HomeMy WebLinkAboutEDC Agenda_2017_6_1_MeetingAGENDA
ANNA ECONOMIC DEVELOPMENT CORPORATION
Thursday, June 1, 2017 @ 5:00 PM
ECONOMIC Anna City Hall, Council Chambers
DEVELOPMENT CORPORATION 111 N. Powell Parkway,Anna, Texas 75409
The Anna Economic Development Corporation will conduct a meeting at 5:00 PM on
June 1, 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 approving a resolution for a lease agreement with Matt
Wood for office space at I nc-Cube located at 312 North Powell Parkway.
3. Consider/Discuss/Action approving minutes from May 4, 2017
4. 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 May 29, 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: 6/1/2017
Staff Contact. Jessica
Perkins
Consider/Discuss/Action approving a resolution for a lease agreement with Matt
Wood for office space at Inc -Cube located 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. Matt Wood,
Pastor for Grace and Peace Presbyterian Church has agreed to the terms of the
attached lease agreement.
STAFF RECOMMENDATION:
Staff recommends you approve.
ATTACHMENTS:
Description
Resolution Matt Wood
Lease agreement Matt Wood
Upload Date Type
5/25/2017 Resolution
5/25/2017 Backup Material
ANNA ECONOMIC DEVELOPMENT CORPORATION
RESOLUTION NO.
A RESOLUTION OF THE ANNA ECONOMIC DEVELOMENT CORPORATION
APPROVING A LEASE AGREEMENT WITH MATT WOOD 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 Matt Wood, 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
Lauretta Blacketter
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
Matt Wood, Grace and Peace Presbyterian Church, ("Tenant"). For valuable consideration
the parties agree and act as follows:
SECTION 1. Definitions. The following terms have the meanings set forth below:
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(a) Effective Date. The effective date of this Lease is the 6s day of
�(,vivar7 2017.
(b) Landlord. The Anha Economic Development Corporation.
(c) Leased Space. A certain portion, known as cubicle #4, (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 $449 per month as rent ("Rent") for the area
identified as "Leased Space" (cubicle 4) 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. 99-4991 100 STAT. 1613 (1986) (XACERCLA"), 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(b) 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 5. 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
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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
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Tenant's insurance carrier declines to include in such carrier's policies a standard waiver of
subrogation clause, Tenant shall promptly notify Landlord.
SECTION W. 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
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
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: Matt Wood, Grace and Peace Presbyterian Church.
Anna, Texas 75409
AGREEMENT PAGE700F14
(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 Maieure. 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
STATE OF TEXAS
Constance Stump, its President
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
AGREEMENT PAGE130F14
TENANT:
Matt Woo Pea a Pr sbyterian Church
sy:
Matt Wood, its Reverend
STATE OF TEXAS
COUNTY OF COLLIN §
This instrument was acknowledged before me on the3/dday ofAaWL, /I , 20171
by 62W7 "W aOce
LAURETfAKAYBLACKETER N ary Public/State of exas
My Notary ID N 129369379
§„ �:•° 021
Explrs . April 1, 2
LEASE AGREEMENT PAGE 14 OF 14
EXHIBITS
Exhibit A - Legal Description and Survey of Premises
Exhibit Awl - 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 1st 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 00"25'16" 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
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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 A D AGREEMENT (this
"Agreement"), is made as the _30 day of AA a 2017 by ANNA
ECONOMIC DEVELOPMENT CORPORATION, a frype A corporation created
pursuant to the Texas Development Corporation Act of 1979, as amended and
codified ("Landlord") and Matt Wood, Grace and Peace Presbyterian Church.
("Tenant").
RECITALS
WHEREAS, puts nt to the terms of that certain Lease Agreement, effective as
the I day of 4T&Awarv2017, 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
TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 23 OF 7
contamination 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 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
TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 24 OF 7
to the extent that:
(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 rr
instruments which constitute, evidence
ean, collectively, any documents or
' 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 25 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, `SAS 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 26 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 27 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 28 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: t�6j
J
Name: MQ-N- WOOj
Title: eA�J
STATE OF TEXAS
COUNTY OF COLLIN
This instrument was acknowledged befo
2017, by 1LLc �Zy eYO47-1
�'' ''fix%; LAURETiq KAY BLACKETER
My Notary ID # 129369379
Expires April I P 2021
re me on the3ndday of II
4Nary'
Public/State of Texa
TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 29 OF 7
ECONOMIC
DEVELOPMENT
CORPORATION
AGENDAITEM:
Item No. 3.
EDC Agenda
Staff Report
Meeting Date:
Staff Contact.
Perkins
Consider/Discuss/Action approving minutes from May 4, 2017
SUMMARY:
STAFF RECOMMENDATION:
ATTACHMENTS:
Description
5-4-2017 EDC Minutes
6/1/2017
Jessica
Upload Date Type
5/25/2017 Backup Material
ANNA ECONOMIC DEVELOPMENT CORPORATION
MINUTES
I ILI May 4, 2017
ECONOMIC
DEVELOPMENT
CORPORATION
The Economic Development Corporation of the City of Anna met on the above date at
Anna City Hall, located at 111 North Powell Parkway (Hwy 5), to consider the following
items.
1. Call to Order, Roll Call and Establishment of Quorum
Alonzo Tutson, Vice- President, called the meeting to order at 5:30 p.m. After roll call
and a declaration that a quorum was present, the floor was open for business.
Directors in attendance: Alonzo Tutson, Brent Thomas, Nate Pike and James Gurski
Directors in Abstention: Connie Stump, Anthony Richardson and Doug Hermann
Staff in attendance: Clark McCoy, legal counsel for the CDC and EDC boards;
Jessica Perkins, Chief Administrative Officer.
2. Consider/Discuss/Action approving a resolution authorizing the creation of
CCR's (Covenants, Conditions, and Restrictions) for the Anna Business Park.
Nate Pike made a motion to approve a resolution authorizing the creation of
CCR's.
Brent Thomas seconded the motion. Motion passed all.
3. Consider/Discuss/Action approving a resolution authorizing a
budget amendment for the current (2016-2017) fiscal year.
Brent Thomas made a motion to approve a resolution to amend the
current budget. Nate Pike seconded the motion. Motion passed by all.
4. Consider/Discuss/Action regarding minutes from April 6, 2017.
Motion made by Nate Pike to approve the minutes as written. Seconded
by James Gurski. Motion passed by all.
5. Adjourn.
Motion was made by Brent Thomas to adjourn and 2Id by James Gurski.
Motion passed and meeting was adjourned at 5:38 pm
Constance Stump, EDC President
Lauretta Blacketer, EDC Secretary