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EDC Agenda_2017_3_2_Meeting - FINAL
AGENDA ANNA ECONOMIC DEVELOPMENT CORPORATION Thursday, March 2, 2017 @ 5:00 PM ECONOMIC Anna City Hall, Council Chambers DEVELOPMENT CORPORPORATION oweY, 111 N. Powell Parkway, Anna, Texas 75409 The Anna Economic Development Corporation will conduct a meeting at 5:00 PM on March 2, 2017, at the Anna City Hall Administration Building, 111 N. Powell Parkway, to consider the following items: 1. Call to Order, Roll Call and Establishment of Quorum 2. Consider/Discuss/Action regarding accepting John Houcek's resignation from the board. 3. Consider/Discuss/Action regarding accepting Sherilyn Godfrey's resignation as secretary. 4. Consider/Discuss/Action electing/appointing a new secretary for the Anna Community Development Corporation. 5. Consider/Discuss/Action approving a resolution authorizing representatives from the EDC and the city to attend the annual ICSC RECon Conference from May 21- 24, 2017 at the Las Vegas convention center. 6. Consider/Discuss/Action adopting a resolution approving a lease agreement with Lisa Biddle Realty Group, LLC, for property at 312 North Powell Parkway. 7. Consider/Discuss/Action adopting a resolution authorizing the expenditure of funds to erect a monument sign at 312 North Powell Parkway. 8. CLOSED SESSION (EXECEPTIONS) a. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov't Code §551.072) b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071); C. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087); discuss property located at 312 North Powell Parkway. 9. Consider/Discuss/Action approving minutes from February 2, 2017. 10. Adjourn. This is to certify that I, Jessica Perkins, Chief Administrative Officer, posted this agenda at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at or before 5:00 p.m. on February 27, 2017. Jessica Perkins, Chief Administrative Officer IMPORTANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into closed session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. ADDITIONAL NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Economic Development Corporation. ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 2. EDC Agenda Staff Report Meeting Date: 3/2/2017 Staff Contact: Jessica Perkins Consider/Discuss/Action regarding accepting John HouceWs resignation from the board. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Description Upload Date Type John resignation 2/27/2017 Backup Material Jessica Perkins From: John Houcek <johnhoucek@yahoo.com> Sent" Thursday, February 02, 2017 2:53 PM To: Jessica Perkins Subject: Resignation Hello Jessica, After much soul searching and prayer, I have decided that because of philosophical differences between myself and you as to how the business of the Boards is conducted it is best that I resign from the Boards, effective immediately. I cannot, in good conscience, go along with the direction in which the Boards are being guided by staff. It also goes without saying that, over time, my health is becoming more and more of an issue. Right now, I have ingested pain pills to ward off the pain in my right foot (again), right shoulder, and lower back. Consequently, I will not be attending the meeting this evening. Sincerely, John Houcek ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 3. EDC Agenda Staff Report Meeting Date: 3/2/2017 Staff Contact: Jessica Perkins Consider/Discuss/Action regarding accepting Sherilyn Godfrey's resignation as secretary. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Description Upload Date Type sheri's resignation 2/27/2017 Backup Material Board Members, Please be advised that effective March 2017,1 will be resigning my position as secretary to the EDC and CDC Boards. It has been my pleasure to serve my community for the past ten years (as long as Jessica Perkins has worked for the City). in the beginning, I nominated myself to serve as secretary since no one else on the Board was interested in the position; and then continued to serve even after I was not re-elected to the Board by City Council. Throughout my lifetime, I have always found volunteer work to be most rewarding. I have had the privilege to learn much about the interrelationships of the City; and note how fortunate the City is to have the sales tax revenue to complete its economic and community projects. I am sure that I will be seeing you all around town from time to time. If called upon in the future, I will still be available to lend a helping hand. The best to you all personally and in your endeavors to serve your community. (Sheri)lyn Godfrey ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 4. EDC Agenda Staff Report Meeting Date: 3/2/2017 Staff Contact: Jessica Perkins Consider/Discuss/Action electing/appointing a new secretary for the Anna Community Development Corporation. SUMMARY: STAFF RECOMMENDATION: Staff recommends you appoint Lauretta Blacketter. ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 5. EDC Agenda Staff Report Meeting Date: 3/2/2017 Staff Contact: Jessica Perkins Consider/Discuss/Action approving a resolution authorizing representatives from the EDC and the city to attend the annual ICSC RECon Conference from May 21-24, 2017 at the Las Vegas convention center. SUMMARY: EDC staff is preparing to attend the Annual ReCON ICSC Conference in Las Vegas. The International Council of Shopping Centers (ICSC) is a well -respected association with which the EDC holds a membership. The EDC has sent representation to this event for several years and has seen positive relationships and retail growth from attending the event. EDC staff anticipates sending 3 representatives from May 21st- 24th with the average cost per person around $1500 - $1600. STAFF RECOMMENDATION: ATTACHMENTS: Description Resolution - ICSC travel ICSC Program Upload Date Type 2/22/2017 Resolution 2/22/2017 Backup Material ANNA ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF ANNA ECONOMIC DEVELOPMENT CORPORATION APPROVING BUSINESS TRAVEL WHEREAS, the Anna Economic Development Corporation ("EDC") has recognized the need to send representation from the EDC to the National ICSC conference in Las Vegas, NV and the surrounding area for the purpose of EDC-related business that will promote economic development in the City of Anna; and WHEREAS, the EDC desires to approve this resolution authorizing representatives from the EDC to attend the National ICSC conference and to make purchases for all necessary expenses for the purposes of EDC business; NOW THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT CORPORATION, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization to Attend Conference. The EDC hereby authorizes representative(s) from the EDC to attend and make purchases for all necessary expenses related to attending the 2017 National ICSC conference in Las Vegas, Nevada, and to receive reimbursement from the EDC for certain expenses in accordance with the applicable EDC bylaw provisions. PASSED AND APPROVED by the Economic Development Corporation of Anna, Texas this day of , 2017. ATTESTED: APPROVED: Constance Stump EDC President EDC Secretary EDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1 REcon SUNDAY I MAY 21 - PROFESSIONAL DEVELOPMENT DAY 9:30 am — 12:30 pm Professional Development Workshops 12:45 — 2:00 pm Opening Keynote Presentation and VIVA Awards Presentation 2:30 5:00 pm Professional Development Workshops 5:30 7:00 pm U.S. MAXI Awards Ceremony 5:30 9:00 pm ICSC Foundation Gala Dinner 7:30 9:30 pm Opening Reception at XS Nightclub at Encore MONDAY I MAY 22 8:00 am — 5:00 pm Leasing Mall/Marketplace Mall/SPREE RECon 9:30 am — 12:30 pm Conference Sessions and Professional Development Workshops 12:30 — 2:00 pm Lunch and Keynote Presentation 2:30 5:00 pm Conference Sessions and Professional Development Workshops TUESDAY I MAY 23 8:00 am — 5:00 pm Leasing Mall/Marketplace Mall/SPREE RECon 9:30 am — 12:30 pm Conference Sessions and Professional Development Workshops 12:30 — 2:00 pm Lunch and Keynote Presentation 2:30 — 5:00 pm Conference Sessions and Professional Development Workshops WEDNESDAY I MAY 24 8:00 am 2:00 pm Leasing Mall/Marketplace Mall/SPREE RECon All Conference Sessions, Professional Development Workshops and Keynote Presentations to be held in the Westgate Hotel. Schedule is tentative and subject to change. ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 6. EDC Agenda Staff Report Meeting Date: 3/2/2017 Staff Contact: Jessica Perkins Consider/Discuss/Action adopting a resolution approving a lease agreement with Lisa Biddle Realty Group, LLC, for property at 312 North Powell Parkway. SUMMARY: Staff has spent the last several months converting the Old Post Office space into Inc - Cube. Inc -Cube will be manage by Debra Pope and act as a small business incubator offering networking opportunities as well as affordable office space. Lisa Biddle Realty Group, LLC has agreed to the terms of the attached lease agreement. STAFF RECOMMENDATION: ATTACHMENTS: Description Upload Date Type Resolution - Lease Agreement Lisa Biddle 2/22/2017 Resolution Agreement - Lisa Biddle 2/22/2017 Staff Report ANNA ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA ECONOMIC DEVELOMENT CORPORATION APPROVING A LEASE AGREEMENT WITH LISA BIDDLE REALTY GROUP, LLP AND AUTHORIZING THE LEASE UNDER SAID AGREEMENT FOR PROPERTY LOCATED AT 312 NORTH POWELL PARKWAY WHEREAS, the EDC wishes to enter into a Lease Agreement with Lisa Biddle Realty Group, LLC, for property owned by the EDC located at 312 N Powell Parkway NOW, THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT CORPORATION THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval of Agreement The EDC hereby approves the Lease Agreement ("Agreement"), attached hereto as EXHIBIT A, incorporated herein for all purposes, and authorizes the EDC President to execute same on its behalf, subject to approval as to form by legal counsel for the EDC, final content by the EDC Chief Administrative Officer. PASSED AND APPROVED by the Anna Economic Development Corporation on this day of 2017. ATTEST: APPROVED: Constance Stump EDC President EDC Secretary EDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1 LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") is entered into by and between ANNA ECONOMIC DEVELOPMENT CORPORATION, a Type A corporation created pursuant to the Texas Development Corporation Act of 1979, as amended and codified ("Landlord") and Biddle Group, LLC, ("Tenant"). For valuable consideration the parties agree and act as follows: SECTION 1. Definitions. The following terms have the meanings set forth below: (a) Effective Date. The effective date of this Lease is the day of , 2017. (b) Landlord. The Anna Economic Development Corporation. (c) Leased Space. A certain portion, known as private office #1, (the "Leased Space") of the one-story building that is approximately 2,784 total square feet and nonexclusive use of the parking lot located on real property at 312 N. Powell Parkway, Anna, Texas 75409 (collectively, the "Premises") located in the City of Anna, Collin County, Texas, described in the legal description and survey attached hereto as Exhibit A and in the building floor plan and sketches attached hereto as Exhibit A-1, together with nonexclusive use of (i) any and all common improvements of the building and on the Premises now or hereafter situated on the Premises ('Improvements"), (ii) any and all appurtenances, easements and privileges pertaining to the Premises, the Improvements and/or the items listed in clauses (i) and (ii) above. Said Lease Space are those portions of the Premises marked building on the Premises as marked and labeled on Exhibit A-2 attached hereto. Notwithstanding any other provision of this Lease, the Common Area shall be shared with and used by any other tenant(s) leasing any space on the Premises. (d) Lease Year. Each 12-month period commencing on the first day of the first full month of the Term of this Lease following the Effective Date, or anniversary of such date, if this Lease is renewed under Section 2(c) below. (e) Permitees. All partners, officers, directors, employees, agents, contractors, customers, visitors and invitees of Tenant at the Leased Space. (f) Permitted Exceptions. The conditions, restrictions, easements and encumbrances, if any, affecting title to the Premises set forth in the title policy attached hereto as Exhibit B. (g) City Council. The City Council of the City of Anna, Texas. SECTION 2. Demise, Term. (a) Demise and Grant of Leased Space. Landlord hereby leases to Tenant and Tenant accepts from Landlord under the terms, provisions and conditions of this Lease the LEASE AGREEMENT PAGE 1 OF 14 Leased Space commencing on the Effective Date hereof and continuing until the expiration or earlier termination of the Term as hereinafter provided. (b) Term. The primary term ("Primary Term") of this Lease shall commence as of the Effective Date hereof, and shall expire on the last day of the twelfth full month following the Effective Date, subject to earlier termination as provided elsewhere in this Lease and to the Renewal Option described in Section 2(g) below. The Primary Term and any Renewal Term or extension thereof pursuant to Section 2(c) or 2(g) below is referred to in this Agreement as the "Term". (c) Renewal. This Lease shall automatically renew for 12-month periods beginning immediately after the end of each successive Lease Year —subject to earlier termination that may occur under the terms of this Lease —unless, subject to Tenant's Renewal Option in Section 2(g) below, either Landlord or Tenant delivers written notice, one to the other, at least 90 days in advance of the end of the current Lease Year, of the intent that this Lease be terminated, in which case this Lease shall terminate at the end of said Lease Year. (d) Quiet Enjoyment. Upon Tenant's payment of all Rent hereunder as same becomes due and observance and performance of all of the covenants, terms and conditions to be observed and performed by Tenant pursuant to this Lease, Tenant shall have throughout the Term, peaceful, quiet and undisturbed use and possession of the Leased Space and all rights and privileges appertaining thereto, subject to the terms, conditions and provisions of this Lease. (e) Landlord's Title, Subordination. Landlord covenants, represents and warrants to Tenant as follows: (1) Title. Landlord hereby represents and warrants that it owns good and indefeasible fee simple title in and to the Premises, subject only to the Permitted Exceptions, and has full right and authority to make this Lease. This Lease shall not be recorded. (2) No Actions. There are no actions, suits or proceedings pending or to the best of Landlord's knowledge, threatened against Landlord and affecting any portion of the Premises, at law or in equity, or before any federal, state, municipal or other governmental court, department, commission, board, bureau, agency or instrumentality, domestic or foreign. (3) Authority. The execution and consummation of this Lease by Landlord has been duly authorized and does not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, agreement, instrument or obligation to which Landlord is a party or by which the Premises or any portion thereof is bound. However, notwithstanding the foregoing or any term or provision of this Lease, and all rights and obligations of Landlord and Tenant hereunder are subject to and shall not be effective unless and until there has been formal approval by the City Council of this Lease at a duly noticed public meeting. LEASE AGREEMENT PAGE 2 OF 14 (f) Condition of Leased Space. TENANT ACKNOWLEDGES THAT TENANT HAS INSPECTED THE LEASED SPACE AND ACCEPTS THE LEASED SPACE AS STATED IN THE CERTIFICATION ATTACHED HERETO AS EXHIBIT C AND DELIVERED BY TENANT TO LANDLORD. FURTHER, IF AT ANY TIME THIS LEASE SHALL BE FOUND OR DECLARED NULL, VOID, ILLEGAL OR OTHERWISE INVALID FOR ANY REASON BY A COMPETENT COURT OR TRIBUNAL WITH PROPER JURISDICTION, TENANT EXPRESSLY COVENANTS AND WARRANTS THAT IT SHALL CEASE ALL OPERATIONS AND VACATE AND SURRENDER THE LEASED SPACE FORTHWITH IN ACCORDANCE WITH THE SURRENDER REQUIREMENTS UNDER SECTION 10(e) AND OTHER APPLICABLE PROVISIONS OF THIS LEASE AND AGREES THAT LANDLORD SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES CAUSED BY ANY SUCH FINDING OR DECLARATION OF NULLITY, VOIDNESS, ILLEGALITY OR INVALIDITY. (g) Tenant's Renewal Option. Tenant shall have the option (the "Renewal Option") to extend the Primary Term of this Lease upon the same terms, covenants and conditions as those contained in this Lease, for one (1) additional period of twelve (12) months (the "First Renewal Term"), which First Renewal Term shall commence on the date immediately succeeding the expiration of the Term of this Lease, provided that as of the expiration of the Term this Lease shall not have been previously terminated, and no Event of Default shall have been committed by Tenant and remain uncured after notice and the applicable cure period. Such Renewal Option may be exercised with respect to the entire Premises only and shall be exercisable by Tenant delivering the Renewal Notice to Landlord at least thirty (30) days prior to the expiration of the Term. The Tenant may exercise the First Renewal Option under this Section 2(g) only once to extend the Primary Term for twelve months. Any subsequent renewals shall be pursuant to Section 2(c) and not subject to this Section 2(g). (h) Reception Area and Conference Room. Tenant shall have use of the area on the Premises labeled "Reception Area" on Exhibit A-2; provided, however, that Tenant's use of the area shall be limited solely to entering and leaving the building that includes the Leased Space, said limited use to be extended to Tenant's customers, contractors and other authorized guests. The room labeled "Conference Room" on Exhibit A-2 is part of the Common Area and shall be shared with other tenants in accordance with this subsection. Use of the Conference Room shall be by reserving its use by providing all other tenants of the Premises with advance written notice at least 24 hours in advance of the time of such reservation. Reservations shall be scheduled in hourly periods. The notice that is made first in time shall control in the event of any conflict. Any dispute regarding the use of the conference room shall be submitted to the Landlord for final decision in Landlord's sole discretion. Landlord reserves the right to require certain procedures for scheduling use of the Conference Room and said procedures shall be deemed to be binding and material requirements under this Lease. LEASE AGREEMENT PAGE 3 OF 14 SECTION 3. Rent and Taxes. Tenant shall pay Landlord the following amounts: (a) Rent. Tenant shall pay $499 per month as rent ('Rent") for the area identified as "Leased Space" and "Common Area" on the attached Exhibit A-2 Premises, which shall be due within ten (10) business days of the first day of each month. (b) Taxes. Landlord and Tenant acknowledge and agree that to the extent this Lease results in any part of the Premises being subject to ad valorem taxes ("Taxes"), Tenant shall be liable to pay for any such Taxes as they become due and upon receipt of any tax statement or invoice for same, subject to the following. If during the Term of this Agreement, Taxes shall become due and owing concerning the Premises or any portion thereof, Tenant shall thereafter pay directly to the applicable taxing entity, if permitted by such taxing entity, or, in the alternative, to Landlord, the Taxes assessed against the Premises or any part thereof for any prior, current or subsequent Lease Year during any Term of the Lease. In such event, any such Taxes shall be paid prior to the delinquency date for such Taxes, but in no event earlier than ten days after written notice of the Tax due is delivered to Tenant, along with copies of statements of assessed value and tax statements applicable to each Lease Year to which such taxes apply. Tenant shall have the first and prior right to contest the amount or validity of the taxes pertaining to the Premises by appropriate administrative and legal proceedings brought either in its own name, Landlord's name, or jointly, as Tenant deems appropriate. Landlord shall reasonably cooperate with Tenant in its efforts to minimize the taxes to the lowest possible level but Landlord shall not be required to incur any cost or expense in connection therewith. Landlord shall from time -to -time execute and deliver to Tenant whatever documents may be reasonably required by governmental authorities to evidence Tenant's authority to contest taxes attributable to the Premises. Landlord will send Tenant copies of any assessed values and statements received by Landlord promptly upon receipt and Tenant shall have the right, at its own expense, in good faith, to contest any such values, Taxes or payments in lieu of taxes and permit the items so contested to remain unpaid during the period of contest and any appeal therefrom, provided that prior to the date the taxes would become delinquent, Tenant provides a bond or other security required by applicable law and otherwise reasonably satisfactory to Landlord in the full amount of the unpaid taxes, together with any penalties, interest or fees attributable thereto that are due or are reasonably anticipated to accrue between the date thereof and the date of final payment of the taxes. Tenant shall be solely responsible for any taxes due and owing with respect to Tenant's personal property. Landlord shall be responsible for payment of any and all taxes attributable to any income of Landlord related to the Premises. SECTION 4. Improvements, Signs, Additions and Repairs. (a) Delivery of Leased Space. Landlord shall deliver exclusive possession of the Leased Space to Tenant upon the Effective Date, with renovations completed, suitable for commercial office use, empty, broom clean, and with working HVAC, subject only to the provisions and terms of this Lease and the Permitted Exceptions. LEASE AGREEMENT PAGE 4 OF 14 (b) Alterations and Improvements. With the exception of signs erected in conformance with applicable laws and ordinances, and construction of Improvements as approved in writing by Landlord, approval not to be unreasonably withheld, and, if required under City ordinance(s), set forth on one or more site plans submitted to and formally approved by the City Council during a duly posted meeting, and constructed in accordance with construction plans submitted to and approved in writing by the City or City staff, Tenant may not at any time construct, alter, change, and/or demolish any signs or Improvements now or hereafter situated on the Premises. If any such construction by Tenant is at any time approved: (1) All such work shall be performed in a good and workmanlike manner, in accordance with accepted standards of engineering and architecture, if applicable, and in accordance with local, state and federal law, including but not limited to the Americans with Disabilities Act; (2) Such construction, alteration, additions, changes or demolishment shall be in compliance with all applicable building codes, zoning, rules, regulations and ordinances affecting construction of such alterations, additions, and changes and shall be commenced only after Tenant has been duly granted all applicable permits for same; and (3) At Landlord's election, Landlord may serve as the general contractor for the construction of the Tenant Improvements. In such event, Landlord and Tenant shall enter into a construction contract on terms and conditions mutually acceptable to each of them pursuant to which Landlord agrees to construct the Tenant Improvements, Tenant agrees to pay all third -party costs approved by Tenant with respect to such construction with no additional costs to be charged to Landlord and with reasonable fees being payable by Tenant to Landlord for its services as general contractor, and Tenant agrees to indemnify, defend (using counsel acceptable to Landlord in its reasonable discretion), and hold harmless Landlord from and against any liability, damages and third -party costs it may incur as a result of its so acting as the general contractor for the Tenant Improvements. (c) No Mechanic's Liens. Tenant shall not permit any mechanic's or materialman's liens to be filed against Landlord's interest in the Premises arising out of the Tenant Improvements (unless the same are fully bonded so as to cause same to be removed in accordance with applicable law), and Tenant shall indemnify, defend (using counsel acceptable to Landlord in its reasonable discretion), and hold harmless Landlord from and against any costs, liability or expense, including attorney fees, attributable to any such liens. Tenant's obligations under this Section 4(c) shall expressly survive the expiration or earlier termination of this Lease. (d) Environmental. Tenant will conduct its business in a lawful manner and will not make or permit any unlawful use of the Leased Space. Tenant will, at its own expense, promptly comply with all laws, regulations, and ordinances affecting the Leased Space and the cleanliness, safety, occupancy, and use thereof. TENANT SHALL INDEMNIFY, DEFEND (USING COUNSEL ACCEPTABLE TO LANDLORD IN ITS REASONABLE DISCRETION) AND HOLD HARMLESS LANDLORD FROM AND AGAINST ANY COST, LEASE AGREEMENT PAGE 5 OF 14 LIABILITY OR EXPENSE ARISING OUT OF OR ATTRIBUTABLE TO ANY CLAIMS, DEMANDS, CAUSES OF ACTION, FINES, PENALTIES, LIABILITY OR EXPENSES (INCLUDING ATTORNEY FEES AND COURT COSTS) ARISING OUT OF OR RELATED TO THE EXISTENCE, REMOVAL OR DISPOSAL OF ANY TOXIC OR HAZARDOUS SUBSTANCES OR MATERIALS WITHIN OR UPON THE LEASED SPACE CAUSED BY TENANT, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES DURING THE TERM OF THIS LEASE FOLLOWING THE EFFECTIVE DATE. FOR PURPOSES HEREOF, THE PHRASE "TOXIC OR HAZARDOUS SUBSTANCES OR MATERIALS" SHALL INCLUDE ITEMS COVERED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, 42 U.S.C. §§9601-75(1986), AS AMENDED BY THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, PUB. L. NO. 99-499, 100 STAT. 1613 (1986) ("CERCLA"), THE TOXIC SUBSTANCES CONTROL ACT, 15 U.S.C. §2601 ET SEQ., THE CLEAN WATER ACT, 33 U.S.C. §1251 ET SEQ., THE SAFE DRINKING WATER ACT, 42 U.S.C. §§300(f)-300(j), AND OTHER FEDERAL, STATE AND LOCAL LAWS NOW OR HEREAFTER IN EFFECT GOVERNING THE EXISTENCE, REMOVAL OR DISPOSAL OF TOXIC OR HAZARDOUS SUBSTANCES OR MATERIALS. Tenant's obligations under this Section 4(d) shall expressly survive the expiration or earlier termination of this Lease. (e) Repairs. Landlord shall, at its sole cost and expense, perform all repairs and preventative maintenance necessary to maintain the Leased Space in good condition and repair, including but not limited to the HVAC system, roof, structural portions, foundation, exterior portions, windows, interior and exterior walls and moldings, floors, doors, carpeting, attached light fixtures, plumbing, electrical wiring, switches and circuitry, exterior grounds and parking areas, all to be repaired and maintained in a condition suitable for commercial office use, and keep the Leased Space in compliance with applicable law throughout the Term. Tenant is otherwise responsible for maintaining the interior of the Leased Space in good condition, reasonable wear and tear excepted. The foregoing shall not in any way impair or limit Tenant's right to make alterations or additions to the Leased Space as set forth in Section 4(1?) above. Landlord may charge Tenant for reasonable third party charges for repair of damage to the Leased Space, other than ordinary wear and tear, caused by Tenant's negligence, willful misconduct or breach of this Lease Agreement. (f) Tenant's Fixtures. Tenant may install in or upon the Leased Space such trade fixtures and equipment as Tenant deems desirable, provided that Tenant does so in accordance with a written plan demonstrating the size and configuration of such fixtures and equipment upon the Leased Space, with said written plan having been approved in advance by Landlord in writing, said approval not to be unreasonably withheld. All of said items shall remain Tenant's property whether or not affixed or attached to the Leased Space. Tenant may remove such items from the Leased Space at any time during the Term. (g) Platting, Site Plans, Approvals. Landlord and Tenant acknowledge that it may be necessary, from time -to -time, for Landlord or Tenant to seek governmental approvals with respect to platting, zoning, site plans, permitting and/or obtaining other permits in connection with its use and occupancy of the Leased Space for the uses permitted hereby (collectively, "Approvals"). Landlord agrees to reasonably cooperate with Tenant with LEASE AGREEMENT PAGE 6 OF 14 respect to its obtaining the Approvals and to execute such documents as may be required of the owner of fee title to the Leased Space in order for Tenant to obtain the Approvals, provided that Landlord shall not incur any costs or liabilities in connection therewith, and Landlord does not guarantee or make any representations with regard to Tenant's ability to actually obtain the Approvals. Tenant expressly understands and agrees that approval by the City Council of this Lease does not constitute the City Council's granting of an Approval and does not bind the City Council to grant or approve any other Approvals. SECTION S. Utilities. Landlord shall at its own expense arrange with the appropriate utility suppliers for services to the Leased Space, pay all connection, meter and service charges required to connect utilities to the Leased Space, and pay such utility suppliers directly for such services; and Tenant shall accept Landlord's reasonable and customary arrangement for the provision of utilities to the Leased Space suitable for commercial office use. SECTION 6. Use, Transfers, or Assignments. (a) Tenant's Use. Except as prohibited or restricted by the Permitted Exceptions, Tenant may use the Leased Space for any lawful purpose, including commercial office use, provided that such purpose is otherwise in conformity with all applicable site plans, zoning, and Approvals, and other restrictions set forth in this Lease and which may otherwise apply to the Leased Space. Landlord represents that the Leased Space are zoned and otherwise appropriate for commercial office use. (b) Assignment, Subletting. Tenant shall not assign all or any part of this Lease or sublet all or any part of the Leased Space without Landlord's written consent, which shall not be unreasonably withheld. In the case of any assignment or sublease permitted by Landlord, Tenant shall not be released from liability under this Lease. All assignments and subleases must be in writing and must be binding on Tenant and the assignee or subtenant. No assignment or sublease may become effective before Landlord has approved in writing the terms of such written assignment or sublease. SECTION 7. Indemnification, Insurance. (a) Indemnification. IN ADDITION TO ANY OTHER PROVISIONS OF THIS LEASE, TENANT SHALL INDEMNIFY, HOLD HARMLESS, AND, AT LANDLORD'S OPTION, DEFEND (USING COUNSEL ACCEPTABLE TO LANDLORD IN ITS REASONABLE DISCRETION) LANDLORD AND ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL LIABILITY, LIENS, CLAIMS, DEMANDS, DAMAGES, EXPENSES, FEES, COSTS, REASONABLE ATTORNEY FEES AND LITIGATION COSTS, FINES, PENALTIES, SUITS, PROCEEDINGS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY KIND AND NATURE ARISING OUT OF TENANT'S USE, OCCUPANCY, CONSTRUCTION, MANAGEMENT OR CONTROL OF THE LEASED SPACE, IMPROVEMENTS OR TENANT'S OPERATIONS, CONDUCT OR ACTIVITIES, UNLESS AND TO THE EXTENT THE SAME IS DUE TO THE GROSS NEGLIGENCE OR INTENTIONAL ACTS OR OMISSIONS OF LANDLORD, ITS AGENTS, EMPLOYEES OR CONTRACTORS. TENANT'S OBLIGATIONS UNDER THIS SECTION 7(a) SHALL SURVIVE THE EXPIRATION OR EARLIER LEASE AGREEMENT PAGE 7 OF 14 TERMINATION OF THE LEASE TERM. THE FOREGOING INDEMNIFICATIONS ARE EXPRESSLY INTENDED AND SHALL OPERATE TO PROTECT AND INURE TO THE BENEFIT OF THE INDEMNIFIED PARTIES EVEN IF SOME OR ALL OF LIABILITIES ARE ALLEGED OR PROVEN TO HAVE BEEN CAUSED BY THE NEGLIGENCE OR STRICT LIABILITY OF ANY ONE OR MORE OF THE INDEMNIFIED PARTIES. (b) Tenant's Insurance. Tenant shall, at its expense, obtain comprehensive general liability insurance against all claims on account of bodily injury, personal injury or property damage, for which Tenant may, as a result of its business operations or other use of the Leased Space, become liable, with limits of not less than (1) $1,000,000.00 for bodily injury to or death of any one person, (2) $2,000,000.00 for any one occurrence for bodily injury to or death of one or more persons arising out of any one occurrence, and (3) $1,000,000.00 per occurrence with respect to any property damage; with a $5,000,000.00 umbrella policy in addition to the foregoing policies. All polices of insurance to be maintained by Tenant hereunder may be maintained by way of "blanket policies" insuring the Leased Space and other premises and/or property owned or operated by Tenant or its Affiliates, and shall be subject to such self -insured retention as may be included in Tenant's policies, all in accordance with Texas law. (c) Workers Compensation. Tenant shall maintain workers compensation or similar insurance affording not less than Texas statutory coverage minimums and providing not less than statutory limits or benefits for all employees of Tenant employed at the Leased Space. (d) Scope. Each insurance or risk policy to be provided by Tenant hereunder shall name Landlord or its designee as additional insured and shall also contain a provision whereby the insurer agrees that such policy shall not be cancelled except after 30 days' written notice to Landlord or its designee. The insurance policies or duly executed certificates thereof, together with satisfactory evidence that the premium has been paid, shall be provided to Landlord on or before the Effective Date of this Lease; and, thereafter, evidence of continuing insurance and premium payment shall be delivered to Landlord not less than 30 days prior to the expiration of each policy required to be in force hereunder. If Tenant fails to maintain the required insurance or to deliver evidence of same, Landlord may, but shall not be obligated to, obtain such insurance and be reimbursed by Tenant upon demand. (e) Waiver of Subrogation. Landlord shall not be liable by way of subrogation or otherwise to Tenant or to any insurance company insuring Tenant for any loss or damage to any of the property of the Landlord or Tenant covered by insurance even though such loss or damage might have been occasioned by the negligence of: (1) Landlord or its officers, directors, employees, agents, contractors, customers, or visitors and invitees of Landlord at the Premises; or (2) Tenant or its Permittees. This waiver shall be in effect only so long as the applicable insurance policies shall contain a clause or endorsement to the effect that the waiver shall not affect the right of the insured to recover under such policies. Tenant shall use its best efforts, including payment of any additional premium, to have its insurance policies contain the standard waiver of subrogation clause. In the event LEASE AGREEMENT PAGE 8 OF 14 Tenant's insurance carrier declines to include in such carrier's policies a standard waiver of subrogation clause, Tenant shall promptly notify Landlord. SECTION S. Destruction, Condemnation. (a) Destruction. (1) Cancellation. Subject to subsection (2), below, if any portion of the Improvements situated on the Leased Space shall be damaged or destroyed to the extent that Tenant can no longer peaceably enjoy the Leased Space after Landlord has had at least 30 days after written notice from Tenant to cure any such damage or destruction, then this Lease shall terminate at Tenant's sole option and discretion indicated by written notice from Tenant within 30 days following such damage or destruction. (2) Restoration. In the event of damage or destruction not caused by Tenant's or Landlord's intentional misconduct or breach of this Agreement, and in the event Tenant has elected not to terminate the lease, Landlord shall, at its sole discretion: (1) remove any debris and cause the Leased Space to be repaired or restored as Tenant may deem necessary or desirable, but in any event the Leased Space shall be repaired or restored by Landlord to a safe and sightly condition in compliance with all applicable laws; or (2) terminate this Lease as indicated by written notice from Landlord within 30 days following such damage or destruction. (3) Insurance Proceeds. Subject to any contrary provision of Section 7 above, all of Tenant's insurance proceeds, if any, payable with respect to damage or destruction of the improvements situated on the Leased Space shall be retained by and be the property of Tenant. (b) Condemnation. (1) Taking of Parking or Access. In the event of a taking by the power of eminent domain or conveyance in lieu thereof ("Taking") of the whole or any part of the Premises, this Lease shall terminate. (2) Awards. All compensation awarded for any Taking of the Leased Space (other than a Taking initiated or consummated by the City of Anna, Texas), including any interest of Landlord or Tenant therein, shall be the property of Landlord, and Tenant hereby assigns to Landlord all of Tenant's rights, title and interest in and to any and all such compensation. SECTION 9. Default. (a) Events of Default. The following are events of default ("Events of Default"): (1) Obligations. Either party ("Defaulting Party") fails to perform any obligation, covenant or condition or to comply with any provisions of the Lease and such failure continues for 30 days after written notice from the other party ("Non -Defaulting Party"), unless said default requires more than 30 days to cure and the Defaulting Party LEASE AGREEMENT PAGE 9 OF 14 commences a cure within 30 days after written notice and thereafter maintains a diligent effort to complete the cure. (2) Bankruptcy. Either party files in any court pursuant to any statute a petition in bankruptcy or insolvency or for reorganization or arrangement or makes an assignment for the benefit of creditors or any such petition is filed against a party and a receiver or trustee of all or any portion of that party's property is appointed and such proceeding is not dismissed or the trusteeship discontinued within 90 days after such appointment. (b) Remedies. Upon the occurrence of an Event of Default by either party, the Non -Defaulting Party shall have the right to terminate this Lease due to the other's default and has the additional right to pursue a cause of action at law or in equity. In the event of early termination as a remedy to default, Tenant shall be liable to Landlord for a prorated portion of the rent and any utility amounts that would normally be due up and until the date that Tenant surrenders the Leased Space in accordance with this Lease, subject to offset for any damages at law or in equity. SECTION 10. General Provisions. (a) Notice. "Notice" shall mean any notice, notification, consent, approval, request, designation, submission, specification, election or other communication required or permitted under this Lease. All Notices shall be in writing and shall be deemed to have been given and received the earlier of (1) the date the Notice is delivered by one party to the other party personally or delivered to the party's address by a party or by a delivery service which records delivery dates, or (2) three days after the Notice is placed in the mail addressed to the other party at the party's address, properly stamped, certified or registered mail, return receipt requested. A party's address shall be as follows or as set forth in a written Notice to the other party: Landlord: Chief Administrative Officer Anna Economic Development Corporation 111 N. Powell Parkway Anna, Texas 75409 Fax: 972-924-2620 With a copy to: Clark McCoy Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 205 Frisco, Texas 75034 Fax: 972-712-3540 Tenant: Biddle Group, LLC. Lisa Biddle Anna, Texas 75409 LEASE AGREEMENT PAGE 10 OF 14 (b) Entire Agreement. This Lease embodies the entire agreement and understanding between the parties as to the lease of the Leased Space by Tenant and supersedes all prior negotiations, agreements and understandings pertaining to such lease. Any provision of this Lease may be modified, waived or discharged only by an instrument in writing signed by the party against which enforcement of such modification, waiver or discharge is sought. This Lease is not intended to be nor shall it be construed as a service contract or contract for the sale of goods by Tenant to Landlord. Landlord does not by entering into this Lease waive any immunities it may have under common law or statute. Any previous lease between Landlord and Tenant for any part of the Premises is hereby extinguished and terminated. (c) Commission. Tenant and Landlord hereby represent to each other that neither has entered into any agreement or understanding that would give rise to a real estate commission being owed in connection with this Lease, and each of Landlord and Tenant shall indemnify and hold the other harmless against any commission, payment, interest or participation claimed on account of this Lease with any party under any alleged agreement or understanding entered into on that party's behalf with the person or entity claiming the commission, payment, interest or participation. (d) Force Majeure. Each party shall be excused from performing an obligation or undertaking provided for in this Lease for so long as such performance is prevented, delayed, retarded or hindered by an Act of God, fire, earthquake, flood, explosion, action of the elements, war, invasion, insurrection, riot, mob violence, sabotage, strike, lockout, action of labor unions, requisitions, laws, or orders of government or civil or military authorities. (e) Surrender. Upon the expiration of the Term or earlier termination of this Lease, Tenant shall surrender the Leased Space to Landlord. Tenant shall remove all Personal Property, which are not fixtures (other than fixtures installed by Tenant pursuant to Section 4(f) above, which Tenant may remove at Tenant's expense), and shall return any area altered by Tenant for use into its previous condition, subject to Landlord's election to allow any specific items to remain "as is," which election Tenant may secure only in writing from Landlord. All other installations or improvements, including all infrastructure, structures, buildings, HVAC equipment, paneling, decorating, partitions, railings, mezzanine floors, and galleries made by either party shall be and become upon installation, the property of Landlord and shall be surrendered with the Leased Space at the expiration or termination of this Lease unless Landlord notifies Tenant to the contrary in writing, in which event Tenant may remove such property at its expense. Any property not promptly removed by Tenant under the provisions of this subsection may, at Landlord's option, be deemed to have been abandoned by Tenant and may be retained by Landlord without any claim by Tenant. Tenant shall in any event repair any damage to the Leased Space caused by Tenant's removal of any property. (f) Applicable Law, Construction. The laws of the State of Texas shall govern the validity, performance and enforcement of this Lease. The invalidity or unenforceability of any provision of this Lease shall not affect or impair any other provision. If any provision of this Lease is capable of two constructions, one of which would render the provision LEASE AGREEMENT PAGE 11 OF 14 invalid and the other of which would make the provision valid, the provision shall have the meaning which renders it valid. The submission of this document for examination does not constitute an offer to lease, this document being effective only upon the conditions stated herein. (g) Time of the Essence. Time is of the essence with respect to each provision, term and covenant of this Lease. (h) Captions. The captions are for convenience and do not limit or define the provisions of this Lease. (i) Gender, Number. Whenever the sense of this Lease requires it, the use of (1) singular number shall be deemed to include the plural, (2) the masculine gender shall be deemed to include the feminine or neuter gender, and (3) the neuter gender shall be deemed to include the masculine and feminine gender. (j) Counterparts. This Lease may be executed in multiple counterparts, each of which shall be an original, but all of which shall constitute one instrument. (k) Contract Interpretation. This Lease is the result of negotiation between the parties, and shall, in the event of any dispute over the meaning or application of any portion thereof, be interpreted fairly and reasonably, and not to be more strictly construed against one party than another, regardless of which party originally drafted the language in dispute. (1) No Joint Venture. It is acknowledged and agreed by the parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture among the parties. (m) Binding Effect. All provisions of this Lease shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. SIGNATURE PAGES FOLLOW. LEASE AGREEMENT PAGE 12 OF 14 SIGNATURES: LANDLORD: ANNA ECONOMIC DEVELOPMENT CORPORATION By: Name: Constance Stump, its President STATE OF TEXAS § COUNTY OF COLLIN § This instrument was acknowledged before me on the _ day of , 2017, by Constance Stump, President of Anna Economic Development Corporation, a Type A corporation created pursuant to the Texas Development Corporation Act of 1979, as amended and codified, on behalf of said Type A corporation. Notary Public/State of Texas LEASE AGREEMENT PAGE 13 OF 14 TENANT: Biddle Group, LLC M Lisa Biddle, its President STATE OF TEXAS § COUNTY OF COLLIN § by This instrument was acknowledged before me on the _ day of , 2017, Notary Public/State of Texas LEASE AGREEMENT PAGE 14 OF 14 EXHIBITS Exhibit A - Legal Description and Survey of Premises Exhibit A-1 - Building Floor Plan and Sketches Exhibit A-2 - Building Floor Plan Showing Leased Space and Common Areas Exhibit B - Permitted Exceptions as shown in Title Policy Exhibit C - Tenant's As -Is Certificate and Agreement EXHIBIT A LEGAL DESCRIPTION AND SURVEY OF PREMISES LEGAL DESCRIPTION BEING a tract of land situated in the Henry Brantley Survey, Abstract No. 71, City of Anna, Collin County, Texas, and being all of a 0.359 acre tract as conveyed to Russell Lambert and wife Carolyn Lambert and recorded in Volume 4624, Page 1949, Deed Records of Collin County, Texas and being more particularly described by metes and bounds as follows: BEGINNING at a capped 1/2" iron rod set for corner at the intersection of the east Right Of Way line of Powell Parkway / State Highway No. 5 (80' ROW) and the South Right Of Way line of lst Street (80' ROW); THENCE S 88010'55" E following the south ROW line of 1st Street a distance of 125.04' to a capped 1/2" iron rod set for corner; THENCE S 00025116" W a distance of 125.04' to a capped 1/2" iron rod set for corner; THENCE N 88010'55" W a distance of 125.04' to a capped 1/2" iron rod set for corner in the east ROW line of Powell Parkway / S.H. No. 5; THENCE N 00025'16" E following the east ROW line of Powell Parkway / S.H. No. 5 a distance of 125.04' to the POINT OF BEGINNING and containing 15,630 square feet or 0.359 acres of land. SURVEY (see attached) EXHIBIT A-1 L-- BUILDING FLOOR PLAN AND SKETCHES-1 BUILDING FLOOR PLAN AND SKETCHES-2 BUILDING FLOOR PLAN AND SKETCHES-3 U V: I I HVAC server :.........: room _.. :. ......... Kitchen bath Common Area bath --J - Biddle Group, LLC Cubicles o 6E:) a� U cc:C C Image ° U Vision ---------------- 0 0 a Reception I I I I LILLL11� I I I I I I L —L EXHIBIT B TITLE POLICY AND PERMITTED EXCEPTIONS Any and all easements and encumbrances of any kind recorded in the Collin County, Texas land records pertaining to the Premises or granted or conveyed by Landlord in accordance with applicable provisions of the Lease. EXHIBIT C TENANT'S CERTIFICATE AND AGREEMENT THIS TENANT'S AS -IS CERTIFICATE AND AGREEMENT (this "Agreement"), is made as the day of , 2016 by ANNA ECONOMIC DEVELOPMENT CORPORATION, a Type A corporation created pursuant to the Texas Development Corporation Act of 1979, as amended and codified ("Landlord") and Biddle Group, LLC. ("Tenant"). RECITALS WHEREAS, pursuant to the terms of that certain Lease Agreement, effective as the day of , 2017, by and between Landlord and Tenant (as the same may have been amended or modified, the "Lease"), Landlord agreed to lease to Tenant, inter alia, that certain Premises legally described on Exhibit A attached thereto and incorporated herein by this reference, the improvements located thereon and certain rights appurtenant thereto, all as more particularly described in the Lease. Initially capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Lease; and WHEREAS, the Lease requires, inter alia, that, as a condition precedent to Landlord's obligations under the Lease, Tenant shall execute and deliver this Agreement to Landlord at Closing. NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tenant hereby certifies and agrees as follows: 1. For purposes of this Agreement, the following terms shall have the following meanings: "Assumed Liabilities" shall mean any and all Liabilities attributable to the physical condition of the Leased Space, other than latent defects or conditions unknown to Tenant at the Effective Date, or conditions giving rise to work or repairs agreed to be done by Landlord, arising on or after the date hereof and attributable to events or circumstances which may hereafter occur, including, without limitation, (a) all Liabilities with respect to the condition of the Leased Space for which Tenant is to be responsible for repairs or maintenance under this Lease; (b) all Liabilities relating to the release of or the presence, discovery or removal of any Hazardous Materials caused by Tenant in, at, about or under the Leased Space, or for, connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by SARA (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other Federal, State or municipal -based statutory or regulatory causes of action for environmental contamination at, in, about or under the Leased Space to the extent that any of the TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 1 OF 7 foregoing causes of actions or claims arise from or relate to any environmental contamination or violation of Environmental Laws caused or committed by Tenant during Tenant's occupancy of the Leased Space; and (c) any tort claims made or brought with respect to the Leased Space arising out of the use or operation thereof by Tenant or its invitees and not arising from Landlord's breach of its obligations under this Lease or with respect to the Leased Space. Notwithstanding the foregoing, however, "Assumed Liabilities" shall not include any Liabilities arising out of or in connection with: (i) any claims made or causes of action brought by any governmental authority as a result of any violations of any applicable laws that were caused by Landlord or by persons other than Tenant, or its invitees during the Lease term, during the time that Landlord owned title to the Premises; and/or (ii) any and all Liabilities relating to the release of or the presence, discovery or removal of any Hazardous Materials introduced or installed by Landlord or by persons other than Tenant, or its invitees during the Lease term, during or prior to Landlord's period of ownership of the Premises to, in, at, about or under the Leased Space, or for, connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by SARA (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other Federal, State or municipal -based statutory or regulatory causes of action for environmental contamination (collectively "Environmental Laws") at, in, about or under the Leased Space to the extent that any of the foregoing causes of actions or claims arise from or relate to any environmental contamination or violation of Environmental Laws caused by Landlord, or any person other than Tenant or its invitees, during or prior to Landlord's period of ownership of the Premises. (iii)any and all Liabilities relating to, arising from or based upon latent defects, or conditions giving rise to work required to be done by Landlord under the Lease. The items listed in clauses (i)-(iii) above are referred to collectively as the "Excluded Liabilities". "Tenant's Representatives" shall mean Tenant and any officers, directors and senior employees of Tenant involved with the negotiation of the Lease. "deemed to know" (or words of similar import) shall have the following meaning: (a) Tenant shall be "deemed to know" of the existence of a fact or circumstance to the extent that: TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 2 OF 7 (i) any Tenant's Representative has actual knowledge of such fact or circumstance, or (ii) such fact or circumstance is disclosed by the Lease, or any other Document' delivered to any of Tenant's Representatives. (b)Tenant shall be "deemed to know" that any of Landlord's warranties or representations is untrue, inaccurate or incorrect to the extent that: (i) any Tenant's Representative has actual knowledge of information which is inconsistent with any of Landlord's Warranties, or (ii) the Lease or any Document contains information, which is inconsistent with any of Landlord's warranties or representations. "Documents" shall mean the documents and instruments applicable to the Leased Space or any portion thereof that any of the Landlord Parties deliver or make available to any Tenant's Representative prior to the date hereof or which are otherwise obtained by any Tenant's Representative prior to the date hereof, including, but not limited to, the Title Commitment, the Survey, the Title Documents, and the Leased Space Documents. "Due Diligence" shall mean examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations with respect to the Premises or Leased Space, the Documents, and other information and documents regarding the Premises or Leased Space, including, without limitation the physical condition of the Premises or Leased Space. "Hazardous Materials" shall mean any substance, chemical, waste or material that is or becomes regulated by any Federal, State or local governmental authority because of its toxicity, infectiousness, radioactivity, explosiveness, ignitability, corrosiveness or reactivity, including, without limitation, asbestos or any substance containing more than 0.1 percent asbestos, the group of compounds known as polychlorinated biphenyls, flammable explosives, oil, petroleum or any refined petroleum product. "Liabilities" shall mean, collectively, any and all losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever. "Leased Space Documents" shall mean, collectively, any documents or instruments which constitute, evidence or create or relate to any portion of the Leased Space. Tenant is deemed to have knowledge if any fact or circumstance is disclosed by any Documents (a broadly defined term) delivered or made available to Tenant, whether or not Tenant has actual conscious awareness of a particular fact. TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 3 OF 7 "Landlord Parties" shall mean and include, collectively, (a) Landlord; (b) its legal counsel; and (c) any third -party consultants engaged by Landlord to evaluate the feasibility of the Lease. 2. Tenant acknowledges and agrees that, prior to the date hereof: (a) Landlord has made available to Tenant, or otherwise allowed Tenant access to, the Leased Space; (b) Tenant has conducted (or has waived its right to conduct) all Due Diligence as Tenant considered necessary or appropriate; (c) Tenant has reviewed, examined, evaluated and verified the results of its Due Diligence to the extent it deems necessary or appropriate with the assistance of such experts as Tenant deemed appropriate; and (d) except for, and only to the extent of, Landlord's warranties and representations contained in the Lease, is acquiring the Leased Space based exclusively upon its own Due Diligence. 3. Tenant acknowledges and agrees that, except for, and only to the extent of, Landlord's warranties and representations under the Lease: (a) The Leased Space is being demised, and Tenant is accepting possession of the Leased Space on the date hereof, "AS IS, WHERE IS, WITH ALL FAULTS", with no right of setoff or reduction in any payment of Rent or Additional Rent which may become due under the Lease, excepting any Excluded Liabilities, latent defects, or work required to be done by Landlord under the Lease. (b) Except as stated in this Lease, none of the Landlord Parties have or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Tenant with respect to the physical condition of the Leased Space, any matter set forth, contained or addressed in the Documents (including, but not limited to, the accuracy and completeness thereof) or the results of Tenant's Due Diligence. (c) Tenant has confirmed independently all information that it considers material to its acceptance of the Leased Space. (d)Tenant is not relying on (and Landlord and each of the other Landlord Parties does hereby disclaim and renounce) any representations or warranties of any kind or nature whatsoever, whether oral or written, express, implied, statutory or otherwise, from any of the Landlord Parties, as to: (i) the operation or performance of the Leased Space, the income potential, economic status, uses, or the merchantability, habitability or fitness of any portion of the Leased Space for a particular purpose other than for commercial office use; (ii) the physical condition of the Leased Space or the condition or safety of the Leased Space or any component thereof, including, but not limited to, plumbing, sewer, heating, ventilating and electrical systems, roofing, TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 4 OF 7 air conditioning, foundations, soils and geology, including Hazardous Materials, lot size, or suitability of the Leased Space or any component thereof for a particular purpose other than for commercial office use; (iii) the presence or absence, location or scope of any Hazardous Materials in, at, about or under the Leased Space; (v) whether the improvements are structurally sound, in good condition, or in compliance with applicable Laws, other than that the Leased Space have been delivered by the Landlord empty and broom clean, that the HVAC system is in working order at the time of delivery, and that the Leased Space are suitable for commercial office use; (vi) the dimensions of the Leased Space or the accuracy of square footage, sketches, or revenue or expense projections related to the Leased Space; (vii)the locale of the Leased Space, the leasing market for the Leased Space, or the market assumptions Tenant utilized in its analysis of the Leased Space and determination of the Rent amount; and (viii)whether the Leased Space is or would likely constitute a target of terrorist activity or other acts of war. (e) Except as otherwise set forth in the Lease, Landlord is under no duty to make any affirmative disclosures or inquiry regarding any matter, which may or may not be known to any of Landlord Parties regarding the physical condition of the Leased Space, and Tenant, for itself and for its successors and assigns, hereby specifically waives and releases each of the Landlord Parties from any such duty that otherwise might exist. 4. Except as may be provided in the Lease regarding any repairs agreed to be done by Landlord, any repairs or work required by Tenant are the sole responsibility of Tenant, and Tenant agrees that there is no other obligation on the part of Landlord to make any changes, alterations or repairs to the Leased Space, including, without limitation, to cure any violations of Law, comply with the requirements of any insurer or otherwise. Except as may be provided in the Lease, Landlord is solely responsible for obtaining any certificate of occupancy or any other approval or permit necessary for the transfer or occupancy of the Leased Space; provided further, Landlord is responsible for any repairs or alterations necessary to obtain the same, at Landlord's sole cost and expense. 5. Tenant (i) having inspected the Leased Space as described above, (ii) having conducted, reviewed, examined, evaluated and verified the results of all Due Diligence to the extent Tenant deems appropriate as described above, (iii) having notified Landlord of any changes, alterations or repairs required to be made to the Leased Space that Tenant has discovered as a result of such Due Diligence at the time of the signing of this Lease, and (iv) having determined that Tenant shall TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 5 OF 7 accept the Leased Space based exclusively upon its own Due Diligence (except for, and only to the extent of, Landlord's warranties and representations under the Lease), then, accordingly, Tenant agrees with Landlord that Tenant is in fact accepting the Leased Space based exclusively upon its own Due Diligence, except for, and only to the extent of, Landlord's warranties and representations under the Lease, and to evidence the foregoing, Tenant agrees to release Landlord as set forth below. Accordingly, except as expressly provided herein below in this Section 5, Tenant, for Tenant and Tenant's successors and assigns, hereby releases each of the Landlord Parties from, and waives any and all Assumed Liabilities against each of the Landlord Parties for or attributable to or in connection with the Leased Space, whether arising or accruing before, on or after the date hereof and whether attributable to events or circumstances, which have heretofore or may hereafter occur. Notwithstanding the foregoing, the release and waiver set forth in this Section 5 is not intended and shall not be construed as (i) affecting or impairing any rights or remedies that Tenant may have against Landlord as a result of a breach of any of Landlord's warranties and representations under the Lease, or (ii) shifting to Tenant any obligation, responsibility or liability for any Liability that does not constitute an Assumed Liability. Landlord hereby confirms it takes responsibility and liability for the Excluded Liabilities. 6. Tenant hereby assumes and takes responsibility and liability for all Assumed Liabilities. Notwithstanding the foregoing, nothing in this Section 6 shall be construed to affect or limit Tenant's rights or remedies against Landlord as a result of Landlord's breach of Landlord's warranties and representations under the Lease. 7. Tenant expressly understands and acknowledges that it is possible that unknown Assumed Liabilities may exist with respect to the Leased Space and that Tenant explicitly took that possibility into account in determining and agreeing to accept the Leased Space, and that a portion of such consideration, having been bargained for between parties with the knowledge of the possibility of such unknown Assumed Liabilities has been given in exchange for a full accord and satisfaction and discharge of all such Assumed Liabilities, except for Assumed Liabilities arising as a result of Landlord's breach of Landlord's warranties and representations under the Lease. 8. Tenant acknowledges and agrees that the provisions of this Agreement were a material factor in Landlord's agreement to lease the Leased Space to Tenant and, while Landlord has provided the Documents and cooperated with Tenant, Landlord is unwilling to lease the Leased Space unless the Landlord Parties are expressly released as set forth in Section 5 and Tenant assumes the obligations specified in Section 6. 9. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 6 OF 7 10. If any term or provision of this Agreement or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. IN WITNESS WHEREOF, Tenant has executed this Agreement as of the date first set forth hereinabove. By: Name: Title: STATE OF TEXAS § COUNTY OF COLLIN § This instrument was acknowledged before me on the _ day of 2017, by Notary Public/State of Texas TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 7 OF 7 ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 7. EDC Agenda Staff Report Meeting Date: 3/2/2017 Staff Contact: Jessica Perkins Consider/Discuss/Action adopting a resolution authorizing the expenditure of funds to erect a monument sign at 312 North Powell Parkway. SUMMARY: With the conversion to Inc -Cube and the addition of tenants at 312 North Powell Parkway, several potential tenants have asked about signage. Staff is proposing a monument sign similar to the sign in front of city hall. Staff will work with the Planning Department to determine the best location. Staff believes the project will not exceed $10, 000.00 STAFF RECOMMENDATION: Staff recommends you approve. ATTACHMENTS: Description Upload Date Type Resolution Commercial Sign 2/22/2017 Resolution quote 1 - signarama 2/27/2017 Backup Material quote 2 - durkin 2/27/2017 Backup Material quote 3 - dave 2/27/2017 Backup Material dave graphic 2/27/2017 Backup Material ANNA ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION APPROVING AND AUTHORIZING THE EXPENDITURE OF FUNDS FOR A MONUMENT SIGN FOR PROPERTY AT 312 NORTH POWELL PARKWAY WHEREAS, the Anna Economic Development Corporation (the "EDC") wishes to expend funds for a monument sign for property at 312 N. Powell Parkway. NOW THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT CORPORATION, THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval of Funding The EDC hereby authorizes the Chief Administrative Officer to charge the EDC's maintenance and building repair line item in the amount not to exceed $10,000 for a monument sign for the property located at 312 North Powell Parkway. PASSED AND APPROVED by the Anna Economic Development Corporation this day of , 2017. APPROVED: Connie Stump EDC President ATTEST: EDC Secretary EDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1 Signarama of McKinney CAS Company dba Signarama of McKinney 1502 W. University Dr, Suite 108 McKinney TX 75069 United States Phone: 214-544-7446 Fax : 972-542-7079 signaramamckinney@sbcglobal.net www.signarama-mckinney.com Quote 24536 - Monument - Multi -Tenant Quote for City of Anna 101 North Powel Pkwy Anna TX 75409 United States Quote # 24536 Items # Item Quote Date 02/27/2017 Contact 1�"Will""Stcynarama- r The way to grow your business. Wayne Cummings Phone : (972) 924-3325 Address : 101 North Powel Pkwy Anna TX 75409 United States Sales Rep Alan Schmoyer mckinneysigns@sbcglobal.net (972) 345-9987 1 Custom Monument Monument - Multi -tenant - 12'w x 6'h Total Multi -Tenant Panels - Non -Illuminated - Aluminum Panels - Double Sided qty: 8 - Tenant Panels with Top Header Austin Stone Columns - 12" x 12" with Caps *** Includes engineering drawings for foundation, piers and columns 6" slab of concrete - 28"w x 13" I - with Austin Stone columns' Sub Total $10,800.00 Downpayment (50.0 %) $5,400.00 Expiration Date : 03/14/2017 Shipping/Install Payment Terms PO 50/50 Qty 1 Total Tax(%) $0.00 (0.0%) Unit Price PO Date Total Tax $10,800.00 $10,800.00 $0.00 Final Price $10,800.00 Terms And Conditions Invoices & Cancellation of Orders:Sign-A-Rama (Vendor) prepares your order according to your specifications. Therefore, prior to it's commencement, your order is only cancelable with the Vendor's prior written consent. After commencement of your order (the point at which materials are assembled and work has begun), your order is non -cancelable. The Customer is Solely Responsible for Proofreading Vendor does not assume any responsibility for the correctness of copy. Therefore, you must review and sign a proof prior to our commencement of your order. By signing your proof, you approve of its content and release the Vendor to commence our work. You are solely responsible for the content of the proof once it has been signed. However, if we should make an error in producing the work as proofed, please be assured that we will redo the work as quickly as possible and without charge to you.Vendor's Liability Vendor's total liability is hereby expressly limited to the services indicated on the invoice and Vendor will not be liable for any subsequent damages, consequential damages, or otherwise. All dates promised on this invoice are approximations unless the word "firm" is written and acknowledged by the Vendor. Emailed 02/27/2017 09:24 CST by AS Page 1 of 2 Terms of Payment: Upon ordering, you must give Vendor a 50 % deposit. Your balance will be due upon delivery and/or installation. Vendor may, at its sole discretion, extend credit terms to you upon approval.0 ollection Procedures: Invoices are considered delinquent thirty (30) days from the date that your order is completed. After the thirtieth day, a late charge of $25.00, together with interest accruing at the rate of 1.5 % per annum, or the maximum rate allowable by law is assessed. You shall be liable for all costs related to collection of delinquent invoices, including court costs and attorney's fees. Customer's Acceptance of Work: Customer's acceptance, either personal or through his/her agent(s) and/or employee(s) of the work ordered shall be deemed as full acceptance. This means that by accepting delivery of the work, customer affirms that the work substantially conforms to all expectations. Lost or Substantially Forgotten Work: If customer does not take possession of completed work within thirty (30) days from notification of completion, then the work will be considered lost or forgotten, and vendor will not be responsible for further loss. Customer will be billed and responsible for payment for work that has been completed for City of Anna Signature Date We agree to your terms and conditions. Please proceed with the order. Emailed 02/27/2017 09:24 CST by AS Page 2 of 2 signs manufacturing (214) 339-2227 (817) 861-1214 City of Anna Representative: m II T. (972) 850-3300 fax: (214) 339 9987 Corporation � 312 N Powell Parkway Anna Texas Tim Durkin Sign installed $11,636 Masonry $7,164 $18,800 total 4' x 8.4' lighted sign area 6' X 10' overall size 24"base F 1 1 312 Inc -Cube 0 =nr , Monument flexi2.fs LTHISI9 A PRELIMINARYDRAWING. SOME DETAILS MAYBEMO�IFIE� IN PRODUCTION.`�.1©2016 Signs Manufacturing Corp. -THIS DESIGN CREATED IN CONNECTION WITH THIS PROJECT BEING PLANNED FOR YOU, IS THE EXCLUSIVE PROPERTY�I uS OF SIGNS MANUFACTURING CORP., AND CANNOT BE COPIED, EXHIBITED OR SHOWN TO ANYONE OUTSIDE OF YOUR ORGANIZATION WITHOUT THE AUTHORIZED, WRITTEN CONSENT OF SIGNS MANUFACTURING CORPORATION. Licensed to fabricate, install and service signs by the State of Texas under license: TSCL 18015, TSCL 18016, TECL 17503 Customer Approval Dave's Signs & Auto Wraps, LLC PO BOX 102 McKinney, TX 75070 Name / Address The City of Anna 312 North Powell parkway Anna, TX 75490 Estimate Date Estimate # 2/23/2017 597 Project Description Qty Rate Total 8' monument sign with acrylic inserts and brick to match building -Double sided lighted 1 9,450.00 9,450.00T Subtotal $9,450.00 Sales Tax (8.25%) $779.63 Total $10,229.63 ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 8. EDC Agenda Staff Report Meeting Date: 3/2/2017 Staff Contact: Jessica Perkins a. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov't Code §551.072) b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071); C. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087); discuss property located at 312 North Powell Parkway. 41111 11 FNG Z STAFF RECOMMENDATION: ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 9. EDC Agenda Staff Report Meeting Date: Staff Contact: Perkins Consider/Discuss/Action approving minutes from February 2, 2017. STAFF RECOMMENDATION: ATTACHMENTS: Description 2-2-2016 Minutes 3/2/2017 Jessica Upload Date Type 3/1 /2017 Backup Material ECONOMIC DEVELOPMENT CORPORATION MINUTES OF REGULAR MEETING OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION Thursday, February 2, 2017 The Anna Economic Development Corporation ("EDC") of the City of Anna met at 5:00 p.m.', on Thursday, February 2 2017, at the Anna City Hall Administration Building, 111 North Powell Parkway (Hwy. 5), Anna, Texas. 1. Call to Order, Roll Call and Establishment of Quorum. Connie Stump, President, called the meeting to order at 5:00 p.m. After roll call and the declaration that a quorum was present, the floor was open for business. Directors in attendance: Alonzo Tutson, Brent Thomas, Connie Stump, Doug Hermann and Nate Pike were present. Directors in Abstention: John Houcek and Michael Williams (both turned in letters of resignation). Staff in attendance: Clark McCoy, legal counsel for the CDC and EDC boards; Jessica Perkins, Chief Administrative Officer; and Sherilyn Godfrey, secretary. 2. Invocation and Pledge. Connie Stump gave the invocation and led the group in the Pledge of Allegiance. 3. Consider/Discuss/Action regarding the resignation of Michael Williams from the board. Brent Thomas made a motion to accept the resignation of Michael Williams from the board. The motion was seconded by Nate Pike. Motion passed. 4. Consider/Discuss/Action adopting a resolution authorizing the expenditure of funds to erect a monument like sign at 312 North Powell Parkway. Inc. Cube now has several tenants and the question of signage has come to the attention of Staff. The City's Planning Department will be working with Staff to determine [Type text] 'NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Community Development Corporation. IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. 01-02-2017 Reg EDC Meeting — Page 1 the best location for the sign. Doug Hermann made a motion to table the item until more companies offered quotes. The motion was seconded by Alonzo Tutson. Motion passed. 5. Consider/Discuss/Action adopting a resolution approving a professional services agreement procuring project management and real estate representation with Funderburgh Real Estate for the Anna Business Park property. The AEDC and ACDC jointly purchased an 85-acre tract of land generally located at the NE corner of SH-5 and the Collin County Outer Loop with the intent of developing the land into a business park. Therefore, the Corporations will need continuous real estate representation for future tenant negotiations. Staff recommends David D. Funderburgh, owner, of David D. Funderburgh Real Estate Investments, Inc., because of his familiarity with the property, project goals and staff expectations. At this time, the Staff recommends that the attached documents (referred to Exhibit "A," and incorporated for the purposes herein), the adoption of the CDC Resolution, the Scope of Services for the business park, and the Professional Service Agreement by and between CDC and David D. Funderburgh. Doug Hermann made a motion to adopt the CDC Resolution and authorize the Chief Administrative Officer, ("CAO") to procure the services of the aforementioned and to execute, on behalf of CDC, subject to approval of legal form by CDC's legal counsel, as well as to execute all necessary documents to consummate the business relationship with said consultant. Alonzo Tutson seconded the motion. Motion passed. 6. Consider/Discuss/Action approving a resolution for expenditure of funds for Engineering Services for the creation of a preliminary plat for the Anna Business Park property. At last month's meeting Phyllis Jarrell, owner of City Centric Planning, LLC, spoke to the Board. Thereafter, the Board adopted the resolution authorizing the procurement of said services. Pursuant to the aforementioned action, the Board now needs to provide the necessary monies. Brent Thomas made a motion to adopt the resolution and to authorize the Chief Administrative Officer, ("CAO") to charge the Engineering Line Item in the amount not to exceed $4,000.00 to complete the preliminary plan in accordance with the Anna City Code of Ordinances and any other applicable standards or regulations. Nate Pike seconded the motion. Motion passed. 7. Consider/Discuss/Action approving a resolution for the expenditure of funds for Engineering Services related to the design and construction of a water line on the Anna Business Park property. 'NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Community Development Corporation. IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. 01-05-2017 Reg EDC Meeting —Page 2 The AEDC and ACDC jointly purchased an 85-acre tract of land generally located at the NE corner of SH-5 and the Collin County Outer Loop with the intent of developing the land into a business park that is presently in need of water line to be designed and constructed. At this time, the Staff recommends that the Corporation adopt the EDC resolution and approve the business park water line proposal as outlined in a letter dated January 26, 2017, from Birkhoff, Hendricks & Carter L.P.P., Professional Engineers, signed by Craig M. Kerkhoff, P.E., (attached as Exhibit "A" to the EDC Packet for the Board's review). Nate Pike made a motion to adopt the resolution authorizing the expenditure of funds for the design, engineering, and construction of a water line by the aforementioned company in accordance to the Anna Code of Ordinances and any other applicable standards or regulations; and for the Chief Administrative Officer, ("CAO") to charge the Engineering Line Item in an amount of not more than $250,000. The motion was seconded by Brent Thomas. Motion passed. 8. CLOSED SESSION (EXECEPTIONS): a. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov't Code §551.072). b. Consult with legal counsel on matters in which the duty of the attorney to the government body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the government Code (Tex. Gov't Code §551.071). Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1) (Tex. Gov't Code §551.087); Simply Floor It. Brent Thomas made a motion to move from Open Session to Closed Session that was seconded by Doug Hermann. The motion carried and the meeting moved to Closed Session at 5:45 p.m. After matters at hand were discussed, Alonzo Tutson made a motion to return to Open Session. The motion was 'NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Community Development Corporation. IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. 01-05-2017 Reg EDC Meeting —Page 3 seconded by Brent Thomas. Motion carried and the meeting moved to Open Session at 6:06 p.m. 9. Consider/Discuss/Action regarding minutes from January 5, 2017. Nate Pike made a motion to accept the minutes as written. The motion was seconded by Alonzo Tutson. 10. Adjourn. Brent Thomas made a motion to adjourn the meeting. Doug Hermann seconded the motion and the meeting adjourned at 6:14 p.m. APPROVED: Constance Ann Stump President of EDC ATTESTED: Sherilyn Godfrey Secretary of EDC 'NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Community Development Corporation. IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. 01-05-2017 Reg EDC Meeting —Page 4