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HomeMy WebLinkAbout2020-0720 Revised ILA Real Property MattersAGREEMENT 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". 1 (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. (0 "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". 2 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. 3 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 4 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 5 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. 6 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.- 7 lank: 7 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: Mk.C-� Name: Steve Flynn Title: President, Board of Directors Date: July 21, 2020 TOWN: Town of Trophy Club, Texas By: Name: Title: Date: 8 Exhibit "A" Aerial Depicting Annex Building Exhibit A Legend drawG raph ics_poly User drawn polygons 0 N 0.01 0.02 mi Date: 7/2/2020 Exhibit "B" Drawing Depicting District Access Corridor Exhibit B Legend drawG raph ics_poly User drawn polygons 0 N 0.02 0.04 mi Date: 7/2/2020 Exhibit "C" Aerial Identifying Maintenance Building Exhibit C Legend drawG raph ics_poly User drawn polygons 0 N 0.02 0.04 mi Date: 7/7/2020 Exhibit "D" Map Identifying Location of Junction Way Extension Exhibit D Legend drawG raph ics_poly User drawn polygons 0.02 o.oa 1 mi N Date: 7/2/2020 Exhibit "E" Form of Maintenance Building Lease 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. 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 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. 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. 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. 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. IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease on the date and the year first above written. 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: Exhibit "A" Description of Premises Legend drawG raph ics_poly User drawn polygons Exhibit A - Commercial Lease 0 0.02 mi N 0.04A Date: 7/7/2020 Exhibit "F" Depiction of Wastewater Facility Tract Exhibit F Legend drawG raph ics_poly User drawn polygons 0 0.02 mi N 1 \v Date: 7/2/2020