1995-156C:\WPDOCS\ORD\AMERLEGI.O
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A LEASE WITH AMERICAN
LEGION POST NO. 840 FOR THE LEASE OF THE AMERICAN LEGION BUILDING
IN THE FRED MOORE PARK; CANCELLING THE EXISTING LEASE; AND
PROVIDING FOR AND EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That certain Lease Agreement Between the City of
Denton and the American Legion Post No. 840 for the lease of the
American Legion Building In Fred Moore Park (Lease) is hereby
approved and the Mayor, or in his absence, the Mayor Pro Tem, is
hereby authorized to execute that Lease in substantially the form
of the attached Lease which is made a part of this ordinance for
all purposes.
SECTION II. That immediately upon the passage of this
ordinance and the execution of the attached Lease by the parties,
that certain Lease Agreement executed by the parties on the 25th
day of July, 1953, is hereby cancelled and of no further force and
effect.
SECTION III. That this ordinance shall become effective
immediately upon its passage and approval.
PASSED AND APPROVED this the ~~day of ~, 1995.
BOB CASTLEBERRY, MAY~
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
HERBERT L. PROUTY, CITY ATTORNEY
BY: ~ - '
LEASE AGREEMENT BETWEEN THE CITY OF DENTON
AND AMERICAN LEGION POST NO. 840
FOR THE LEASE OF THE AMERICAN LEGION BUILDING
IN FRED MOORE PARK
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS ..... ' 1
1
1.01. Lessor . ·
1.02. Hazardous Substance . · . . . 1
1.03. Lease .... ' · 1
1.04. Leased Property . . . 1
1.05. Lessee . . . . . 2
1.06. American L~gion Building . 2
1.07. Parking Area . . 2
ARTICLE II. LEASED PROPERTY . . 2
· · 2
2.01. Leased Property . .
2.02. Parking Area ...... 2
2.03. Use of Leased Property ..... 2
2.04. No Warranties .... . . . . 3
2.05. Hazardous Substances ......... 3
ARTICLE III. TERM ......... 4
3.01. First Term ........... 4
3.02. Second Term ...... 4
ARTICLE IV. RENTALS AND PAYMENTS ..... 4
4.01. Consideration . . 4
4.02. Destruction of Property . · · 4
ARTICLE V. UTILITIES ......... 5
5.01. Utilities ......... 5
ARTICLE VI. IMPROVEMENTS, ALTERATIONS AND REPAIRS . . . 5
6.01. Roof and Exterior Repairs . . . 5
6.02. Interior Repairs .......... 5
6.03. Alterations or Improvements .... 5
6.04. Lessor Approval of Plans; Compliance with Laws . 6
6.05. Signs ...... 6
ARTICLE VII. INSURANCE AND INDEMNITY ...... 6
7.01. Personal Property Insurance . . . 6
7.02. Indemnity by Lessee ........ 6
7.03. Indemnity by Lessor ...... 6
7.04. Notice of Claim .............. 7
ARTICLE VIII. CANCELLATION BY LESSOR 7
8.01. Default by Lessee ....... 7
· 7
8.02. Default by Lessor · . . 7
8.03. Removal of Personal Property .
· 7
8.04. Repairs . . 7
8.05. No Waiver '
8.06. Transfer of Permanent Improvements . 8
ARTICLE IX. MISCELLANEOUS PROVISIONS 8
8
9.01. Entire Agreement ......
9.02. Subletting or Assignment . 8
9.03. Lease Binding on Successors and Assigns ...... 8
9.04. Severability . · . . . . 8
9.05. Notice ...... 8
·
9.06. Headings · -
9.07. Tolling of Time .... ' . 9
9.08. Cancellation of Base Lease . 9
PAGE 2
STATE OF TEXAS
COUNTY OF DENTON
LEASE AGREEMENT BETWEEN THE CITY OF DENTON
AND AMERICAN LEGION POST NO. 840
FOR THE LE~SE OF THE AMERICAN LEGION BUILDING
IN FRED MOORE PARK
This Agreement for the lease of the real property is made
between the City of Denton, a municipal corporation of the State of
Texas (Lessor), and American Legion Post No. 840, a non profit
Texas corporation (lessee).
Whereas, the parties have entered into that certain Lease
Agreement executed on the 25th day of July, 1953 for the lease of
the American Legion Building and a certain parcel of land within
Fred Moore Park on which the building sits; hereinafter referred to
as "Base Lease"; and
Whereas, the parties wish to cancel the Base Lease and to
enter into a new lease. The parties, therefore, agree as follows:
ARTICLE I. DEFINITIONS
This Article contains definitions of certain terms used in
this Lease, set forth as follows:
1.01. Lessor. City of Denton, Texas.
1.02. Hazardous Substance. Any substance that is toxic,
ignitable, reactive, or corrosive and that is regulated by any
local government, the state of Texas, or the United States
Government or any agency thereof. "Hazardous Substance" includes
any and all material or substances that are defined as "hazardous
waste," "extremely hazardous waste," or a "hazardous substance"
pursuant to state, federal, or local government law. "Hazardous
Substance" includes without limitation, asbestos, polycholoro-
biphenyls ("PCBS"), and petroleum.
1.03. Lease. This Lease Agreement.
1.04. Leased Property. Approximately 2,400 square feet of
land, including a building known as the American Legion Building
and all appurtenant structures and fixtures attached thereto,
located in Fred Moore Park, as more completely shown in the
attached legal description, Exhibit A, which is attached to and
made a part of this Lease for all purposes as if written word of
word herein.
1.05. Lessee. American Legion Post 840.
1.06. American Legion Building. That building, constructed
by the American Legion Post No. 840, located at 629 Lakey Street,
within Fred Moore Park, in the City and County of Denton, Texas and
located on the land described in Exhibit A.
1.07. Parking Area. The parking area designated by the
Lessor for the use of Lessee for parking motor vehicles, during the
times Lessee is actually utilizing the Leased Property under this
Lease and is more fully described by the processed area on Exhibit
B, which is attached to and made a part of this Lease for all
purposes.
ARTICLE II. LEASED PROPERTY
2.01. Leased Property. In consideration of the Lessee's
agreement to cancel the Base Lease, the Lessee's agreement to
transfer the American Legion Building to Lessor at the end of the
Lease term or any extended Lease term hereunder as Lessor's
property and in consideration of the other covenants and
obligations assumed by the Lessee hereunder, the Lessor leases to
Lessee and Lessee leases from Lessor the Leased Property.
2.02. Parking Area. The Lessor shall provide Lessee, at no
additional charge, the Parking Area during the time it is utilizing
the property as shown on the cross exterior in Exhibit B, which
shall be subject to reasonable regulations of Lessor.
2.03. Use of Leased Property. Lessee may use and occupy the
Leased Property for at least one regular meeting of Lessee on one
day per month and for additional special occasions each year in
accordance with a calendar schedule to be completed by the Lessee
and attached to this Lease as Exhibit C within thirty (30) days of
the date of execution of this Lease. In each succeeding year of
the term of this Lease within 30 days from the anniversary date of
this Lease, Lessee shall submit a calendar for each subsequent year
of this Lease showing its time of use during the year. Upon giving
ten (10) days notice to the Lessor, through its director of parks
and recreation, Lessee may make changes in the schedule subject to
the approval of the Lessor.
a. The Lessee has the right to negotiate changes in the
schedule or to transfer its times of usage based on agreements
between the Lessee and other users of the American Legion
Building.
b. The Lessee understands and agrees that the Lessor
will maintain and make changes to the property through
Lessor's consultant, Architectural Collective, Inc., and
during the term of this Lease the Lessee grants Lessor, its
PAGE 2
architects, officers, employees, consultants and contractors
full ingress and egress to the property for the purpose of
making improvements, renovations and for maintenance of the
Leased Property.
c. In accordance with Section 22-27 of the City Code of
ordinances, by approving this Lease, the City Council has
approved all the times of use by the American Legion as
scheduled events and the American Legion may use the property
during the various times of use or scheduled events until
12:00 p.m. for each calendar day of use.
4. Lessee agrees that this Lease is not exclusive and
Lessor shall have an unrestricted right to lease the American
Legion Building and the underlying Leased Property to other
parties, including without limitation, senior citizen groups
and other individuals and entities at times when Lessee is not
utilizing the Leased Property.
e. During the times of use hereunder Lessee may utilize
property for any legal operations enjoyed by Lessee related to
its American Legion activities, and for no other use
whatsoever. Lessee shall not do or permit anything to be done
in or about the Leased Property that will materially obstruct
or materially interfere with the rights of other persons
occupying the Leased Property or the surrounding area of Fred
Moore Park. Lessee shall not permit any nuisance in, on, or
around the Leased Property, and shall regularly remove
therefrom all trash and debris. Lessee shall comply with any
laws, statutes, ordinances, rules or regulations of any
governmental or quasi-governmental authority affecting the
Leased Property, now in force or that may hereafter be enacted
and promulgated.
2.04. No Warranties. The Leased Property is leased to
Lessee "AS IS", with Lessee accepting all defects, if any, and the
Lessor makes no warranty or representations of any kind, express or
implied, with respect to habitability, fitness or suitability of
any part thereof, including the absence of any toxic or otherwise
hazardous substances, except as otherwise provided in this Lease.
2.05. Hazardous Substances. Except for pesticides kept and
dispensed in accordance with State and Federal law and regulations,
Lessee shall not cause or permit any Hazardous Substance to be used
stored, generated, or disposed of on the Leased Property, without
the Lessor's written consent. If Hazardous Substances are used,
stored, generated or disposed of on the Leased Property or
Temporary Use Property by Lessee, its employees, agents, or
contractors, except as permitted above, Lessee shall indemnify,
defend and hold the Lessor, its officers, agents and employees,
harmless from any and all claims, damages, fines, costs, liabili-
ties, or losses, including without limitation, any and all costs
PAGE 3
incurred because of any investigation of the site or any cleanup,
removal, or restoration mandated by a federal, state, or local
agency or political subdivision resulting from the use, storage,
generation or disposal of Hazardous Substances by Lessee, its
employees, agents, or contractors in violation of Applicable Laws.
ARTICLE III. TER~
3.01. First Term. The First Term of this Lease shall begin
on August , 1995, and shall terminate on August ., 2005,
unless earlier terminated as provided in this Lease.
3.02. Second Term. If, before March 1, 2005, Lessee gives
written notice to the Lessor that it wishes to extend this Lease
for a Second Term, this Lease shall continue in effect until August
, 2015, on the same terms and conditions as were in effect
during the First Term.
ARTICLE IV. RENTALS AND PAYMENTS
4.01. Consideration. In consideration for this Lease, Lessor
acknowledges that the Lessee has constructed the American Legion
Building and has agreed that the American Legion Building shall
become the property of the Lessor on the termination of this Lease
and that Lessee has agreed to perform the other terms and
obligations of this Lease.
4.02. Destruction of Property. If the Leased Property is
damaged by fire or other casualty, the Lessor may repair or recon-
struct the Leased Property to substantially the same condition as
existed immediately prior to the casualty or terminate this Lease
by notifying Lessee within sixty (60) days after the date of the
fire or other casualty, such termination to be effective as of the
date of such fire or other casualty.
If the Lessor elects to rebuild the Leased Property and the
reconstruction is not completed within one hundred-eighty (180)
days from the date of the fire or other casualty, Lessee shall have
the right to terminate this Lease by delivering written notice of
termination to the Lessor prior to completion of the reconstruc-
tion. The Lessor shall not be liable to Lessee for loss of the use
of the whole or any part of the Leased Property, Lessee's personal
property, or any inconvenience, loss of business or profit, or
annoyance arising from any repair and reconstruction.
PAGE 4
~RTICLE Vo UTILITIES
5.01. Utilities. Lessor shall provide for electricity,
natural gas, solid waste removal, telephone service or any other
utility services supplied to the Leased Property in the usual and
customary manner that it provides such services to other park
facilities at no expense to Lessee.
ARTICLE VI. IMPROVEMENTS, ALTERATIONS AND REPAIRS
6.01. Roof and Exterior Repairs. Lessor shall keep the roof
and exterior walls of the Leased Property in good repair, excluding
the replacement of glass, but the Lessor shall not be liable to
Lessee for lost revenues, profits, damages, claims, or losses of
any kind, including loss or damage to merchandise or materials
stored or kept on the Leased Property, because of the Lessor's
failure to make timely or adequate repairs or to provide security
or otherwise to comply to with the terms and conditions of this
Lease.
6.02. Interior Repairs. By taking possession of the Leased
Property, Lessee shall be deemed to have accepted the same as being
suitable for the conducting of the Lessee's business and for the
special events to be held in accordance with the calendar attached
as Exhibit C hereunder. The Lessor shall maintain and repair such
property in accordance with its own maintenance policy and
procedures for similar properties at no expense to Lessee. Lessee,
will not damage or injure the Leased Property, or the appurtenances
or fixtures thereof, and shall keep the Leased Property in good
condition and repair, ordinary wear and tear along excepted. Any
such injury or damage to the Leased Property caused by or resulting
from any act, omission or neglect of Lessee or Lessee's employees,
servants, agents, or invitees shall be repaired or replaced by
Lessee, at its expense.
6.03. Alterations or Improvements. Lessee shall have the
right, at its own expense, to make any alterations or improvements
to the Leased Property, provided that the alterations or improve-
ments are first approved in writing by the Lessor. The Lessor
shall notify Lessee in writing of its approval or disapproval of
proposed alterations or improvements within fifteen (15) days after
the Lessor receives a written request from Lessee which adequately
describes or illustrates the alterations or improvements. If the
Lessor fails to notify Lessee within the fifteen (15) days, the
proposed alterations shall be deemed approved. Ail alterations or
improvements shall be performed in such a manner that no mechan-
ic's, materialman's or other similar liens shall attach to the
Leased Property. Except as expressly provided in this Lease, any
alterations or improvements shall become a part of the Leased
Property and shall belong to the Lessor, without compensation to
Lessee, at the expiration of this Lease or the termination of
Lessee's right to possession of the Leased Property.
PAGE 5
6.04. Lessor &pproval of Plans; Compliance with Laws. Any
provision of this Lease providing for the Lessor's approval or dis-
approval of improvements or alterations to the Leased Property
applies to the Lessor acting in the capacity of the landlord or
owner of the Leased Property and shall not apply to the Lessor's
review, approval, or disapproval of any plans for improvements or
alterations when acting in its capacity as a governmental entity
administering and enforcing building codes or other laws or regula-
tions. In making any alterations or improvements, Lessee shall
comply with all Federal, State, and local laws, regulations, or
ordinances, including the issuance of permits and the payment of
fees.
6.05. signs. Lessee shall not post any signs on the Leased
Property without the approval of the Lessor as landlord with the
exception of any signs, emblems or banners which identify the
building as the American Legion Building or identify this structure
as the meeting place of Lessee. Any signs approved by the Lessor
as landlord shall comply with the Lessor's ordinance regulating
signs.
ARTICLE VII. INSURANCE ~ INDEMNITY
?.01. Personal Property Insurance. Lessee shall be sole
responsible for any personal property that it places or stores in
the American Legion Building and it shall not place any personal
property in the building which will increase the risk of loss by
fire, storm, water damage, or other casualty or shall increase the
Lessor's insurance premiums or self insurance risk.
?.02. Indemnity by Lessee. Lessee shall indemnify and hold
the Lessor, its officers, agents and employees harmless from all
fines, suits, costs, and liability of every kind arising from:
(a) Any violation or nonperformance by Lessee of any repre-
sentation or covenant contained in this Lease which continues be-
yond any applicable cure period; and
(b) Any bodily injury, death, or property damage that is
proximately caused by the negligence or willful misconduct of
Lessee or any of its agents, employees, or contractors. The
indemnity set out in this section shall not apply to matters caused
in whole or in part by Lessor or anyone acting for Lessor.
7.03. Indemnity by Lessor. To the extent allowed by law, the
Lessor shall indemnify and hold Lessee harmless from all fines,
suits, costs, and liability of every kind arising from:
(a) Any violation or nonperformance by the Lessor of any
representation or covenant contained in this Lease which continues
beyond any applicable cure period; and
PAGE 6
(b) Any bodily injury, death, or property damage that is
proximately caused by the negligence or willful misconduct of the
Lessor or any of its agents, employees, or contractors. The indem-
nity set out in this section shall not apply to matters caused in
whole or in part by Lessee or anyone acting for Lessee.
7.04. Notioe of Claim. Lessee shall give written notice to
the Lessor within ten (10) days of the date Lessee receives notice
of a claim for damages for bodily injury or property loss arising
from some condition or use of the Leased Property or the Temporary
Use Property by any person who is not an employee of Lessee.
/%RTICLE VIII. C~%NCELLATION BY LESSOR
8.01. Default by Lessee. If Lessee fails to comply with any
of the terms of this Lease, the failure shall be considered a
default and the Lessor shall give Lessee written notice of the
breach and request Lessee to correct the breach. Should Lessee
fail to correct the breach within sixty (60) days following receipt
of the notice, the Lessor shall have the right to terminate this
Lease by giving Lessee written notice of termination.
8.02. Default by Lessor. If the Lessor fails to comply with
any of the terms of this Lease, the failure shall be considered a
default and Lessee shall give the Lessor written notice of the
breach and request the Lessor to correct the breach. Should the
Lessor fail to correct the breach within sixty (60) days following
receipt of the notice, Lessee shall have the right to terminate
this Lease by giving the Lessor written notice of termination.
8.03. Removal of Personal Property. Upon termination of this
Lease, Lessee shall have the right to remove its trade fixtures
and personal property if the removal does not cause damage to the
Leased Property. Lessee shall remove all personal property from
the Leased Property within ten (10) days after the termination and
should Lessee fail to do so, the Lessor may elect to retain posses-
sion of the property or sell the same and keep the proceeds or have
the property removed at the expense of Lessee.
8.04. Repairs. Where, upon termination of the Lease, the
fixed improvements become the property of the Lessor as provided
herein, Lessee shall repair, at its own expense, any damage to the
fixed improvements, resulting from the removal of personal property
and shall leave the Leased Property in a neat and clean condition
with all other improvements in place, ordinary wear and tear
excepted.
8.05. No waiver. Failure of the Lessor to declare this Lease
terminated upon the default of Lessee shall not waive the right of
the Lessor to cancel this Lease for a later default.
PAGE 7
8.06. Transfer of Permanent Improvements. That immediately
upon the termination of this Lease, Lessee shall transfer and
convey the American Legion Building and all other fixtures and
fixed improvements to Lessor and all such improvements shall become
the property of the Lessor in fee simple. Lessee hereby agrees to
sign and deliver to Lessor any documents of conveyance or other
documents necessary to effect said transfer within ten (10) days of
the date of termination of this Lease.
ARTICLE IX. MISCELLANEOUS PROVISIONS
9.01. Entire Agreement. This Lease constitutes the entire
understanding between the parties and supersedes all prior or inde-
pendent agreements between the parties covering the subject matter
hereof. Any change or modification hereof shall be in writing and
signed by both parties.
9.02. Subletting or Assignment. Lessee shall not rent or
sublease the Leased Property or assign this Lease without the prior
written consent of Lessor.
9.03. Lease Binding on Su¢oessors and Assigns. Ail cove-
nants, agreements, provisions and conditions of this Lease shall be
binding upon and inure to the benefit of the respective parties
hereto and their legal representatives, successors or assigns.
9.04. Severabilit¥. If any provision of this Lease shall be
declared void or illegal by any court or administrative agency
having jurisdiction, the remaining provisions shall continue in
effect as nearly as possible in accordance with the original intent
of the parties.
9.05. Notice. Any notice given by one party to the other in
connection with this Lease shall be in writing and shall be sent by
registered mail, return receipt requested, with postage and reg-
istration fees prepaid, as follows:
If to Lessor, addressed to: If to Lessee, addressed to:
city Manager American Legion Post No. 840
city of Denton 629 Lakey Street
215 E. McKinney Denton, Texas 76201
Denton, Texas 76201
Notices shall be deemed to have been received on the date
shown on the receipt, if sent by certified mail, or on the date
received, if delivered by hand.
9.06. Headings. The headings used in this Lease are intended
for convenience of reference only and do not define or limit the
scope or meaning of any provision of this Lease.
PAGE 8
9.07. Tolling of Time. Whenever a period of time is pre-
scribed in this Lease for action to be taken, the party required to
take the action will not be liable or responsible for, and there
shall be excluded from the computation of time, any delays due to
strikes, riots, acts of God, shortages of labor or materials, war,
Applicable Laws, or any other causes which are beyond the control
of the party, excluding financial inability.
9.08. Cancellation of Base Lease. As of the execution of
this Lease by all the parties the Base Lease between the parties
dated the 25th of July, 1953, is hereby terminated and declared to
null and void and of no further force and effect.
/~ WiTNES~WH~REOF.~the parties have executed this Lease the
ay of ~ , 1995.
CITY OF DENTON, TEXAS, THE LESSOR
BOB CASTLEBERRY, MAY~ ~
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
AMERICAN LEGION POST NO. 840, THE
LESSEE
TITLE:
E: \WPDOCS\K\AMERLEG. K
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