance Building or Maintenance Building Lease Tract constructed by the Town that are approved
by the District shall be owned by the District for all purposes. The Town will be responsible for
maintenance of the Maintenance Building and Maintenance Building Lease Tract and shall maintain such
properties in a state of good repair. Without limitation, the Town shall maintain in proper condition the air
conditioning and heating systems, wiring, lighting and landscaping. The Town shall not undertake any
improvements on, or modifications to, the Maintenance Building Lease Tract that would impair the
District's ability to construct a public roadway within the District Access Corridor.
Section 4.13 Zoning Matters. In the event the Town changes the zoning of the Wastewater Facility
Town Council Meeting Page 3P of 56 July 30, 2020
Tract without the consent of the District, then this Agreement and the Maintenance Building Lease shall
terminate for all purposes.
ARTICLE V.
NOTICES
Section 5.01 Notice. With respect to any notices, submissions or any other communication required
hereunder (in any case, a "Notice"), to either Party, such Notice shall be delivered in one of the following
ways: (i) by hand delivery, marked for same day delivery, to the address of the recipient party specified
below; (ii) by deposit of the Notice, marked for next day delivery, with Federal Express, Airborne or other
overnight courier acceptable to the recipient party, to the address of the recipient party specified below; (iii)
by deposit of the Notice, sent certified mail, return receipt requested, in an official depository for the United
States Mail, to the address of the recipient party specified below or (iv) by telecopy transmission sent to the
facsimile number listed below, receipt of which is verified electronically or otherwise.
Notices properly sent by telecopy are deemed delivered upon verified receipt. Hand -delivered Notices shall
be deemed delivered when received at the specified address. Notices sent by overnight courier shall be
deemed delivered the day following deposit with such overnight courier (when deposited in time for next
day delivery), unless actual receipt is required by the terms of this Agreement. Notices sent by the United
States certified mail, return receipt requested, shall be deemed delivered two (2) days following such
deposit, unless actual receipt is required by the terms of this Agreement. Notices shall be sent to the party
to whom intended to be given at the address or number set forth below, with a copy of such Notice given
to such party's attorney at the address or number set forth below:
If to District:
Trophy Club Municipal Utility District No. 1
100 Municipal Drive
Trophy Club, Texas 76262
If to Town:
Town of Trophy Club
1 Trophy Wood Drive
Trophy Club, TX 76262-9700
Each of the above -listed addressees may change its address and number for notice purposes, or change
notice addresses to their respective successors and assigns, by delivering to the other addressees a written
notice of change of address and number, in a manner specified in this paragraph for delivery of Notices.
However, no such change of address or number shall be effective against another addressee until written
notice of such change is actually received by such addressee.
ARTICLE VI.
DEFAULT AND REMEDIES
Section 6.01 Notice and Opportunity to Cure. If either Party (referred to herein as the "De aultin
Town Council Meeting Page 3�3 of 56 July 30, 2020
Par ") fails to comply with its obligations under this Agreement or is otherwise in breach or default under
this Agreement (collectively, a "Default') then the other Party (referred to herein as the "Non -Defaulting
Par ") may not invoke any rights or remedies with respect to the Default until and unless: (i) the Non -
Defaulting Parry delivers to the Defaulting Party a written notice (the "Default Notice") which specifies all
of the particulars of the Default and specifies the actions necessary to cure the Default; and (ii) the
Defaulting Party fails to cure, within ten (10) days after the Defaulting Parry's receipt of the Default Notice,
any matters specified in the Default Notice which may be cured solely by the payment of money or the
Defaulting Parry fails to commence the cure of any matters specified in the Default Notice which cannot be
cured solely by the payment of money within a reasonable period of time after the Defaulting Party's receipt
of the Default Notice or fails to thereafter pursue curative action with reasonable diligence to completion.
Section 6.02 Remedies. If the Defaulting Party fails or refuses to timely comply with any of its
respective obligations hereunder, the Non -Defaulting Party will have the option, after providing the Default
Notice and opportunity to cure, to enforce this Agreement by any remedy at law or in equity to which it
may be entitled; or to terminate this Agreement.
Section 6.03 Cross Default. Any default under this Agreement that is not timely cured after the Default
Notice shall constitute a default under the Maintenance Building Lease and in addition to any other remedies
available at law or in equity, the Non -Defaulting Party may terminate the Maintenance Building Lease.
ARTICLE VII.
GENERAL PROVISIONS
Section 7.01 Attorneys' Fees. If any Party initiates legal proceedings to seek adjudication of an alleged
Default under or breach of this Agreement, the prevailing Party will be entitled to recover reasonable and
necessary attorneys' fees from the non -prevailing Party.
Section 7.02 Term. The term of this Agreement begins on the Effective Date and, unless earlier
terminated, will continue until the expiration of the Maintenance Building Lease.
Section 7.03 Assignment. This Agreement may not be assigned without the prior written consent of
the other Party, and any assignment without such consent shall be void.
Section 7.04 Headings. Article and section headings used in this Agreement are for reference and
identification only and are not intended to in any way limit or amplify the terms and provisions of this
Agreement. The words "herein," "hereunder," "hereto," "hereof," or "herewith" as used in this Agreement
shall refer to this entire Agreement and not just to the sentence, paragraph or section in which such word is
used.
Section 7.05 Entire Agreement. This Agreement, together with the exhibits, contains the entire
agreement of the Parties with respect to the subject matter hereof, and may not be varied, amended, or
superseded except by written agreement between the Parties hereto.
Section 7.06 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid, or
unenforceable under present or future laws effective during the terms of this Agreement, the legality,
validity, and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and
in lieu of each such illegal, invalid or unenforceable provision there shall be added automatically as a part
of this Agreement a provision as close in meaning to such illegal, invalid or unenforceable provision as
may be possible and be legal, valid, and enforceable.
Town Council Meeting Page V of 56 July 30, 2020
Section 7.07 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.
Section 7.08 Counterpart Execution. This Agreement may be executed in multiple counterparts,
including, without limitation, facsimile counterparts, each of which shall constitute an original, and all of
which, taken together shall constitute one and the same agreement.
Section 7.09 Day, Business Day. Any reference to "day" or "days" in this Agreement shall, unless the
context clearly requires otherwise, mean calendar days. Any reference to "business days" shall mean
calendar days excluding Saturdays, Sundays and federally -recognized holidays.
[The remainder of this page intentionally left blank. -
Town Council Meeting Page �5 of 56 July 30, 2020
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed in
multiple counterparts, each of which shall constitute an original effective as of the last date of execution
below ("Effective Date").
(il � J� L'J
str ct Secretary
DISTRICT:
Trophy Club Municipal Utility District No. 1
By: l.� �,�--
Name: Steve
Title: President, Board of Directors
Date: July 21, 2020
r�Ii i.+l`►l�
Town of Trophy Club, Texas
By:
Name:
Title:
Date:
8
Town Council Meeting Page 36 of 56 July 30, 2020
Exhibit "A"
Aerial Depicting Annex Building
Town Council Meeting Page 37 of 56 July 30, 2020
Exhibit A
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Town Council Meeting Page 38 of 56
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Exhibit `B"
Drawing Depicting District Access Corridor
Town Council Meeting Page 39 of 56 July 30, 2020
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Town Council Meeting
Page 40 of 56
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Exhibit "C"
Aerial Identifying Maintenance Building
Town Council Meeting Page 41 of 56 July 30, 2020
Exhibit C
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Exhibit "D"
Map Identifying Location of Junction Way Extension
Town Council Meeting Page 43 of 56 July 30, 2020
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Exhibit "E"
Form of Maintenance Building Lease
Town Council Meeting Page 45 of 56 July 30, 2020
COMMERCIAL LEASE
(Maintenance Building)
This Commercial Lease (this "Lease") made and entered into as of the last date of execution below
(the "EEfective Date") by and between Trophy Club Municipal Utility District No. 1, a conservation and
reclamation district and political subdivision of the State of Texas created and operating in accordance with
Chapters 49 and 54 of the Texas Water Code, as Landlord ("Landlord"), and Town of Trophy Club, Texas,
a Texas home rule municipality, as Tenant ("Tenant").
1. PREMISES. Landlord hereby leases to Tenant the real property and building more
particularly described on Exhibit "A" attached hereto (the "Premises"). The parties acknowledge that the
Premises may include all or a portion of an area identified as the "District Access Corridor" in that certain
"Agreement Regarding Real Property Matters" executed simultaneously herewith by Landlord and Tenant.
At such time as Landlord elects to proceed with construction of the District Access Corridor, the Premises
shall automatically be revised to exclude the District Access Corridor in its entirety.
2. TERM. The term of this Lease shall commence the first day of the month subsequent to
the Effective Date (the "Commencement Date"), and shall continue thereafter for a term of ninety-nine (99)
years (the "Term") unless terminated prior thereto under the terms and conditions set forth in this Lease.
3. RENT. Except as provided below with respect to the first payment, Tenant shall pay
Landlord rent for the Premises equal to $1 per annum for each year that this Lease remains in effect. Tenant
shall pay the first rent payment of $1 to Landlord on or before the first day of the month subsequent to the
Effective Date as rent for the remainder of calendar year 2020, and each subsequent annual rental payment
shall be due and paid by Tenant to Landlord in full on or before January 1 of each subsequent year that this
Lease remains in effect.
4. SECURITY DEPOSIT. Tenant will not pay a security deposit to Landlord under this
Lease.
5. UTILITIES. Tenant will pay for all utility charges applicable to the Premises. Landlord
shall not be liable for any unavailability, stoppage, interruption or failure of any such services or any
damages to persons, property or business resulting therefrom.
6. INSURANCE. Landlord shall maintain insurance for the Premises for the duration of this
Lease. Tenant may, but shall have no obligation to, secure insurance for the Premises or any personal
property located therein.
IMPROVEMENT OR ALTERATION OF PREMISES.
7.1 Tenant may not alter any locks or any security devices on the Premises without Landlord's
prior written consent. If Landlord authorizes the changing, addition, or re -keying of any locks or other
security devices at Tenant's expense, Tenant must immediately delivery the new keys and access devices
to Landlord.
7.2 Tenant may not alter, improve, or add to the Premises without the prior written
authorization of Landlord. Any such alternations, improvements or additions authorized by Landlord
shall be owned by Landlord.
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7.3 Tenant shall undertake no action within the Premises that would impair the ability of
Landlord to construct a public roadway within the "District Access Corridor" as identified in that certain
"Agreement Regarding Real Property Matters" executed simultaneously herewith by Landlord and
Tenant.
REPAIRS AND MAINTENANCE.
8.1 Tenant agrees to maintain in proper condition and make all necessary incidental repairs to
the interior of the Premises, including, but not limited to, air conditioning, lighting, wiring, plumbing
and the interiors of the walls, floors, ceilings, doors, windows, window glass, fittings, fixtures and
furnishings. Tenant is solely responsible for the repair and maintenance of its personal property. Tenant
shall also be responsible for maintaining the real property that constituting the Premises in a state of
condition and repair.
8.2 Tenant has inspected the Premises and accepts it in its present (as -is) condition. Landlord
has made no express or implied warranties as to the condition of the Premises.
USE OF PREMISES BY LANDLORD AND TENANT.
9.1 The Premises may be used by Tenant only for storage of materials and equipment by
Tenant related to Tenant's municipal functions. The Premises may not be used by any third party for
any purposes.
9.2 Tenant may not use or permit any part of the Premises to be used for any activity that is a
nuisance or is offensive, noisy, or dangerous, or that interferes with the use and enjoyment of
neighboring properties including Landlord's access to, use and operation of its wastewater treatment
plant facility. Tenant shall not use, allow or permit any hazardous materials or environmental
contaminants to be in the Premises.
9.3 Until such time as Landlord constructs a new maintenance and storage building, Landlord
and its employees and agents shall have the right to enter, use and occupy any portion of the Premises
located outside of the existing building for the storage of materials, vehicles and equipment.
10. ACCESS AND INSPECTION. Landlord, and its servants and agents shall have the right
to enter the Premises during normal business hours in which a representative of Tenant is present for the
purpose of examining or inspecting the Premises to see that Tenant is complying with all of its obligations
hereunder or making required repairs thereto.
11. MOVE -OUT CONDITION. At the time of termination of this Lease, Tenant will return
all keys and access devices to Landlord, and shall surrender the Premises in the same condition as when
received, except for normal wear and tear. Tenant will leave the Premises in clean condition, free of trash,
debris and personal property. If Tenant leaves any personal property in the Premises after Tenant surrenders
possession of the Premises, Landlord may: (i) require Tenant, at Tenant's expense, to remove the personal
property by providing written notice to Tenant; or (ii) retain such personal property as forfeited property to
Landlord. Any permitted leasehold improvements shall become part of the Building and shall remain upon
and be surrendered with the Premises, unless otherwise provided by this Lease.
12. SECURITY, INDEMNITY AND WAIVER. Tenant acknowledges and agrees that
Landlord will not, and is not required to, provide security for Tenant and Tenant's personal property, or for
Tenant's employees, guests, invitees or representatives that may be present on or within the Premises. To
the extent authorized under applicable laws, Tenant waives any and all claims against Landlord for injury
Town Council Meeting Page 47 of 56 July 30, 2020
or damage to persons or property arising out of any event, occurrence or condition on or around the
Premises. TO THE MAXIMUM EXTENT AUTHORIZED BY LAW, TENANT AGREES TO DEFEND,
INDEMNIFY, AND HOLD LANDLORD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
AND REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
(COLLECTIVELY, THE "LANDLORD RELEASED PARTIES") HARMLESS FROM AND AGAINST
ANY CLAIMS, COSTS, DAMAGES, LIABILITY, OR OTHER EXPENSES, INCLUDING
REASONABLE ATTORNEYS' FEES, FOR ANY INJURIES OR DAMAGE OCCURRING ON THE
PREMISES TO TENANT, ITS AGENTS, EMPLOYEES, CUSTOMERS, INVITEES, GUESTS,
CONTRACTORS, AND ANY OTHERS WHO ENTER UPON THE PREMISES IN CONNECTION
WITH TENANT'S USE AND OCCUPANCY OF THE PREMISES. TENANT FURTHER AGREES TO
WAIVE ALL CLAIMS AGAINST THE LANDLORD RELEASED PARTIES FOR DAMAGES TO OR
LOSS OF GOODS, WARES, INVENTORY, AND MERCHANDISE IN AND UPON THE PREMISES
AND FOR ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY CLAIMED BY TENANT,
OR TENANT'S AGENTS, REPRESENTATIVES, SERVANTS, EMPLOYEES AND THIRD PERSONS
ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH TENANT'S USE AND
OCCUPANCY OF THE PREMISES.
13. ASSIGNMENT AND SUBLETTING. Tenant, for itself, its successors, legal
representatives and assigns, expressly covenants that Tenant shall not, either voluntarily or by operation of
law, assign, transfer, mortgage or otherwise encumber this Lease or sublet the Premises without the prior
written consent of Landlord.
14. DESTRUCTION OF PREMISES. In case of the total destruction of the Premises by any
cause whatsoever, so as to render the Premises untenable or unfit for Tenant's occupancy, then in any such
event, the lease of the Premises hereunder shall cease and terminate as of the date of such damage or
destruction, unless Tenant chooses to repair all or a portion of such destruction, in which case all rights and
obligations of the Parties shall continue unaffected.
15. RISK OF LOSS. All property placed in the Premises by Tenant, or Tenant's agents,
servants, employees, invitees, licensees and guests, shall be at the sole and only risk of Tenant, and Landlord
shall not be responsible to Tenant, nor Tenant's agents, servants, employees, invitees, licensees and guests
for any damage or loss thereof, or for any fire, theft, burglary or other damages thereof.
16. COMPLIANCE WITH LAWS. Landlord and Tenant shall comply with all laws, orders,
ordinances, regulations and rules of all governmental authorities having jurisdiction with respect to the
occupancy, use or manner of use of the Premises.
17. QUIET ENJOYMENT. Subject to the terms and conditions of this Lease, if Tenant
observes and performs all of the covenants, conditions and provisions on Tenant's part to be observed and
performed under this Lease, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises
for the entire term hereof.
18. DEFAULT AND TERMINATION.
18.1 If Landlord fails to comply with this Lease within thirty (30) days after Tenant notifies
Landlord in writing of Landlord's failure to comply, Landlord will be in default and Tenant may seek
any remedy provided by law. If, however, Landlord's non-compliance reasonably requires more than
30 days to cure, Landlord will not be in default if the cure is commenced within the 30-day period and
is diligently pursued.
Town Council Meeting Page 48 of 56 July 30, 2020
18.2 If Tenant fails to correct any default under this Lease within 30 days after Landlord notifies
Tenant of its failure to comply, Tenant will be in default. In the event of such default that is not cured,
Landlord may terminate this Lease or exercise any of the rights set forth in Section 18.3 below.
18.3 If Tenant is in default, Landlord may after not less than 30 days' prior written notice and
opportunity to cure: (i) re-enter the Premises, without demand or notice, and resume possession by an
action in law or equity or by force or otherwise and without being liable in trespass or for any damages.
Under such circumstances, Landlord may remove all persons and personal property from the Premises
and Premises and such property may be removed and stored at the cost of Tenant. The taking of
possession by Landlord shall not constitute an eviction or terminate this Lease, unless Landlord so elects;
(ii) terminate Tenant's right to occupy the Premises by providing Tenant with at least three (3) days
written notice; and/or (iii) accelerate all rents which are payable during the remainder of this Lease or
any renewal period without notice or demand. If Tenant is in default, Tenant will be liable for:
(i) Any lost rent;
(ii) Repairs to the Premises for use beyond normal wear and tear;
(iii) All Landlord's costs associated with collection of rent;
(iv) Cost of removing Tenant's equipment or fixtures left on the Premises;
(v) Cost to remove any trash, debris, personal property, or materials left by Tenant in
the Premises;
(vi) Cost to replace any unreturned keys or access devices; and
(vii) Any other recovery to which Landlord may be entitled under this Lease or under
the laws of the State of Texas.
18.4 Except for any termination arising out of a default by Tenant that is not cured after not less
than 30 day's prior written notice and opportunity to cure; a total destruction of the Premises in
accordance with Section 14; a cross -default under Section 19 below; or as provided in that certain
"Agreement Regarding Real Property Matters" executed by the parties simultaneously herewith, this
Lease may not be terminated except by written agreement of both parties.
18.5 This Lease may be terminated at any time by Tenant upon sixty (60) days prior written
notice to Landlord; provided, however, that no rent shall be refunded in the event of such termination.
19. CROSS -DEFAULT. Any default by Tenant of that certain "Agreement Regarding Real
Property Matters" executed by the parties simultaneously herewith that is not timely cured in accordance
with the provisions of said agreement shall constitute a default under this Lease for which Landlord may
exercise any remedies set forth herein, including termination of this Lease and repossession of the Premises.
20. HOLDOVER. If Tenant fails to vacate the Premises and Premises at the time this Lease
ends, Tenant will become a tenant -at -will and must vacate the Premises and Premises immediately upon
receipt of demand from Landlord. No holding over by Tenant, with or without the consent of Landlord,
will extend this Lease. Rent for any holdover period will be $1000 per month, as calculated on a daily
basis, and will be immediately due and payable without notice or demand.
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21. COST OF LITIGATION. In the event of any litigation between the parties hereto
involving this Lease or the respective rights of the parties hereunder, the party who is unsuccessful in such
litigation shall pay to the successful party reasonable attorney's fees, court costs and expenses of such
litigation incurred by such successful party.
22. NOTICES. All notices, demands, requests or other communications that may be or are
required to be given, served or sent by either party to the other party pursuant to this Lease will be in writing
and will be mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or
transmitted by any recognized over -night courier, or hand delivery addressed as follows:
If to Landlord: Trophy Club Municipal Utility District No. 1
100 Municipal Drive
Trophy Club, Texas 76262
If to Tenant: Town of Trophy Club
1 Trophy Wood Drive
Trophy Club, Texas 76262-9700
Either party may designate by written notice a new address to which any notice, demand, request or
communication may thereafter be given, served or sent. Each notice, demand, request or communication
that is mailed, delivered or transmitted in the manner described above will be deemed sufficiently given,
served, sent and received for all purposes at such time as it is delivered to the addressee with the return
receipt, the delivery receipt, the affidavit of messenger or (with respect to a facsimile transmission) the
answer back being deemed conclusive evidence of such delivery or at such time as delivery is refused by
the addressee upon presentation.
23. ENTIRE AGREEMENT. This Lease and the agreements, instruments and documents
contemplated by this Lease represent the parties' entire agreement with respect to the subject matter of this
Lease and such other agreements, instruments and documents and supersede and replace any prior
agreement or understanding with respect to that subject matter. This Lease may not be amended or
supplemented except pursuant to a written instrument signed by the party against whom such amendment
or supplement is to be enforced. Nothing contained in this Lease will be deemed to create any agency, joint
venture, partnership or similar relationship between the parties to this Lease.
24. COUNTERPARTS. This Lease may be executed in multiple counterparts, each of which
will be deemed to be an original and all of which will be deemed to be a single agreement. This Lease will
be considered fully executed when all parties have executed an identical counterpart, notwithstanding that
all signatures may not appear on the same counterpart.
25. SEVERABILITY. If any of the provisions of this Lease are determined to be invalid or
unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable the remainder
of this Lease, but rather the entire Agreement will be construed as if not containing the particular invalid or
unenforceable provision or provisions, and the rights and obligations of the parties will be construed and
enforced accordingly. The parties acknowledge that if any provision of this Lease is determined to be
invalid or unenforceable, it is their desire and intention that such provision be reformed and construed in
such manner that it will, to the maximum extent practicable, be deemed to be valid and enforceable.
Notwithstanding the foregoing or any other provision of this Lease to the contrary, in the event that Tenant's
obligation to pay rent (as adjusted from time to time under the terms of this Lease) is deemed invalid or
unenforceable, then this Lease shall terminate for all purposes.
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26. THIRD PARTIES. Except as expressly set forth or referred to in this, nothing in this
Lease is intended or will be construed to confer upon or give to any party other than the parties to this Lease
and their successors and assigns, if any, any rights or remedies under or by reason of this Lease.
27. WAIVER. No failure or delay in exercising any right hereunder will operate as a waiver
thereof, nor will any single or partial exercise thereof preclude any other or further exercise or the exercise
of any other rights.
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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease on the date and
the year first above written.
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LANDLORD:
TROPHY CLUB MUNIICPAL UTILITY DISTRICT
NO. 1
By:
Name: Steve Flynn
Title: President, Board of Directors
Date: July 21, 2020
TENANT:
TOWN OF TROPHY CLUB
By:_
Name:
Town Council Meeting Page 52 of 56 July 30, 2020
Exhibit "A"
Description of Premises
Town Council Meeting Page 53 of 56 July 30, 2020
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Exhibit "F"
Depiction of Wastewater Facility Tract
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