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HomeMy WebLinkAboutRes 2018-04-435 Leaseback from Jonic Investments for City Hall useCITY OF ANNA, TEXAS RESOLUTION NO. ', S - �- 4-5- A RESOLUTION OF THE CITY OF ANNA, TEXAS, APPROVING A LEASEBACK OF PROPERTY OWNED BY JONIC INVESTMENTS, LLC, A TEXAS LIMITED LIABILITY COMPANY FOR USE AS CITY HALL FOR THE CITY OF ANNA. WHEREAS, the City Council of the City of Anna, Texas ("City Council'), has found that the property owned by Jonic Investments, LLC, a Texas limited liability company is needed for the city hall project; and, WHEREAS, Jonic Investments, LLC, a Texas limited liability company is willing to trade land owned for property currently owned by the City of Anna that is currently being used as city hall; and WHEREAS, Jonic Investments, LLC, a Texas limited liability company is willing to leaseback city hall to the City until the new proposed city hall is constructed; and WHERAS, the leaseback agreement will be for $10 per year until January 1, 2021 and $1,000 per month thereafter. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization to leaseback property and execute agreement. The City Council hereby approves the leaseback agreement and the City Council further hereby authorizes, approves, and ratifies the City's duly authorized agents, including the Mayor or City Manager, to execute or to have executed all required instruments to accomplish the leaseback agreement identified in this resolution. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the 24th day of April 2018. ATTEST: APPROVED: City Secretary, Carrie' ./ Smith ��, .• t� Mayo Nate Pike EXHIBIT A LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") is entered into by and between Jonic Investments, LLC, a Texas limited liability company ("Landlord") and the City of Anna, a Texas home -rule municipality ("Tenant"). For valuable consideration the parties agree and act as follows: 1. Definitions. The following terms have the meanings set forth below: (a) Effective Date. The effective date of this Lease is (b) Leased Premises. The exclusive use of a 3,150 square foot building and related improvements, the approximately 1.15 acre tract of land upon which said building and improvements are situated and the parking lot thereon (collectively, the "Premises") located in the City of Anna, Collin County, Texas, said tract of land being described in Exhibit 1 attached hereto, together with any and all appurtenances, easements and privileges pertaining to the Premises. (c) Lease Term. The lease term shall begin upon conveyance of the Premises from Tenant to Landlord under that certain Contract for Sale and Leaseback of Real Property ("Conveyance Agreement"). The lease term shall expire on the earlier of: (1) the date that the City provides written termination notice confirming that it no longer occupies the City Property; or (2) January 1, 2021. The City may exercise the right to continue to extend this Lease after January 1, 2021 on a month -to -month basis with 30 days' notice of termination at the rate set forth in Section 3.(a)(2), below. (d) Permitees. All officials, officers, directors, employees, agents, contractors, customers, visitors and invitees of Tenant at the Leased Premises. (e) Permitted Exceptions. The conditions, restrictions, easements and encumbrances, if any, affecting We to the Leased Premises set forth in the owner's title of policy insurance obtained by Landlord pursuant to the Conveyance Agreement. (f) City Council. The City Council of the City of Anna, Texas. 2. Demise. Term. (a) Demise and Grant of Leased Premises. Landlord hereby leases to Tenant and Tenant accepts from Landlord under the terms, provisions and conditions of this Lease the Leased Premises commencing on the Effective Date hereof and continuing until the expiration or earlier termination of the Term as hereinafter provided. (b) Term. The term of the Lease is as set forth in 1.(c), above. (c) Improvements. Any and all structures and other improvements existing on the Leased Premises at the beginning of the Term or thereafter installed or constructed. (d) ,Quiet Enjoyment. Upon Tenant's payment of all rent hereunder as same becomes due and observance and performance 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 Premises 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 Leased Premises, subject only to the Permitted Exceptions, and has full right and authority to make thIS Lease. (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 Leased 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) Authori .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 Leased 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. (f) Condition of Leased Premises. TENANT UNDERSTANDS AND ACKNOWLEDGES ITS ACCEPTANCE OF THE LEASED PREMISES IS WITHOUT RECOURSE, REPRESENTATION OR WARRANTY (EXCEPT AS SPECIFICALLY SET OUT HEREIN) OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY AND LANDLORD IS LEASING THE LEASED PREMISES AS IS, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTY (ALL OF WHICH LANDLORD HEREBY DISCLAIMS) AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH SPECIFICATIONS, ABSENCE OF LATENT DEFECTS, OR COMPLIANCE WITH LAWS AND REGULATIONS. TENANT HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT LANDLORD SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OCCUPANCY, CONSTRUCTION, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF THE LEASED PREMISES. TENANT ACKNOWLEDGES THAT TENANT HAS INSPECTED THE LEASED PREMISES AND ACCEPTS THE LEASED PREMISES "AS IS," "WHERE IS" AND "WITH ALL FAULTS." 3. Rent and Taxes. Tenant shall pay Landlord the following amounts: (a) Rent. (1) Tenant shall pay to Landlord as rent ("Rent") for the Leased Premises a single lump sum payment of $10 annually, the receipt and sufficiency of which is hereby acknowledged. (2) If the lease term is extended after January 1, 2021, the Rent shall increase to $1,000 per month due on the fifth day of each month beginning January 5, 2021. (b) Taxes. Tenant shall be liable to timely pay or reimburse Landlord for any taxes that may become due during the Term on a pro rats basis calculated as a percentage of the tax liability for the number of days in the applicable tax year during which Tenant occupies the Property under this Lease. Either Landlord or Tenant may dispute taxation or 4. Improvements, Signs, Additions and Repairs. (a) Delivery of Leased Premises. Landlord shall deliver exclusive possession of the Leased Premises to Tenant upon the beginning of the Term, subject only to the provisions and terms of this Lease and the Permitted Exceptions. (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 and, if required under City ordinances) or the City Council, 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 Leased Premises. If any such construction by Tenant is at any time approved: LEASE AGREEMENT PAGE 2 (1) All such work shall be performed m 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 conshuction, alteration, additions, changes or demolishment shall be incompliance 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 (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 Leased 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 attorneys fees, attributable to any such liens. Tenant's obligations under this paragraph 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 Premises. Tenant will, at its own expense, promptly comply with all laws, regulations, and ordinances affecting the Leased Premises 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, 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 PREMISES 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 19805 42 U.S.C. §§9601- 75(1986), AS AMENDED BY THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, PUB. L. NO.994995 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)-3000), 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 para, ag Wh 4(d) shall expressly survive the expiration or earlier termination of this Lease. (e) Repairs. Tenant shall, at its sole cost and expense, perform all repairs and preventative maintenance necessary to maintain the Leased Premises in good condition and repair, ordinary wear and tear excepted, and keep the Leased Premises in compliance with applicable law throughout the Term. The foregoing shall not in any way impair or limit Tenant's right to make alterations or additions to the Leased Premises as set forth in paragraph 4(b) above. Tenant's obligations under this paragrph 4(e) shall expressly survive the expiration or earlier termination of this Lease. (f) Tenant's Fixtures. Tenant may install in or upon the Leased Premises 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 Premises. All of said items shall remain Tenant's property whether or not affixed or attached to the Leased Premises. Tenant may remove such items from the Leased Premises at any time during the Term. Nothing contained in this paragraph 4(fl shall diminish Tenant's obligations to maintain the Leased Premises pursuant to paragraph 4(e). (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 Premises for the LEASE AGREEMENT PAGE 3 uses permitted hereby (collectively, "Approvals"). Landlord agrees to reasonably cooperate with Tenant with respect to its obtaining the Approvals and to execute such documents as may be required of the owner of fee title to the Leased Premises 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. 5. Utilities. Tenant shall at its own expense arrange with the appropriate utility suppliers for services to the Leased Premises, pay all connection, meter and service charges and deposits required to connect utilities to the Leased Premises, and pay such utility suppliers directly for such services. Landlord shall not pay any sum in connection with utility installation or service on the Leased Premises. 6. Use, Transfers, or Assignments. (a) Tenant's Use. Except as prohibited or restricted by the Permitted Exceptions, Tenant may use the Leased Premises for any lawful purpose, provided that such purpose is 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 Premises. (b) Assignment, Subletting. Tenant shall not assign all or any part of this Lease or sublet all or any part of the Leased Premises without Landlord's written consent. In the case of any assignment or sublease permitted by Landlord, Tenant shall not be released from liability. 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 PREMISES, IMPROVEMENTS OR TENANT'S OPERATIONS, CONDUCT OR ACTIVITIES, UNLESS AND TO THE EXTENT THE SAME IS DUE TO THE NEGLIGENCE, GROSS NEGLIGENCE, OR INTENTIONAL ACTS OR OMISSIONS OF LANDLORD, ITS AGENTS, EMPLOYEES OR CONTRACTORS. TENANT'S OBLIGATIONS UNDER THIS PARAGRAPH 7(a) SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE TERM. (b) Tenant's Insurance. Tenant shall, at its expense, obtain comprehensive general liability insurance or risk pool coverage against all claims on account of bodily injury, personal injury or property damage, for which Tenant may, as a result of its operations or other use of the Leased Premises, become liable, with limits of not less than the statutory maximum liability of Tenant. (c) Workers Compensation. Tenant shall maintain workers compensation or similar insurance affording not less than Texas statutory coverage minimums and providuag not less than statutory limits or benefits for all employees of Tenant employed at the Leased Premises. (d) Scope, The insurance or risk pool 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 oI 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 this Lease will continue in full force and effect; LEASE AGREEMENT PAGE 4 provided, however, that Landlord may, but shall not be obligated to, obtain such insurance and be reimbursed by Tenant upon demand. (e) Waiver of Subro ag tion. 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 Leased Premises; or (2) Tenant or its Permitees. This waiver shall be in effect only so long as the applicable insurance or risk pool 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 Tenant's insurance carrier declines to include in such carrier's policies a standard waiver of subrogation clause, Tenant shall promptly notify Landlord. 8. Destruction Condemnation. (a) Destruction. (1) Cancellation. If any portion of the Improvements situated on the Leased Premises shall be damaged or destroyed, this Lease shall continue in full force and effect and shall not be affected thereby. (2) Restoration. In the event of unintended damage or destruction, Tenant shall remove any debris and cause the Leased Premises to be repaired or restored as Tenant may deem necessary or desirable, but in any event the Leased Premises shall be repaired or restored to a safe and sightly condition in compliance with all applicable laws. (3) Insurance Proceeds. All of Tenant's insurance proceeds payable with respect to damage or destruction of the improvements situated on the Leased Premises shall be retained by and be the property of Tenant. (b) Condemnation. (1) Taking of Parkin og r 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 Leased Premises, this Lease shall terminate as to the portion so taken but shall remain in full force and effect as to the balance of the Leased Premises. (2) Awards. All compensation awarded for any Taking of the Leased Premises, 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. (3) Restoration. If there is a Taking of all or part of the Leased Premises, Tenant, at its sole discretion and expense, shall restore and rebuild the Leased Premises, in such manner as Tenant may elect, provided that the same shall be in accordance with all applicable laws. 9. 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: Jonic Investments, LLC 219 East White Street LEASE AGREEMENT PAGE 5 Anna, Texas 75409 Tenant: City Manager City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 With a copy to: and: Clark McCoy Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 Fax: 972-712-3540 (b) Entire Agreement. This Lease embodies the entire ageement and understanding between the parties as to the lease of the Leased Premises 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 Landlor to Tenant. Tenant does not by entering into this Lease waive any immunities it may have under common law or statute. (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 Premises to Landlord. Tenant shall remove all Personal Property, which are not fixtures (other than trade fixtures installed by Tenant, which Tenant may remove. All other installations or improvements, including all infrastructure, structures, buildings, HVAC equipment, paneling, 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 Premises 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 subparagraph 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 Premises 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 unenforceabiiity 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 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. LEASE AGREEMENT PAGE 6 Lease. (g) Time of the Essence. Time is of the essence with respect to each provision, term and covenant of this (h) Capt ons. 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) Bindin Eg ffect. All provisions of this Lease shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. LANDLORD: JONIC INVESTMENTS//, LLC By: Jhti lQ?QXh k Jon f- endricks, its Managing Member STATE OF TEXAS § COUNTY OF COLLIN § Before me, the undersigned notary public, on the J41L day of , 2018, personally appeared Jon Hendricks known to me (or proved to me) to be the person whose nitrk is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as Managing Member and on behalf of Jonic Investments, LLC. t lic, Sate of Texas TENANT THE CITY OF ANNA, TEXAS Printed Name: 00 tau if IG -r Title:G G, /y�li�9�IL Date: �/6!51 -"�o STATE OF TEXAS COUNTY OF COLLIN Tana Ross My Commission Cxpires 06J011?_021 ID No. 126915695 LEASE AGREEMENT PAGE 7 Before me, the undersigned notary public, on the .7day of , 2018, personally appeared AAU,4ta known to me (or proved to me) to be the erson whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as and on behalf of C[�T,F ary Publ' , State of Texas �'6 Tana Ross My Commission GxOs if 06/01/2021 ID No. 126916696 LEASE AGREEMENT PAGE 8 EXHIBIT 1 DESCRIPTION OF LEASED PREMISES Lot 1, Btock One Anna City Hall Addition CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY This Contract for Sale and Leaseback of Real Property (this "Agreement") is made on the I C� day of 2018 by Jonic Investments, LLC, a Texas limited liability company located at 219 East White Street, M la, Texas 75409 ("Jonic"), and the City of Anna, Texas, a home -rule municipality located at I I I N. Powell Parkway, Anna, Texas 75409 (the "City"). Recitals Jonic is the owner of real property located in the Anna Original Donation, Collin County, and includes Lots 1, 2, 3, 4, 5 & 6 of Block 3 of said Donation and a portion of formally abutting abandoned 601 Street (collectively, the "Jonic Property"), which is more particularly described as follows in the Jonic Survey referenced in Section III of this Agreement. Jonic desires to sell and Purchaser desires to purchase the Jonic Property in fee simple on the terms stated below, with conveyance to be made by general warranty deed. The City is the owner of real property located at 111 N. Powell St., Anna, Collin County, Texas (the "City Property"), which is more particularly described in the City Survey referenced in Section III of this Agreement. The City desires to sell and Jonic desires to purchase the City Property in fee simple on the terms stated below, with conveyance to be made by general warranty deed. The City and Jonic desire that the City lease and occupy the City Property (the "Leaseback") for a certain period of time after Jonic purchases the City Property on the terms stated below. During the term of the Leaseback, the City intends to construct municipal facilities (the "City Improvements") on the Jonic Properly and move to and occupy said facilities before termination of the Leaseback. Jonic is prepared to allow for a nominal lease rate during the term of the Leaseback provided that the City allow the price of the City Property to be reduced by an amount that represents a 2.1%interest rate compounded annually for three years as set forth in Section I of this Agreement. The effective date of this Agreement is the date first stated above (the "Effective Date"). Therefore, Purchaser and Seller contract as follows; Section I. Purchase Price The purchase price of the Jonic Property is $102.978 (the "Jonic Price"). The purchase price of the City Property is $294,735, which is the agreed upon market value of $315,000 minus $20,265, which represents three years of interest compounded annually on the amount of $315,000 at the rate of 2.1 the "City Price"). Section H. Terms of Payment On the execution of this Agreement, the City or Jonic may deliver a copy of same to Red River Title, at 805 W. White St. Ste 300, Alma, Collin County, Texas (the "Title Company"). At closing, Jonic will pay the City Price to the City with the passing of title of the City Property to Jonic as specified in this Agreement. At closing, the City will pay the Jonic Price to Jonic with the passing of title of the Jonic Property to the City as CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 1 specified in this Agreement. The payments referenced above must be in the form of a certified, cashier's, or official bank check. Section III. Surveys Not later than 30 days after the execution of this Agreement, Jonic will, at is sole cost, furnish the City and the Title Company with an updated survey of the Jonic Property. Not later than 30 days after the execution of this Agreement, the City, at its sole cost, will furnish Jonic and the Title Company with an updated survey of the City Property. The surveys referenced in this section shall be current on -the -ground surveys that substantially comply with the requirements of a Category IA, Condition I or II (as applicable) survey in the Manual of Practice for Land Surveying in the State of Texas promulgated by the Texas Board of Professional Land Surveying, as amended, and shall be adequate to enable the Title Company to delete the survey exception in the Title Policy (except for "shortages in area"). Section IV. Titles and Title Investigation Title Commitments. Within 15 days of receipt of the Jonic Survey and the City Survey, the title officer shall have examined the abstracts covering the Jonic Property and the City Property and shall have furnished: (1) Jonic with a Title Commitment for title to the City Property and legible copies of the instruments referenced in said Title Commitment (collectively, the "Jonic Commitment"); and (2) the City with a Title Commitment for title to the City Property and legible copies of the instruments referenced in said Title Commitment (collectively, the "City Commitment"). "Title Commitment" means a Commitment for Issuance of an Title Policy, stating the condition of title to the Property. The "effective date" stated in the Title Commitment must be after the Effective Date of this Agreement. "Title Policy" means an Owner Policy of Title Insurance issued by Title Company, in conformity with the last Title Commitment delivered to and approved by the respective parties to this Agreement. Jonic shall pay all costs associated with any Title Company issued to Jonic under this Agreement. The City shall pay all costs associated with any Title Company issued to the City under this Agreement. Title Objections, Jonic. Within 15 days of the date that Jonic receives the Jonic Commitment ("Title Objection Deadline") Jonic shall have reviewed the Jonic Commitment and the City Survey and notify the City and Title Company of its objections to any of them ("Title Objections"). Jonic will be deemed to have approved all matters reflected by the Jonic Commitment to which Jonic has made no Jonic Title Objection by the Title Objection Deadline. The matters that Jonic either approves or is deemed to have approved are "Permitted Exceptions." If Jonic notifies the City of any Title Objections, the City has fifteen (15) days from receipt of Jonic's notice to notify Jonic whether the City agrees to cure the Title Objections before closing ("Cure Notice"). If the City does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before closing, Jonic may, within five days after the deadline for the giving of the City's Cure Notice, notify the City that either this Agreement is terminated or Jonic will proceed to close, subject to the City's obligations to resolve the items that are listed on Schedule C of the Jonic Commitment which are the City's responsibility to resolve, remove all such liens, remove all exceptions that arise by, through, or under the City after the Effective Date of this Agreement, and cure the Title Objections that the City has agreed to cure. Title Objections, the City. Within 15 days of the date that the City receives the City Commitment ("Title Objection Deadline") the City shall have reviewed the City Commitment and City Survey and notify Jonic and Title Company of its objections to any of them ("City Title Objections"). The City will be deemed to have approved all matters reflected by the City Commitment to which the City has made no Title Objection by the Title Objection Deadline. The matters that the City either approves or is deemed to have approved are "Permitted Exceptions." If the City notifies Jonic of any Title Objections, Jonic has fifteen (15) days from receipt of the Title Objections to notify the City whether CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 2 Jonic agrees to cure the Title Objections before closing ("Cure Notice"). If the City does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before closing, the City may, within five days after the deadline for the giving of the City's Cure Notice, notify Jonic that either this Agreement is terminated or the City will proceed to close, subject to Jonic's obligations to resolve the items that are listed on Schedule C of the City Commitment which are Jonic's responsibility to resolve, remove all such liens, remove all exceptions that arise by, through, or under Jonic after the Effective Date of this Agreement, and cure the Title Objections that Jonic has agreed to cure. Section V. Leaseback Simultaneously with the close and transfer of title of the Jonic Property to the City and the City Property to Jonic, Jonic and the City shall execute and deliver the Leaseback of the City Property with Jonic as lessor and the City as lessee, in the form and content set forth in Exhibit A attached to this Agreement. The parties agree that the Leaseback constitutes a necessary element of the consideration for this Agreement and is a condition precedent for the transfer of title of the City Property to Jonic under this Agreement. The Leaseback shall terminate on or before the earlier of (1) the date that the City provides written termination notice confirming that it no longer occupies the City Property; or (2) January 1, 2021. Section VI. Closing of Title The sale is to be closed on or before the earlier o£ (1) 30 days after date of the City's delivery of a notice to proceed to the construction contractor that is selected to perform construction of the City Improvements on the Jonic Property; or (2) January 1, 2019. Said notice to proceed shall specifically prohibit any construction to commence for at least 30 days after the date of said notice to proceed. Under no circumstances shall the City begin construction of the City Improvements on the Jonic Property until transfer of title of the Jonic Property to the City has occurred. Jonic, at Jonic's sole discretion, may provide a written waiver to the City allowing said construction to begin in advance of closing. Section VII. Miscellaneous 1. Notices. Any notice required by or permitted under this Agreement must be in writing. Any notice required by this Agreement will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this Agreement. Notice may also be given by regular mail, personal delivery, courier delivery and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. To the City: City Manager City of Anna, Texas I I I N. Powell Parkway Anna, Texas 75409 With a copy to: Clark McCoy Wolfe, Tidwell &McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 To Jonic: Jonic Investments, LLC CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 3 219 East White Street Anna, Texas 75409 2. Entire Contract. This Agreement, together with its exhibits, and any documents required to be delivered at closing constitute the entire agreement of the parties concerning the purchase and sale of the Jonic Property and the sale, purchase, and Leaseback of the City Property. There are no oral representations, warranties, agreements, or promises pertaining to the subject of this Agreement not incorporated in writing in this Agreement. 3. Amendment. This Agreement may be amended only by an instrument in writing signed by the parties. 4. Assignment. This Agreement shall not be assigned by either party without the other parties written consent for assignment to a specific buyer. 5. Survival. The obligations of this Agreement that cannot be performed before termination of this Agreement or before closing will survive termination of this Agreement or closing, and the legal doctrine of merger will not apply to these matters. 6. Choice of Law; Venue; Alternative Dispute Resolution. This Agreement will be construed under the laws of the state of Texas, without regard to choice -of -law rules of any jurisdiction. Venue is in Collin County, Texas. Time permitting, the parties will submit in good faith to an alternative dispute resolution process before filing a suit concerning this Agreement. The parties shall not under any circumstances be required to submit any dispute to arbitration. 7. Waiver of Default. It is not a waiver of default if the nondefaulting party fails to declare immediately a default or delays taking any action with respect to the default. Third -Party Beneficiaries. There are no third -party beneficiaries of this Agreement. 9. Severability. The provisions of this Agreement are severable. If a court of competent jurisdiction finds that any provision of this Agreement is unenforceable, the remaining provisions will remain in effect without the unenforceable parts. 10. Ambiguities Not to Be Construed against Party Who Drafted Contract. The rule of construction that ambiguities in a document will be construed against the party who drafted it will not be applied in interpreting this Agreement. 11. No Special Relationship. The parties' relationship is an ordinary commercial relationship, and they do not intend to create the relationship of principal and agent, partnership, joint venture, or any other special relationship. 12. Counterparts. If this Agreement is executed in multiple counterparts, all counterparts taken together will constitute this Agreement. 13. Confidentiality. The parties will keep confidential this Agreement, this transaction, and all information learned in the course of this transaction, except to the extent disclosure is required by law or court order or to enable third parties to advise or assist Buyer to investigate title or either party to close this transaction. 14 Attorneys' Fees. The prevailing party in any proceeding brought to enforce this Agreement, or brought relating to the transaction contemplated by this Agreement, will be entitled to recover, from the non -prevailing party, court costs, reasonable attorneysfees and all other reasonable related expenses. 15. Contract as Offer. The execution of this Agreement by the first party to do so constitutes an offer to purchase or sell the Property. If the other party does not accept that offer by signing this Agreement and delivering a fully executed copy to the first party within ten (10) days after the date this Agreement is executed by the first party, then the first party may withdraw that offer by delivering a written notice to the other party at any time before the CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 4 other party accepts that offer, m which case the Earnest Money, if any, will be returned to Buyer. In witness of their agreement, the parties have executed this Agreement on the dates) shown below. CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 5 THE CITY OF ANNA, TEXAS By: ,* 10100 Printed Name: Title: e,e9g Date: STATE OF TEXAS § COUNTY OF COLLIN § Before me, the undersigned notary public, on the jE� day of IL /� 2018, personally appeared 41 cr l�� Sri 4j k�e.known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity asA6yrjj,aiiand on behalf of C 17�1 D ( Ant,%4* _ Public, State of Texas JONIC INVESTMENTS, LLC "� Tana Ross f � � +(r 1 My Commission Ex{�iros By' r.L-l/�b4�--- �� i 06101/2021 Jon lqendricks, its Managing Member ID No. 126915695 STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the ��day of�/j��, 2018, personally appeared Jon Hendricks known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as Managing Member and on behalf of Jonic Investments, LLC. Tana Ross e r� AAy Commission Exonac ubli , State of Texas 11 06/01/2021 ID No.126916695 Title Company Receipt Title Company acknowledges receipt of Earnest Money in the amount of $0.00 copy of this Agreement executed by both Buyer and Seller. [name of title company] BY:��5 I Printed Name: ` Title: c7SC Cch�J Date: Cl. , 2018. and a CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 6 This Contract for Sale and Leaseback of Real Property (this "Agreement") is made on the day of , 2018 by Jonic Investments, LLC, a Texas limited liability company located at 219 East White Street, Anna, Texas 75409 ("Jonic"), and the City of Anna, Texas, a home -rule municipality located at 111 N. Powell Parkway, Anna, Texas 75409 (the "City"). Jonic is the owner of real property located in the Anna Original Donation, Collin County, and includes Lots 1, 2, 3, 4, 5 & 6 of Block 3 of said Donation and a portion of formally abutting abandoned 601 Street (collectively, the "Jonc Property"), which is more particularly described as follows in the Jonic Survey referenced in Section III of this Agreement. Jonic desires to sell and Purchaser desires to purchase the Jonic Property in fee simple on the terms stated Uelow, with conveyance to be made by general warranty deed. The City is the owner of real property located at 111 N. Powell St., Anna, Collin County, Texas (the "City Property"), which is more particularly described in the City Survey referenced in Section III of this Agreement. The City desires to sell and Jonic desires to purchase the City Property in fee simple on the terms stated below, with conveyance to be made by general warranty deed. The City and Jonic desire that the City lease and occupy the City Property (the "Leaseback") for a certain period of time after Jonic purchases the City Property on the terms stated below. During the term of the Leaseback, the City intends to construct municipal facilities (the "City Improvements") on the Jonic Property and move to and occupy said facilities before termination of the Leaseback. Jonic is prepared to allow for a nomnlal lease rate during the term of the Leaseback provided that the City allow the price of the City Property to be reduced by an amount that represents a 2.1%interest rate compounded annually for ttuee years as set forth in Section I of this Agreement. The effective date of this Agreement is the date first stated above (the "Effective Date"). Therefore, Purchaser and Seller contract as follows: Section I. Purchase Price The purchase price of the Jonic Property is $1Q24978 (the "Jonic Price"). The purchase price of the City Property is $294.735, which is the agreed upon market value of $315,000 minus $20,265, which represents three years of interest compounded annually on the amount of $315,000 at the rate of 2.1 the "City Price"). Section H. Terms of Payment On the execution of this Agreement, the City or Jonic may deliver a copy of same to Red River Title, at 805 W. White St. Ste 300, Alma, Collin County, Texas (the "Title Company"). At closing, Jonic will pay the City Price to the City with the passing of title of the City Property to Jonic as specified in this Agreement. At closing, the City will pay the Jonic Price to Jonic with the passing of title of the Jonic Property to the City as specified m this Agreement. The payments referenced above must be in the form of a certified, cashier's, or official bank check. Not later than 30 days after the execution of this Agreement, Jonic will, at is sole cost, furnish the City and the Title Company with an updated survey of the Jonic Property. Not later than 30 days after the execution of this Agreement, the City, at its sole cost, will furnish Jonic and the Title Company with an updated survey of the City Property. The surveys referenced ui this section shall be current on -the -ground surveys that substantially comply with the requirements of a Category 1 A, Condition I or II (as applicable) survey in the Manual of Practice for Land Surveying in the State of Texas promulgated by the Texas Board of Professional Land Surveying, as amended, and shall be adequate to enable the Title Company to delete the survey exception in the Title Policy (except for "shortages in area"). Section I�1, Titles and Title Investigation Title Commitments. Within 15 days of receipt of the Jonic Survey and the City Survey, the title officer shall have examined the abstracts covering the Jonic Property and the City Property and shall have furnished: (1) Jonic with a Title Commitment for title to the City Property and legible copies of the instruments referenced in said Title Commitment (collectively, the "Jonic Commitment"); and (2) the City with a Title Commitment for title to the City Property and legible copies of the instruments referenced in said Title Commitment (collectively, the "City Commitment"). "Title Commitment" means a Commitment for Issuance of an Title Policy, stating the condition of title to the Property. The "effective date" stated in the Title Commitment must be after the Effective Date of this Agreement. "Title Policy" means an Owner Policy of Title Insurance issued by Title Company, in conformity with the last Title Commitment delivered to and approved by the respective parties to this Agreement. Jonic shall pay all costs associated with any Title Company issued to Jonic under this Agreement. The City shall pay all costs associated with any Title Company issued to the City under this Agreement. Title Objections, Jonic. Within 15 days of the date that Jonic receives the Jonic Commitment ("Title Objection Deadline") Jonic shall have reviewed the Jonic Commitment and the City Survey and notify the City and Title Company of its objections to any of them ("Title Objections"). Jonic will be deemed to have approved all matters reflected by the Jonic Commitment to which Jonic has made no Jonic Title Objection by the Title Objection Deadline. The matters that Jonic either approves or is deemed to have approved are "Permitted Exceptions." If Jonic notifies the City of any Title Objections, the City has fifteen (15) days from receipt of Jonic's notice to notify Jonic whether the City agrees to cure the Title Objections before closing ("Cure Notice"). If the City does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before closing, Jonic may, within five days after the deadline for the giving of the City's Cure Notice, notify the City that either this Agreement is terminated or Jonic will proceed to close, subject to the City's obligations to resolve the items that are listed on Schedule C of the Jonic Commitment which are the City's responsibility to resolve, remove all such liens, remove all exceptions that arise by, through, or under the City after the Effective Date of this Agreement, and cure the Title Objections that the City has agreed to cure. Title Objections, the City. Within 15 days of the date that the City receives the City Commitment ("Title Objection Deadline") the City shall have reviewed the City Commitment and City Survey and notify Jonic and Title Company of its objections to any of them ("City Title Objections"). The City will be deemed to have approved all matters reflected by the City Commitment to which the City has made no Title Objection by the Title Objection Deadline. The matters that the City either approves or is deemed to have approved are "Permitted Exceptions." If the City notifies Jonic of any Title Objections, Jonic has fifteen (15) days from receipt ofthe Title Objections to notify the City whether Jonic agrees to cure the Title Objections before closing ("Cure Notice"). If the City does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before closing, the City may, within five days after the deadline for the giving of the City's Cure Notice, notify Jonic that either this Agreement is terminated or the City will proceed to close, subject to Jon ic's obligations to resolve the items that are listed on Schedule C of the City Commitment which are Jonic's responsibility to resolve, remove all such liens, remove all exceptions that arise by, through, or under Jonic after the Effective Date of this Agreement, and cure the Title Objections that Jonic has agreed to cure. Section V. Leaseback Simultaneously with the close and transfer of title of the Jonic Property to the City and the City Property to Jonic, Jonic and the City shall execute and deliver the Leaseback of the City Property with Jonic as lessor and the City as lessee, in the form and content set forth in Exhibit A attached to this Agreement. The parties agree that the Leaseback constitutes a necessary element of the consideration for this Agreement and is a condition precedent for the transfer of title of the City Property to Jonic under this Agreement. The Leaseback shall terminate on or before the earlier of: (1) the date that the City provides written termination notice confirming that it no longer occupies the City Property; or (2) January 1, 2021. Section DTI. Closing of Title The sale is to Ue closed on or Uefore the earlier of: (1) 30 days after date of the City's delivery of a notice to proceed to the construction contractor that is selected to perform construction of the City Improvements on the Jonic Property; or (2) January 1, 2019. Said notice to proceed shall specifically prohibit any construction to commence for at least 30 days after the date of said notice to proceed. Under no circumstances shall the City begin construction of the City Improvements on the Jonic Property until transfer of title of the Jonic Property to the City has occurred. Jonic, at Jonic's sole discretion, may provide a written waiver to the City allowing said construction to begin in advance of closing. Section VII. 1Vli0cella12eons 1. hlotices. Any notice required Uy or permitted under this Agreement must be in writing. Any notice required by this Agreement will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this Agreement. Notice may also be given by regular mail, personal delivery, courier delivery and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. To the City: City Manager City of Anna, Texas I I I N. Powell Parkway Anna, Texas 75409 With a copy to: Clark McCoy Wolfe, Tidwell &McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 To Jonic: Jonic Investments, LLC 219 East White Street Anna, Texas 75409 2. Fntire Contract. This Agreement, together with its exhibits, and any documents required to be delivered at closing constitute the entire agreement of the parties concerning the purchase and sale of the Jonic Property and the sale, purchase, and Leaseback of the City Property. There are no oral representations, warranties, agreements, or promises pertaining to the subject of this Agreement not incorporated in writing in this Agreement. 3. Amendment. This Agreement may be amended only by an instrument ur writnig signed by the parties. 4. Assignment. This Agreement shall not be assigned by either party without the other parties written consent for assignment to a specific buyer. 5. Survival. The obligations of this Agreement that carmot be performed before termination of this Agreement or before closing will survive termination of this Agreement or closing, and the legal doctrine of merger All not apply to these matters. 6. Choice of Law; Venue; Alternative Dispute Resolution. This Agreement will be construed under the laws of the state of Texas, without regard to choice -of -law rules of any jurisdiction. Venue is in Collin County, Texas. Time permitting, the parties will submit in good faith to an alternative dispute resolution process before filing a suit concerning this Agreement. The parties shall not under any circumstances be required to submit any dispute to arbitration. 7. Waiver of Default. It is not a waiver of default if the nondefaulting party fails to declare hnmediately a default or delays taking any action with respect to the default. �. l�To Third -Party Beneficiaries. There are no third -party beneficiaries of this Agreement. 9. Severability. The provisions of this Agreement are severable. If a court of competent jurisdiction fords that any provision of this Agreement is unenforceable, the remaining provisions will remain in effect without the unenforceable parts. 10. Ambiguities hiot to Be Construed against Party Who Drafted Contract. The rule of construction that ambiguities in a document will be construed against the party who drafted it will not be applied in interpreting this Agreement. 11. No Special Relationship. The parties' relationship is an ordinary commercial relationship, and they do not intend to create the relationship of principal and agent, partnership, joint venture, or any other special relationship. 12. Counterparts. If this Agreement is executed in multiple counterparts, all counterparts taken together will constitute this Agreement. 13. Confidentiality. The parties will keep confidential this Agreement, this transaction, and all information learned ui the course of this transaction, except to the extent disclosure is required by law or court order or to enable third parties to advise or assist Buyer to investigate title or either party to close this transaction. 14 Attorneys' Fees. The prevailing party in any proceeding brought to enforce this Agreement, or brought relating to the transaction contemplated by this Agreement, will be entitled to recover, from the non -prevailing party, court costs, reasonable attorneysfees and all other reasonable related expenses. 15. Contract as ®ffer. The execution of this Agreement by the first party to do so constitutes an offer to purchase or sell the Property. If the other party does not accept that offer by signing this Agreement and delivering a fully executed copy to the first party wn ten (10) days after the date this Agreement is executed by the first party, then the first party may withdraw that offer by delivering a written notice to the other party at any time before the other party accepts that offer, ni which case the Earnest Money, if any, will be retwmed to Buyer. In witness of their agreement, the parties have executed this Agreement on the dates) shown below. THE CITY OF ANNA, TEXAS By:�i��-, Printed Name: 0 a qAc—, 5cljt,ag,1X, Title: Date: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on thej0 day of , 2018, personally appeared /i1�121�F Sc i}u/AJk�known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as C" ,yla�jj� „and on behalf of e� D f /1u , No Pub ic, State of Texas JONIC INVESTMENTS, LLC '�+'�`"LG`�' ' 7ana foss �,%� _�� � My Commission E��pises By: ��'�146,1L�d�1J 08/01/2021 Jon Ilendricks, its Managing Member D No. 126915695 STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the ��day of � 2018, personally appeared Jon Hendricks known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as Managing Member and on behalf of Jonic Isivestments, LLC. iana Ross p �� way Commission e� r� ubli , State of Texas 06/01/2021 @ Not126916695 Title Company Receipt Title Company acknowledges receipt of Earnest Money in the amount of $0.00 copy of this Agreement executed by both Buyer and Seller. [name of title cornpan)p] BY: Printed Name: Title: Date: and a CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 6 ffifta4 iR TIIIS LEASE AGREEI?/IEl®I T (this "Lease") is entered into by and between ionic Investments, LLC, a Texas limited liability company ("Landlord") and the City of Anna, a Texas home -rule municipality ("Tenant"). For valuable consideration the parties agree and act as follows: 1. Definitions. The following terms have the meanings set forth below: (a) Effective Date. The effective date of this Lease is (b) Leased Premises. The exclusive use of a 3,150 square foot building and related improvements, the approximately 1.1 S acre tract of land upon which said building and improvements are situated and the parking lot thereon (collectively, the "Premises") located in the City of Anna, Collin County, Texas, said tract of land being described in Exhibit 1 attached hereto, together with any and all appurtenances, easements and privileges pertaining to the Premises. (c) Lease Tertn. The lease team shall begin upon conveyance of the Premises from Tenant to Landlord under that certain Contract for Sale and Leaseback of Real Property ("Conveyance Agreement"). The lease term shall expire on the earlier of: (1) the date that the City provides written termination notice confirming that it no longer occupies the City Property; or (2) January 1, 2021. The City may exercise the right to continue to extend this Lease after January 1, 2021 on a monthAo-month basis with 30 days' notice of termination at the rate set forth in Section 3.(a)(2), below. (d) Permitees. All officials, officers, directors, employees, agents, contractors, customers, visitors and invitees of Tenant at the Leased Premises. (e) Permitted Exce to ions. The conditions, restrictions, easements and encumbrances, if any, affecting title to the Leased Premises set forth in the owner's title of policy insurance obtained by Landlord pursuant to the Conveyance Agreement. (f) City Council. The City Council of the City of Anna, Texas. (a) Demise and Grant of Leased Premises. Landlord hereby leases to Tenant and Tenant accepts fiom Landlord under the terms, provisions and conditions of this Lease the Leased Premises commencing on the Effective Date hereof and continuing until the expiration or earlier termination of the Term as hereinafter provided. (b) Term. The term of the Lease is as set forth in 1.(c), above. (c) Improvements. Any and all structures and other improvements existing on the Leased Premises at the beginning of the Term or thereafter installed or constructed. (d) Quiet Enjoyment. Upon Tenant's payment of all rent hereunder as same becomes due and observance and performance 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 Premises 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 Leased Premises, subject only to the Permitted Exceptions, and has full right and authority to make this Lease. (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 Leased 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) Authori .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 Leased 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. (f) Condition of Leased Premises. TENANT UNDERSTANDS AND ACKNOWLEDGES ITS ACCEPTANCE OF THE LEASED PREMISES IS WITHOUT RECOURSE, REPRESENTATION OR WARRANTY (EXCEPT AS SPECIFICALLY SET OUT HEREIN) OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY AND LANDLORD IS LEASING THE LEASED PREMISES AS IS, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTY (ALL OF WHICH LANDLORD HEREBY )ISCLAIMS) AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH SPECIFICATIONS, ABSENCE OF LATENT DEFECTS, OR COMPLIANCE WITH LAWS AND REGULATIONS. TENANT HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT LANDLORD SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OCCUPANCY, CONSTRUCTION, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF THE LEASED PREMISES, TENANT ACKNOWLEDGES THAT TENANT HAS INSPECTED THE LEASED PREMISES AND ACCEPTS THE LEASED PREMISES "AS IS," "WHERE IS" AND "WITH ALL FAULTS." 3. Rent and Taxes. Tenant shall pay Landlord the following amounts: (a) Rent. (1) Tenant shall pay to Landlord as rent ("Rent") for the Leased Premises a single lump sum payment of $10 annually, the receipt and sufficiency of which is hereby acknowledged. (2) If the lease term is extended after January 1, 2021, the Rent shall increase to $1,000 per month due on the fifth day of each month beginning January 5, 2021. (b) Taxes. Tenant shall be liable to time pay or reimburse Landlord for any taxes that may become due during the Term on a pro rata basis calculated as a percentage of the tax liability for the number of days in the applicable tax year during which Tenant occupies the Property under this Lease. Either Landlord or Tenant may dispute taxation or (a) Delivery of Leased Premises. Landlord shall deliver exclusive possession of the Leased Premises to Tenant upon the beginning of the Term, subject only to the provisions and terms of this Lease and the Permitted Exceptions. (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 and, if required under City ordinances) or the City Council, set An 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 Leased Premises. If any such construction by Tenant is at any time approved: LEASE AGREEMENT PAGE 2 (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 conshuction5 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 (c) No Mechanic's Liens. Tenant shall not permit any mechanic's or rnaterialman's liens to be filed against Landlord's interest in the Leased 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 attorneys fees, attributable to any such liens. Tenant's obligations under this paragraph 4(c) shall expressly survive the expiration or earlier termination of this Lease. (d) Environmental. Tenan# will conduct its business in a lawful manner and will not make or permit any unlawful use of the Leased Premises. Tenant will, at its own expense, promptly comply with all laws, regulations, and ordinances affecting the Leased Premises 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, 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 PREMISES 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 19805 42 U.S.C. §§9601- 75(1986), AS AMENDED BY THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, PUB, L. NO.994993 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 DRINKJNG WATER ACT, 42 U.S.C. §§300(f)-3000), 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 a�ragra hn 4(d) shall expressly survive the expiration or earlier termination of this Lease. (e) Runs. Tenant shall, at its sole cost and expense, perform all repairs and preventative maintenance necessary to maintain the Leased Premises in good condition and repair, ordinary wear and tear excepted, and keep the Leased Premises in compliance with applicable law throughout the Term. The foregoing shall not in any way impair or limit Tenant's right to make alterations or additions to the Leased Premises as set forth in Paragraph 4(b) above. Tenant's obligations under this paragraph 4(e) shall expressly survive the expiration or earlier termination of this Lease. (f) Tenant's Fixtures. Tenant may install in or upon the Leased Premises such trade fixtures and equipment as Tenant deems desirable, provided that Tenant does so in accordance with a written plan demonshating the size and configuration of such fixtures and equipment upon the Leased Premises. All of said items shall remain Tenant's property whether or not affixed or attached to the Leased Premises. Tenant may remove such items fiom the Leased Premises at any time during the Term. Nothing contained in this paragraph 4(f) shall diminish Tenant's obligations to maintain the Leased Premises pursuant to paragraph 4(e). (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 Premises for the LEASE AGI3EE1!'IEIVT PAGE 3 uses permitted hereby (collectively, "Approvals"). Landlord agrees to reasonably cooperate with Tenant with respect to its obtaining the Approvals and to execute such documents as may be required of the owner of fee title to the Leased Premises 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. 5. Uties. Tenant shall at its own expense arrange with the appropriate utility suppliers for services to the Leased Premises, pay all connection, meter and service charges and deposits required to connect utilities to the Leased Premises, and pay such utility suppliers directly for such services. Landlord shall not pay any sum in connection with utility installation or service on the Leased Premises. (a) Tenant's Use. Except as prohibited or restricted by the Permitted Exceptions, Tenant may use the Leased Premises for any lawful purpose, provided that such purpose is hi 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 Premises. (b) Assignment, Subletting. Tenant shall not assign all or any part of this Lease or sublet all or any part of the Leased Premises without Landlord's written consent. In the case of any assignment or sublease permitted by Landlord, Tenant shall not be released from liability. 7.Indemnifieatiou Insurance. (a) Indemnification. INADDITION TO ANY OTHER PROVISIONS OF THIS LEASE, TENANT SHALL INDEMNIFY, HOLD IIARIv11. ESS, 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 PREMISES, IMPROVEMENTS OR TENANT'S OPERATIONS, CONDUCT OR ACTIVITIES, UNLESS AND TO THE EXTENT THE SAME IS DUE TO THE NEGLIGENCE, GROSS NEGLIGENCE, OR INTENTIONAL ACTS OR OMISSIONS OF LANDLORD, ITS AGENTS, EMPLOYEES OR CONTRACTORS. TENANT'S OBLIGATIONS UNDER THIS PARAGRAPH 7(a) SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE TERM. (b) Tenant's Insurance. Tenant shall, at its expense, obtain comprehensive general liability insm•ance or risk pool coverage against alI claims on account of bodily injury, personal injury or property damage, for which Tenant may, as a result of its operations or other use of the Leased Premises, become liable, with limits of not less than the statutory maximum liability of Tenant. (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 Premises. (d) Scope, The insurance or risk pool 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 this Lease will continue in full force and effect; LEASE AGREEMENT' PAGE 4 provided, however, that 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 o£ (1) Landlord or its officers, directors, employees, agents, contractors, customers, or visitors and invitees of Landlord at the Leased Premises, or (2) Tenant or its Permitees. This waiver shall be in effect only so long as the applicable insurance or risk pool 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 Tenant's insurance carrier declines to include in such carrier's policies a standard waiver of subrogation clause, Tenant shall promptly notify Landlord. (a) Destruction. (1) Cancellation. If any portion of the Improvements situated on the Leased Premises shall be damaged or destroyed, this Lease shall continue in full force and effect and shall not be affected thereby. (2) Restoration. In the event of unintended damage or destruction, Tenant shall remove any debris and cause the Leased Premises to be repaired or restored as Tenant may deem necessary or desirable, but in any event the Leased Premises shall be repaired or restored to a safe and sightly condition in compliance with all applicable laws. (3) Insurance Proceeds. All of Tenant's insurance proceeds payable with respect to damage or desu UCtiOn of the improvements situated on the Leased Premises shall be retained by and be the property of Tenant. (b) Condemnation. (1) Taking of Parkin og r Access, In the event of a taking by the power of eminent domahi or conveyance in lieu thereof ("Taking") of the whole or any part of the Leased Premises, this Lease shall terminate as to the portion so taken but shall remain in full force and effect as to the balance of the Leased Premises. (2) Awards. All compensation awarded for any Taking of the Leased Premises, including any interest of Landlord os• 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. (3) Restoration. If there is a Taking of all or part of the Leased Premises, Tenant, at its sole discretion and expense, shall restore and rebuild the Leased Premises, in such manner as Tenant may elect, provided that the same shall be in accordance with all applicable laws. 9. 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 parry's address shall be as follows or as set forth in a written Notice to the other party: Landlord: tonic Investments, LLC 219 East White Street LLASL AGRLLMEIeI'I' PALL 5 Anna, Texas 75409 Tenant: City Manager City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 With a copy to: and: Clark McCoy Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 Fax:972-712-3540 (b) Entire Agreement. This Lease embodies the entire agreement and understanding between the parties as to the lease of the Leased Premises 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 Landlor to Tenant. Tenant does not by entering into this Lease waive any immunities it may have under common law or statute. (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 fi'om 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 Premises to Landlord. Tenant shall remove all Personal Property, which are not fixtures (other than trade fixtures installed by Tenant, which Tenant may remove. All other installations or improvements, including all infrastructure, structures, buildings, I VAC equipment, paneling, 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 Premises 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 subparagraph 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 Premises 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 unenfvrceability 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 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. LEASE AGREEMENT PAGE 6 Lease. (g) Time of the Essence. Time is of the essence with respect to each provision, term and covenant of this (h) Captions. The captions are for convenience and do not limit or define the provisions of this Lease. (i) Gender, NuIII 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. (lc) Conri•act 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. LANDLORD: JONIC INVESTMENTS/l,LLC By: JhzW&?O 14) Jon Frendricks, its Managing Member STATE OF TEXAS § COUNTY OF COLLIN § Before me, the undersigned notary public, on the ��day of , 2018, personally appeared Jon Hendricks known to me (or proved to me) to be the person whose nai& is subscribed to the foregoing instrument and aclmowledged to me that he executed the same in his capacity as Managing Member and on behalf of Jonic Investments, LLC, u�. blic, Slate of Texas TENANT THE CITY OF ANNA, TEXAS 3 Printed Name: /0_u .p I'G-t 5 cy Title:C_rl4 ii'.bw"s.eiL Date: �/ci --�g STATE OF TEXAS § COUNTY OF COLLTNT § Tana Ross My Commission Cx�:ires osrovzo2� iD No. 126995695 LEASE AGREEMENT PAGE 7 Before me, the undersigned notary public, on the ACday of 4WA, 2018, personally appeared AWuAta Scltw�lle Imown to me (or proved to me) to be the Arson whose name is subscribed to the foregoing mstrument and aclmowledged to me that he executed the same in his capacity as and on behalf of C1 ary Publ' , State of Texas t 0� iana Ross r a my Commission CxPhlrs j? 06/01/2021 ID No. 126916696 LEASE AGREEMENT PAGE S �. ,, it � t' <I' � J 1� � .r � i' r i t,rr �