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HomeMy WebLinkAbout2020-0730 July 30, 2020 Special Session Joint Meeting Agenda PacketThursday, July 30, 2020 la TROPHY MUNICIPAL UTILITY DISTRICT July 30, 2020 Special Meeting Joint Session Agenda TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 BOARD OF DIRECTORS SPECIAL SESSION —JOINT ZOOM MEETING WITH TOWN OF TROPHY CLUB TOWN COUNCIL 100 MUNICIPAL DRIVE TROPHY CLUB, TEXAS 76262 6:30 P.M. JOINT MEETING AGENDA Svore Municipal Boardroom In accordance with Order of the Office of the Governor issued March 16, 2020, Trophy Club Municipal Utility District No. 1 Board of Directors will conduct a joint meeting with the Town of Trophy Club Town Council at 6:30 p.m. on Thursday, July 30, 2020 by Zoom/telephone conference. In order to advance the public health goal of limiting face-to-face meetings (also called "social distancing") to slow the spread of the Coronavirus (COVID-19), there will be no public access to the location described above, but members of the public may join the meeting by weblink or telephone by following the instructions below. A recording of the telephonic meeting will be made and will be available to the public. To join the meeting via Zoom: https://us02web.zoom.us/i/83470690738 The public toll-free dial -in numbers to participate in the telephonic meeting are: 877 853 5257 and 888 475 4499 US Toll-free and the Meeting ID: 834 7069 0738 If you cannot get through on one of the numbers due to network congestion or if the audio quality is poor, please try the next number. When your call is answered you will hear "Welcome to Zoom, enter your Meeting ID followed by pound." Enter in the following Meeting ID below followed by the pound sign (#): Meeting ID: 834 7069 0738 CALL TO ORDER AND ANNOUNCE A QUORUM REGULAR SESSION 1. Consider and take appropriate action regarding the Fire Protection Services Fiscal Year 2021 budget. attachments: 2016-0919 ILA for Administration of Fire Protection Services Proposed FY 2021 Fire Department Budget 2. Discussion and possible action regarding Interlocal Agreement with the Town of Trophy Club regarding Sale or Exchange of District real property located at 100 Municipal Drive, 1501 Junction Way and other real property owned by the District. 1 of 44 July 30, 2020 Special Meeting Joint Session Agenda attachment: 2020-0720 Revised ILA Regarding Real Property Matters ADJOURN THE STATE OF TEXAS § COUNTIES OF DENTON AND TARRANT § THIS NOTICE CERTIFIES THAT ON MONDAY, JULY 27 ,2020 BY 6:30 P.M., THE JOINT MEETING AGENDA OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1, BOARD OF DIRECTORS TO BE HELD ON THURSDAY, JULY 30, 2020 AT 6:30 P.M., WAS POSTED ON THE FRONT WINDOW OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 SVORE MUNICIPAL ADMINISTRATION BUILDING, 100 MUNICIPAL DRIVE, TROPHY CLUB, TEXAS, WHICH ISA PLACE CONVENIENT TO THE PUBLIC AND WITHIN THE BOUNDARIES OF THE DISTRICT AND NOTIFICATION WAS POSTED TO THE DISTRICT WEBSITE, IN ACCORDANCE WITH SECTION 49.063 OF THE WATER CODE AND SECTION 551.054 OF THE TEXAS GOVERNMENT CODE, AS AMENDED. LAURIE SLAGHT, DISTRICT SECRETARY THIS OFFICIAL AGENDA WAS POSTED ON THE WINDOW OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 ADMINISTRATION BUILDING ON JULY 27, 2020 AT: BY: 2 of 44 July 30, 2020 Special Meeting Joint Session Agenda INTERLOCAL COOPERATION AGREEMENT FOR ADMINISTRATION OF FIRE PROTECTION SERVICES THIS AGREEMENT is made and entered into this 19th day of September, 2016, by and between Trophy Club Municipal Utility District No. 1, a district created pursuant to Section 59, Article XVI, Texas Constitution and the Texas Water Code, Chapter 54 hereinafter referred to as "District", and the Town of Trophy Club, a home rule municipal corporation, hereinafter referred to as "Town". WITNESSETH: WHEREAS, District is a duly organized political subdivision of the State of Texas engaged in the administration of fire protection and related services for the benefit of those persons residing, traveling within, or being physically located within the boundaries of District, which boundaries include, without limitation, portions of the incorporated and unincorporated limits of the Town of Trophy Club, Texas; and WHEREAS, District and Town operate pursuant to the 2008 Interlocal Cooperation Agreement for Fire Protection Services as amended by the First Amendment to 2008 Interlocal Cooperation Agreement for Fire Protection Services (hereinafter collectively "2008 ILA for Fire Protection Services") and District provides firefighting services to residents of the Trophy Club Public Improvement District No. 1 (hereinafter also referred to as "PID"); and WHEREAS, the PID pays their part of the fire expenditures through an assessment from the Town; and WHEREAS, the provision of Fire Functions is a governmental function that serves the public health and welfare, promotes efficiency and effectiveness of local governments, and is of mutual concern to the contracting parties; and WHEREAS, District is individually authorized to perform Fire Functions pursuant to Section 49.351 of the Texas Water Code and the Town is individually authorized to perform Fire Functions pursuant to its police powers and the parties desire to enter into this Agreement regarding the performance of Fire Functions; and WHEREAS, the Interlocal Cooperation Act, Texas Government Code, Chapter 791, et seq., as amended (the "Act") provides authority for governmental entities of the State of Texas to enter into interlocal agreements with each other regarding governmental functions and services as set forth in the Act; WHEREAS, Town and District have determined it necessary and appropriate to enter into a new agreement for the operation of Fire Protection Services superseding the 2008 ILA for Fire Protection Services; and 3 of 44 July 30, 2020 Special Meeting Joint Session Agenda NOW, THEREFORE, District and Town, for and in consideration of the recitals set forth above and terms and conditions below, agree as follows: Incorporation /Term 1.1 Incorporation of Recitals. The foregoing recitals are agreed upon and incorporated herein as a part of this Agreement. 1.2 Term. This Agreement shall become effective upon approval by each of the respective governing bodies of Town and District and upon execution by their respective authorized representatives, and shall remain in effect for an initial trial period of five (5) years, commencing October 1, 2016 and terminating on September 30, 2021. The parties shall have a joint meeting to review the agreement in July 2017. Upon expiration of any five (5) year term, this agreement shall automatically be extended for an additional five (5) year term unless written notice of nonrenewal is given in accordance with Section X. II. Definitions 2.1 As used herein, the words and phrases hereinafter set forth shall have the meanings as follows: A. "Eligible Persons" shall mean those persons residing, traveling within, or being physically located within the corporate boundaries of the Town of Trophy Club, Texas and/or District, including without limitation both incorporated an unincorporated areas, and shall also include those persons residing, traveling within, or being physically located within the corporate boundaries of another political subdivision of the State of Texas with whom Town and/or District have a mutual aid agreement to provide fire protection services and those persons located within the fire district as designated by Denton County and accepted by Town and/or District. B. "Emergency Medical Services" shall mean any and all of the customary and usual activities of trained paramedics providing emergency health care services, C. "Fire -fighting Activities", "Fire Protection Services", or "Fire Functions" shall mean any and all of the customary and usual activities of a fire department, including fire suppression, fire prevention, training, safety education, maintenance, communications, photography, and administration. Page 1 of 12 4 of 44 July 30, 2020 Special Meeting Joint Session Agenda Ill. Budget and Funding 3.1 Budget and Funding A. Budget Preparation: Town shall prepare a budget for Fire Protection Services and present that budget to the Town Council and District for approval at a joint meeting before August 1 of each year. Both parties shall approve the contractual budget by August 15 of each year. Budget amendments requiring additional funding shall be submitted for approval to both Town Council and District. This Agreement does not impact the authority of District to set the appropriate tax rate for District In order to facilitate a level emergency services assessment for the Trophy Club Public Improvement District pursuant to the annual Service and Assessment Pian or "SAP" and District Fire Tax, District shall provide outstanding debt, lease and reserve reimbursement obligations as illustrated in Attachment "A" to this Agreement. Changes and/or updates to Attachment "A" shall be provided to Town prior to June 30 of each year of this Agreement, and any renewal term. B. Funding: District and Town shall share the funding of all costs associated with Fire Protection Services provided to Eligible Persons as defined herein, pursuant to the approved Budget and in accordance with the terms of this Agreement. Such funding shall be accomplished as follows: 1) District shall fund 50% of all costs associated of personnel providing Fire Protection Services provided to Eligible Persons as defined herein, in accordance with the terms of the Town approved Budget through the assessment and collection of an annual Fire Tax on the property owners of District. 2) District shall fund 100% of all costs of services and supplies associated with Fire Protection Services and services associated with operating the Fire Department in accordance with the terms of the Town approved Budget through the assessment and collection of an annual Fire Tax on the property owners of District. 3) District shall fund 100% of all fire capital replacement costs through an annual capital replacement contribution as defined herein, in accordance with the terms of the approved Fire Budget through the assessment and collection of an annual Fire Tax on the property owners of District. 4) The Town shall fund all costs associated with Fire Protection Services to Eligible Persons by an annual assessment on and collection from Eligible Persons owning real property and improvements thereon located within the Town but not within District and levied in accordance with the Public Improvement District Act, Chapter 372 of the Texas Local Government Code, as amended; such Page 2of12 5 of 44 July 30, 2020 Special Meeting Joint Session Agenda assessment shall be adopted by Town Council through the approval of the Annual Service and Assessment Plan for Authorized Services for the Trophy Club Public Improvement District No. 1. If the beneficial assessment determined in the SAP (Service and Assessment Plan) is an amount different from the fire tax of District, the Parties agree to negotiate the reconciliation of the difference. 5) District shall continue to pay all outstanding debt obligations incurred and existing prior to the commencement of the contract term. 6) Budget overages or shortages shall be applied proportionally during the months of April to September of the current budget year. C. Payment: Payments from the District for the purpose of Fire Protection Services shall be paid to the Town on a monthly basis. The monthly payments shall constitute the entirety of the annual contract divided by twelve (12) months, minus total PID assessment fee for Fire Protection services, beginning on October 31 and concluding on September 30 of each fiscal year of the term of the Agreement, and thereafter for each successive year in which this Agreement is in effect. Payments will become past due fifteen (15) business days after the established due date. The total amount of existing fire protection debt service shall be netted out. IV. Operational Obligations and Rights of the Parties 4.1 District Obligations and Rights: District shall perform all of its duties and obligations as herein stated and shall devote sufficient time and attention to the execution of such duties in full compliance with the terms and conditions of this Agreement. 4.2 Town Obligations and Rights: A. Upon the effective date of this Agreement, Town shall be responsible for providing Fire Protection Services to Eligible Persons, including but not limited to assuming full responsibility for the operational control and management of Fire Protection Services, previously under the control and direction of District. The Town's responsibilities hereunder shall include, without limitation, the control, and management of all personnel as more specifically set forth in Section VI and all policy and personnel matters related to and arising out of providing Fire Protection Services and the obligations specifically assumed hereunder. B. Town, acting through its Town Manager or designees, shall oversee the daily operations of Fire Protection Services. C. The officers and employees of Town shall perform all duties and responsibilities of the District necessary to render Fire Protection Services to all Eligible Persons. 6 of 44 Page 3 of 12 July 30, 2020 Special Meeting Joint Session Agenda D. It shall be the responsibility and duty of Town, its officers and employees, within the sole discretion of such officers and employees, to determine priorities in the dispatching and use of such equipment and personnel to perform Fire Functions under this Agreement. E. Town shall have the authority to enter into mutual aid agreements on behalf of District and Town to provide Fire Protection Services as deemed appropriate by Town. The term of such agreements shall run concurrently with the term of this Agreement and shall terminate upon termination of this Agreement. F. Town shall perform all of its duties and obligations as herein stated and shall devote sufficient time and attention to the execution of such duties provided on behalf of District in full compliance with the terms and conditions of this Agreement and shall provide immediate and direct supervision of employees, agents, contractors, sub- contractors and/or laborers, if any, in the furtherance of the purposes, terms and conditions of this agreement for the mutual benefit of Town and District. G. Town will provide an annual report regarding status and maintenance of fire station, engine/pumper, brush truck, and ladder truck. Additionally, Town will continue to meet and/or exceed the requirements set by the NFPA and TCFP. H. District may hire Fire Auditors of their choice to review physical Fire Department assets and operator practices on an annual basis for benefit of District and Town; audit may occur during the month of April. (See Attachment "B"). All Auditors fees will be paid by the District. 1. The Town shall provide the District timely notice of any accident, damage, dangerous or defective condition relating to District assets under this agreement. V. Assets 5.1 Ownership. Prior to the commencement of this agreement, all assets owned or directly purchased by District utilized for Fire Protection Services shall remain the property of District. This Agreement does not affect right, title or interest to such property. All assets owned or directly purchased by Town utilized for Fire Protection Services shall remain the property of the Town. This Agreement does not affect right, title, or interest to such property. 5.2 Ownership Upon Termination. Upon termination of this Agreement, each party shall retain ownership of assets purchased with its respective funds unless both Town and District elect to negotiate terms to transfer ownership to the other party. 7 of 44 Page 4of12 July 30, 2020 Special Meeting Joint Session Agenda VI. Employee Supervision and Organization 6.1 Control and Oversight. Town shall have control and oversight over Fire Protection Services and control and oversight over Emergency Medical Services. Town shall have exclusive authority to establish Standard Operating Procedures for Fire/EMS Protection Services. (hereinafter collectively," SOPs"). 6.2 Benefits and Human Resources Services. In accordance with Town personnel policies, Town shall provide benefits and human resources services to all eligible employees providing Fire Protection Services. DISTRICT shall provide funding as set forth in Subsection 3.1(B). The Parties understand and agree that on and after the effective date of this Agreement, all employees providing Fire Protection Services shall be Town employees and shall be solely subject to Town personnel policies and SOPs. VII. Consideration The parties agree that sufficient consideration for this Agreement exists and is found in the Payments Made pursuant to Section III of this Agreement and in the cross promises set forth above and other good and valuable consideration. District's agreement to fund Fire Functions as provided in Section 111 above in exchange for Town's agreement to oversee and manage Fire Functions for Eligible Persons as provided in Section IV above, shall serve as sufficient consideration under this Agreement. Each party hereto paying for the performance of governmental functions or services shall make such payments from current revenues legally available to the paying party. Each party further agrees that it is fairly compensated for the services or functions performed under the terms of this Agreement VIII. Negligence of Parties/Insurance 8.1 Town Negligencellnsurance. Town shall be responsible for its sole negligence. Town agrees to and accepts full responsibility for the acts, negligence, and/or omissions of all Town's officers, employees, and agents acting under its direction_ Town shall provide liability insurance to cover the acts and omissions of Town, its officers, employees, and agents performing obligations under this agreement, including but not limited to all personnel providing Fire Protection Services. 8.2 District Negligence/Insurance. District shall be responsible for its sole negligence. District agrees to and accepts full responsibility for the acts, negligence, and/or omissions of all District's officers, employees, and agents acting under its direction. District shall maintain general liability insurance to cover District owned or leased assets. District shall provide liability insurance to cover the acts and omissions of District, its officers, employees, and agents performing obligations under this Agreement. 8 of 44 Page 5of12 July 30, 2020 Special Meeting Joint Session Agenda Ix. Immunity The fact that Town and District accept certain responsibilities relating to the rendering of Fire Protection Services under this Agreement as part of their responsibility for providing protection for the public health makes it imperative that the performance of these vital services be recognized as a governmental function and that the doctrine of governmental immunity shall be, and it is hereby, invoked to the extent possible under the law. Neither Town nor District waives any immunity or defense that would otherwise be available to it against claims arising from the exercise of governmental powers and functions. X. Default ! Termination In the event that either party hereto breaches any term or condition of this Agreement, this Agreement may be terminated by the aggrieved party if such default is not cured within a period of one hundred eighty (180) days after receipt of written notice of default by the party allegedly in breach of its obligations hereunder. At the option of the aggrieved party, if such default is not cured within the one hundred eighty (180) day period, this Agreement shall immediately terminate without further notice, unless an extension is mutually agreed and approved by both Town and District. xI. Entire Agreement This Agreement represents the entire and integrated agreement between Town and District and supersedes all prior negotiations, representations, and/or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. xI1. Venue The laws of the State of Texas shall govern this Agreement and each of its terms and provisions, including but not limited to the rights and duties of the parties hereto, and exclusive venue shall be in Denton County, Texas. XIII. Severability In the event that any portion of this Agreement shall be found to be contrary to law, it is the intent of the parties hereto that the remaining portions shall remain valid and in full force and effect to the extent possible. 9 of 44 Page 6 of 12 July 30, 2020 Special Meeting Joint Session Agenda XIV. Non -Waiver All rights, remedies, and privileges permitted or available to either party under this Agreement or at law or equity shall be cumulative and not alternative, and election of any such right, remedy, or privilege shall not constitute a waiver or exclusive election of rights, remedies or privileges with respect to any other permitted or available right, remedy or privilege. Additionally, one instance of forbearance by the either party in the enforcement of any such right, remedy or privilege against the other party, shall not constitute a waiver of such right, remedy or privilege by the forbearing party. A default by either party under this Agreement shall not result in a forfeiture of any rights, remedies, or privileges under this Agreement by such defaulting party. XV. ANNUAL FINANCIAL AUDIT Town shall provide any documents requested by auditors of District no later than November 30 of each year. 10 of 44 Page 7 of 12 July 30, 2020 Special Meeting Joint Session Agenda Signature Authority The undersigned officer and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this agreement on behalf of the parties hereto and each party hereby certifies to the other that any necessary resolutions extending such authority have been duly passed and are now in full force and effect. EXECUTED in duplicate originals. The effective date of this Agreement shall be,n 1q, 2016. ATTEST: By: Name: Holly Fimbjes Title: Town Secretary / RM® -,UaRY 1 TOWN OT.317: TE S By: Name: C. Nick Sanders Title: Mayor ate: -1� n m ATTE By: Named /James Hase Title: V SecretaryfTreasurer TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 'i By: Ie Name: Kevin R. Carr Title: President Date: 11 of 44 Page 8of12 July 30, 2020 Special Meeting Joint Session Agenda ACKNOWLEDGEMENTS STATE OF TEXAS § § COUNTY OF DENTON § COUNTY OF TARRANT § This instrument was acknowledged before me on the I 1 day of ±-c,-n, 2016 by C. Nick Sanders, Mayor of the TOWN OF TROPHY CLUB, TEXAS, a home rule municipal corporation, on behalf of such corporation HOLLY FIMBRES Notary Public STATE OF TEXAS My Cam. 7/15+2019 STATE OF TEXAS § COUNTY OF DENTON § COUNTY OF TARRANT § Notary Publi in and for the State of Texas This instrument was acknowledged before me on the J ! day of V�kr , 2016 by Kevin Carr, President of the TROPHY CLUB MU 1CIPAL UTILITY DISTRICT NO. 1, district, on behalf of such corporation ,,,,,1 AAA,,, LAURIE SLAC HT Notasy Public. State of Texas ▪ Comm. Expires 01-19-2020 „.* 'AA111111��• Notary ID 128720534 1 1 _ 1 12 of 44 to OPP ,�• okary Public in and or State of Texas Page 9 of 12 FY Bond Payment July 30, 2020 Special Meeting Joint Session Agenda FY 21 Attachment "A" Trophy Club MUD - Fire Department Debt Reimburse Reserve ($933,700) * 2021 $ 129,185.00 $ 68,096.00 $ 197,281.00 $ 127,149.00 $ 324,430.00 2022 $ 130,665.00 $ 68,096.00 $ 198,761.00 $ 127,149.00 $ 325,910.00 2023 $ 129,170.00 $ 68,096.00 $ 197,266.00 $ 197,266.00 2024 $ 132,675.00 $ 68,096.00 $ 200,771.00 $ 200,771.00 2025 $ 131,115.00 $ 68,096.00 $ 199,211.00 $ 199,211.00 2026 $ 124,555.00 $ 68,096.00 $ 192,651.00 $ 192,651.00 2027 $ 128,060.00 $ 68,096.00 $ 196,156.00 $ 196,156.00 2028 $ 131,500.00 $ 68,096.00 $ 199,596.00 $ 199,596.00 2029 $ 129,875.00 $ 68,096.00 $ 197,971.00 $ 197,971.00 2030 $ 128,250.00 $ 68,096.00 $ 196,346.00 $ 196,346.00 2031 $ 126,625.00 $ 68,096.00 $ 194,721.00 $ 194,721.00 Total $ 1,421,675.00 $ 749,056.00 $ 2,170,731.00 $ 254,298.00 $ 2,425,029.00 Total Rent Ladder Truck Lease Total *Based on ave. rate of 1.3% for 11 years with unlimited refunding Series 2020 13 of 44 Page 10 of 12 July 30, 2020 Special Meeting Joint Session Agenda Attachment "B" Trophy Club Municipal Utility District No. 1 Fire Department Assets and Operator Practices Annual Audit Checklist 1. Standard Operating Procedures (SOP) — Meet or exceed all requirements of Town SOP's for Fire Department. 2. Annual Inspection of all Fire Department Vehicles: a. Ladder, Pumper and Brush Truck records of maintenance: including a full operational inspection once a year by a manufacturer approved facility (e.g. Pierce in Denton) 3. Hose annual pressure testing documentation as required by the National Fire Protection Association standards (NFPA). 4. Air Packs Self Contained Breathing Apparatus (SCBA) as required. Manufacturer guidelines of the National Fire Protection Association standards (NFPA). 5. Radio communications will be checked. and kept current with technology and operational requirements as appropriate 6. Training records including all certification documents required per local, state and federal and National Fire Protection Association standards 7. Meet or exceed all requirements of fire pian approved by the Texas Commission on Environmental Quality (TCEQ). 14 of 44 Page 11 of 12 FIRE D E PA RTIVI , T020 Special Meeting Joint Session Agenda Account Description FY 2018 FY 2019 FY 2020 FY 2021 Budget FY 2020 Actual Actual Adopted Proposed Change % Projected Revenues -Town 122-01-256-40004 122-01-256-40003 122-01-256-40015 122-01-256-41320 122-01-256-43400 122-01-256-44004 122-01-256-42500 Revenues -MUD 122-40001-000-000 122-40010-000-000 122-40011-000-000 122-40020-000-000 122-49000-000-000 122-49026-000-000 122-49035-000-000 122-49036-000-000 122-49900-000-000 Assessment - Emerg Svcs Emer Svcs Assessmen/Delinquent Property Taxes/Assessments P&I Fire Permits/Sprinkler & Plan Review Fire Inspections Denton/Tarrant Cty Pledge -Fire Grant Revenue 490,697 83,704 10,000 500,666 57,841 10,000 506,789 46,000 10,000 55,000 510,808 35,000 16,000 0.79% 512,258 -23.91% 47,476 60.00% 17,072 -100.00% 56,500 Assessment-Emerg Svcs Reimb from Town Property Taxes/MUD Fire Property Taxes/Fire-Delinquent Property Taxes/Fire P&I Capital Leases -Other Financial Sources Proceeds from Sale of Assets Prior Year Reserves GASB Reserves Miscellaneous Income Total Revenue 1,066,061 3,945 4,787 1,103, 690 3,166 5,126 1,214,230 1,246,881 135,611 1,659,193 1,816,100 1,832,019 1,808,689 2.69% 1,216,517 2,866 5,922 -1.27% 1,858,611 Expenses -Town 122-01-256-50100 122-01-256-50101 122-01-256-50130 122-01-256-50140 122-01-256-50160 122-01-256-51200 122-01-256-51210 122-01-256-51215 122-01-256-51216 122-01-256-51218 122-01-256-52220 122-01-256-52225 122-01-256-52250 122-01-256-52260 122-01-256-52290 122-01-256-53240 122-01-256-60100 122-01-256-60800 122-01-256-61150 122-01-256-63200 122-01-256-63250 122-01-256-63551 122-01-256-64000 122-01-256-64100 122-01-256-64300 122-01-256-64400 122-01-256-65200 122-01-256-65300 122-01-256-65350 122-01-256-66250 Salaries- Regular Salaries- Part Time Salaries- Overtime Salaries- Longevity Certification Pay Retirement Medical Insurance Dental Insurance Vision Insurance Life Insurance & Other Social Security Taxes Medicare Taxes Unemployment Taxes Workman's Compensation Physicals/Testing Tuition Reimbursement Professional Outside Services Software & Support Tax Adminstration Advertising Printing Schools & Training Electricity Water Telephone Communications/Mobiles Building Maintenance Vehicle Maintenance Equipment Maintenance Emergency Management 582,657 665,043 71,354 5,856 4,950 83,513 59,991 5,388 569 3,316 37,002 8,651 1,620 8,639 7,417 3,488 125 2,784 155 15,392 4,895 3,203 15,884 14,335 49,770 12,394 158 15 of 44 91,609 6,358 7,564 103,227 93,982 5,447 599 3,989 46,593 10,893 291 9,638 3,117 3,289 550 12,123 1,529 219 12,887 4,790 2,823 12,792 24,520 46,433 11,202 1,000 685,229 670,420 50,078 72,896 72,896 6,890 6,730 9,750 9,750 99,005 106,114 79,220 78,087 6,670 6,045 612 576 4,982 5,171 46,795 51,123 10,944 11,956 1,625 1,625 16,762 20,177 6,675 6,675 8,290 8,290 5,500 1,750 16,749 17,164 1,605 1,605 1,500 1,500 300 500 24,505 19,900 8,400 8,400 4,000 4,000 16,691 22,200 41,800 18,000 1,000 16,691 22,200 40,800 18,000 1,000 - 2.16% 0.00% 0.00% -2.32% 0.00% 7.18% - 1.43% -9.37% - 5.88% 3.79% 9.25% 9.25% 0.00% 20.37% 0.00% 0.00% -68.18% 2.48% - 0.03% 0.00% 66.67% -18.79% 0.00% 0.00% 0.00% 0.00% 0.00% -2.39% 0.00% 0.00% 685,229 72,896 6,890 9,750 99,005 79,220 6,670 612 4,982 46,795 10,944 1,625 16,762 6,675 8,290 5,500 16,749 1,605 1,500 300 24,505 8,400 4,000 16,691 22,200 41,800 18,000 1,000 FIRE D E PA RTIVI , T020 Special Meeting Joint Session Agenda Account Description FY 2018 FY 2019 FY 2020 FY 2021 Budget FY 2020 1,832,019 Actual Actual Adopted Proposed Change % Projected 122-01-256-66500 Dispatch- Denton County 3,045 3,706 3,986 3,946 -1.00% 3,986 122-01-256-68100 Dues & Memberships 19,601 19,616 20,337 20,337 0.00% 20,337 122-01-256-68190 Flags & Repair 1,000 9,441- Less: Capital Leases Principal - 0.00% - 122-01-256-68200 Travel & per diem 7,280 11,153 14,510 14,510 0.00% 14,510 122-01-256-70100 Office Supplies 289 317 300 500 66.67% 300 122-01-256-70200 Printer Supplies 1,041 1,020 1,400 1,400 0.00% 1,400 122-01-256-70300 Postage 53 82 100 100 0.00% 100 122-01-256-70400 Publications/Books/Subscrips 267 344 350 350 0.00% 350 122-01-256-71000 Fuel 9,082 10,611 12,215 12,215 0.00% 12,215 122-01-256-72100 Uniforms 6,338 5,787 7,145 9,645 34.99% 7,145 122-01-256-72300 Safety Equipment/Protective Clothing 25,217 31,343 27,700 27,700 0.00% 27,700 122-01-256-78400 Small Equipment 5,499 6,428 4,950 4,950 0.00% 4,950 122-01-256-78600 Hardware 914 3,268 4,458 4,458 0.00% 4,458 122-01-256-79100 Maintenance & Supplies 386 444 1,500 1,500 0.00% 1,500 122-01-256-79999 Miscellaneous Expense 3,246 3,949 4,000 4,000 0.00% 4,000 122-01-256-83700 Capital Outlays - - - - 0.00% - 122-01-256-87100 Programs & Special Projects 10,745 13,309 14,900 17,005 14.13% 14,900 Expenses -MUD 122-55080-045-000 Maintenance & Repairs (GASB34) 1,490 - - - 122-60030-045-000 Rent And/Or Usage 218,954 215,979 218,004 197,281 -9.51% 218,004 122-60055-045-000 Insurance 15,238 17,895 21,000 21,000 0.00% 19,961 122-60337-045-000 Transfer to Town/Fire Budget - - - - 122-69005-045-000 Capital Outlays - 64,482 48,000 - -100.00% 48,000 122-69008-045-000 Short Term Debt -Principal - - - - - 122-69009-045-000 Short Term Debt -Interest 14,768 11,958 9,078 6,127 -32.51% 9,078 122-69195-045-000 GASB34/Reserve for Replacement 81,420 81,420 81,420 81,420 0.00% 81,420 122-69305-045-000 Capital Leases Principal 112,381 115,190 118,070 121,022 2.50% 118,070 Total 1,541,761 1,810,249 1,832,019 1,808,689 -1.27% 1,830,979 Total Fire Revenues 1,659,193 1,816,100 1,832,019 1,808,689 -1.27% 1,858,611 Total Fire Expenses 1,541,761 1,810,249 1,832,019 1,808,689 -1.27% 1,830,979 Net Budget Surplus (Deficit) 117,432 5,851- - 27,632 Town/MUD Fire Contract Calculation FY 2020 FY 2021 Fire Budget 1,832,019 1,808,689 Less: Rent/Debt Service 218,004 197,281 Less: TML Fire Insurance 21,000 21,000 Less: Capital Outlays 48,000 - Less: Capital Leases Interest 9,078 6,127 Less: Capital Leases Principal 118,070 121,022 Less: GASB34/Reserve for Replacement 81,420 81,420 Less: ESD Assessment 506,789 510,808 Less: Fire Permits/Sprinkler 46,000 35,000 Less: Fire Inspections - - Less: Denton County Fire Pledge 10,000 16,000 Less: Grant Proceeds 55,000 - 122-60337-045-000 Transfer to Town from MUD/Fire Budget 718,657 820,031 Monthly payment to Town Oct -Sept 59,888 68,336 16 of 44 July 30, 2020 Special Meeting Joint Session Agenda 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 "Effective 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 "Party" 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". 17 cif 44 July 30, 2020 Special Meeting Joint Session Agenda (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 "B" (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". 18gf44 July 30, 2020 Special Meeting Joint Session Agenda 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. 19 1 44 July 30, 2020 Special Meeting Joint Session Agenda 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 20 4f 44 July 30, 2020 Special Meeting Joint Session Agenda 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 "Defaulting 21 144 July 30, 2020 Special Meeting Joint Session Agenda Party") 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 Party") 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. 22 6 44 July 30, 2020 Special Meeting Joint Session Agenda 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.- 23 lank: 23 of 44 July 30, 2020 Special Meeting Joint Session Agenda 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"). str ct Secretary DISTRICT: Trophy Club Municipal Utility District No. 1 By: t.c-T� Av Name: Steve Flynn Title: President, Board of Directors Date: July 21, 2020 TOWN: Town of Trophy Club, Texas By: Name: Title: Date: 8 24 of 44 July 30, 2020 Special Meeting Joint Session Agenda Exhibit "A" Aerial Depicting Annex Building 25 of 44 Legend drawG raph ics_poly User drawn polygons Exhibit A 26 of 44 0 N 0.01 0.02 mi Date: 7/2/2020 July 30, 2020 Special Meeting Joint Session Agenda Exhibit "B" Drawing Depicting District Access Corridor 27 of 44 Legend drawG raph ics_poly User drawn polygons Exhibit B 28 of 44 0 N 0.02 0.04 mi Date: 7/2/2020 July 30, 2020 Special Meeting Joint Session Agenda Exhibit "C" Aerial Identifying Maintenance Building 29 of 44 Legend drawG raph ics_poly User drawn polygons Exhibit C 30 of 44 0 N 0.02 0.04 mi Date: 7/7/2020 July 30, 2020 Special Meeting Joint Session Agenda Exhibit "D" Map Identifying Location of Junction Way Extension 31 of 44 Legend drawG raph ics_poly User drawn polygons Exhibit D 32 of 44 0 N 0.02 0.04 mi Date: 7/2/2020 July 30, 2020 Special Meeting Joint Session Agenda Exhibit "E" Form of Maintenance Building Lease 33 of 44 July 30, 2020 Special Meeting Joint Session Agenda 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. 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. 7. 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. 34 of 44 July 30, 2020 Special Meeting Joint Session Agenda 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. 8. 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. 9. 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 35 of 44 July 30, 2020 Special Meeting Joint Session Agenda 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. 36 of 44 July 30, 2020 Special Meeting Joint Session Agenda 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. 37 of 44 July 30, 2020 Special Meeting Joint Session Agenda 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: If to Tenant: Trophy Club Municipal Utility District No. 1 100 Municipal Drive Trophy Club, Texas 76262 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. 38 of 44 July 30, 2020 Special Meeting Joint Session Agenda 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. 39 of 44 July 30, 2020 Special Meeting Joint Session Agenda IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease on the date and the year first above written. ecr tart'✓ 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: Title: Date: 40 of 44 July 30, 2020 Special Meeting Joint Session Agenda Exhibit "A" Description of Premises 41 of 44 Legend drawG raph ics_poly User drawn polygons Exhibit A - Commercial Lease 42 of 44 0 N 0.02 0.04 mi Date: 7/7/2020 July 30, 2020 Special Meeting Joint Session Agenda Exhibit "F" Depiction of Wastewater Facility Tract 43 of 44 } w A July 30 Special Meeting'Jpint Session Agenda * 4 e 1 4 Legend drawG raph ics_poly User drawn polygons Exhibit F 44 of 44 0 0.02 mi N 1\v Date: 7/2/2020