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1992-211AN ORDINANCE APPROVING AN AGREEMENT PROVIDING FOR THE LEASE OF OFFICE SPACE AT 324 EAST MCKINNEY STREET; AND DECLARING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. That the City Council of the City of Denton hereby approves an office lease agreement between the City and Joan Cohagen, Rickye Earl Coleman and Patrlcla Pennington for office space at 324 East McKinney Street in accordance with the terms thereof, a copy of which is attached hereto and incorporated herein. SECTION II. That the expenditure of funds pursuant to the base is hereby authorized. SECTION III. That this ordinance shall become effectIve Immediately upon its passage and approval. PASSED AND APPROVED this the ~"day of ~ 1992. BOB CASTLEBERRY, MAYOI~-~ ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: .. _ APPROVED AS TO LEGAL FORM: DEBRA A. DRAYOVITCH, CITY ATTORNEY AAA00B6A AAAOOB6A OFFICE LEASE AGREEMENT Thls lease agreement is made and entered into by and between the City of Denton, Texas, a municipal corporation located at 215 East McKinney Street, Denton, Texas ("Lessee"), and Joan Cohagen, an individual residing in Denton County, Texas, and Rlckye Earl Coleman and Patricla Pennington, Executors of the Estate of Earl L. Coleman (collectively, "Lessor"). In consideration of the mutual covenants and agreements herein set forth, and other good and valuable consideration, Lessor does hereby demise and lease to Lessee, and Lessee does hereby lease from Lessor, office space comprising 6,465 square feet of usable space, located on the first floor of the building at 324 East McKinney, Denton, Texas, and hereinafter called the "leased premises". ARTICLE 1. The term of this lease shall commence at 12:01 mldnlght on December 31, 1992, and end at 12:00 mldnlght on December 31, 1999, subject, however, to earlier termination as hereinafter more partlcularly described. Lessor shall on the commencement date of the term of th~s lease as herelnabove set forth, place Lessee in quiet possession of the leased premises and shall secure ~t in the quiet possession thereof against all persons lawfully claiming the same during the entire lease term and any extensions thereof. ARTICLE 2. Lessee shall pay Lessor at 318B East Oak Street, Denton, Texas, as rent for the leased premises, the amount of $7,539.00 each month, which shall be payable on the first day of each month. It ls further understood and agreed by and between the parties hereto that the Lessee may cancel and terminate this lease upon n~ne (9) months written notice to Lessor. ARTICLE 3. Lessee wlll use the leased premises only for office purposes, including data processing operations, and restrict their use to such purposes unless Lessor or Lessor's authorized agent shall give Lessee prior written consent for a different use. Lessor agrees that at all times the Lessee and public shall have the unobstructed use of the area immediately north of and adjacent to the leased building for the parking of vehicles and, if requested by Lessor during the lease term, Lessor shall designate an additional ten (10) parking spaces on the east side of the leased building for the exclusive use of the Lessee. Lessor agrees that Lessee may limit or restrict the use of these parking spaces as necessary to conduct business ~n an orderly and efficient manner and to provide adequate service to persons conducting bus~ness w~th Lessee. ARTICLE 4. Lessee acknowledges that its acceptance of possession of the leased premises constitutes a conclusive admission that it has lnspected the leased premises and has found them in good condltlon and repair. Lessee agrees to surrender the leased premises to Lessor at the end of the lease term in good order or condition, allowing for reasonable use and wear. ARTICLE 5. Lessee shall pay for all utilities furnished the leased premises for the term of thls lease, including electricity, gas, water, and telephone services. Usual janitorial and maintenance services including sweeping and waxing of floors, the cleaning of windows, and replacement of light bulbs or fluorescent tubes shall be performed by Lessee. ARTICLE 6. A. Lessee shall be responsible for only minor maintenance, and Lessor shall be responsible, at Lessor's expense, for all major maintenance of the leased premises so that the premises will have' (1) effective waterproofing and weather protection of roof and exterior walls, including unbroken windows and doors, unless the damage is caused by other than natural hazards and normal wear; (2) a satisfactory foundation and structural frame to maintain the leased premises in condition fit for 1ts intended use, (3) building, grounds, and appurtenances at the t~me of the commencement of the lease in every part clean, sanitary, and free from all accumulations of debris, f~lth, rubbish, garbage, rodents, and vermin, and all areas under control of Lessor thereafter kept in every part clean, sanitary, and free from all accumulations of debris, filth, rubbish, garbage, rodents, and vermin. Lessee will assume responsibility for all repairs resulting from damages caused by the Lessee and any equipment or remodeling work performed by the Lessee. Lessee will also assume responsi- bility for all major plumbing repalrs such as, but not limited to, a sewer line collapse. Lessee will also assume all responsibility PAGE 2 for repairs to air conditioning and heating systems for the leased premises until the termination of this lease. B. Notwithstanding the other provisions of this Article, Lessee shall construct one ramp on the premises to be accessible to the disabled and, if necessary, two door knobs on the outside front door of the building on the premises, to meet the requirements of the Americans with Disabllltles Act of 1990. Lessor shall remodel, within 30 days of Lessee's request, one of the water closets to meet the requirements of the Americans with Disabilities Act of 1990. Lessee agrees to pay one-half of the cost of such remodeling, within 30 days of mailing of an invoice from Lessor, if Lessor has first furnished an estimate of the cost of such remodeling to Lessee and Lessee agrees to the cost. If Lessee does not agree, Lessee and Lessor shall agree each to pay half of the costs as provided to an estimate prepared'by a constructor doing business in Denton. ARTICLE 7. Lessee shall not make any alterations, additions, or Improve- ments to the leased premises without the prior written consent of Lessor. Consent for nonstructural alterations, additions, or ~mprovements shall not be unreasonably withheld by Lessor. Lessee shall have the right at all times to erect or install furniture and fixtures, provided that Lessee complies with all applicable governmental laws, ordinances, and regulations. Lessee shall have the right to remove at the termination of this lease such items so installed; however, Lessee shall, prior to the termination of this lease, repair any damage caused by such removal. ARTICLE 8. Partial destruction of the leased premises shall not render this lease void or voidable, or terminate it except as herein provided. If the premises are partially destroyed during the term of this lease, Lessor shall repair them, when such repairs can be made in conformity with local, state, and federal laws and regulations within sixty (60) days of the partial destruction Rent for the premises will be reduced proportionately to the extent to which the repair operations interfere with the normal conduct of Lessee's business on the premises. If the repairs cannot be so made within the time limited, Lessor has the option to make them within a reasonable time thereafter, not to exceed thirty (30) days and continue this lease ~n effect with proportional rent rebate to Lessee as provided for herein. If the repairs cannot be so made in sixty (60) days and ~f Lessor does not elect to make them within the reasonable time thereafter, either party hereto has the option to terminate this lease. If the building in which the leased premises are located is more than one-third (1/3) destroyed, Lessor may, at Lessor's option, terminate the lease whether the premises are damaged or not. PAGE 3 ARTICLE 9. Lessee agrees not to assign or sublease the premises leased, any part thereof, or any right or privilege connected therewith, or to allow any other person, except Lessee's agents and employees, to occupy the premises or any part thereof, without first obtalning the Lessor's written consent. Lessee's interest In this lease is not assignable by operation of law, nor is any assignment of 1ts interest herein, without Lessor's written consent. ARTICLE 10. Lessor shall pay and fully discharge all taxes, special assessments, and governmental charges of every character imposed during the term of this lease on the leased premises or any part thereof. ARTICLE 11 Lessee shall have the right to erect signs on any portion of the leased premises including, but not limited to, the exterior walls of the building. Lessee shall remove all signs at the termination of this lease, and shall repair any damage and close any holes caused by such removal. ARTICLE 12 Lessee shall permit Lessor and their agents to enter into and upon the leased premises at reasonable times for the purpose of inspecting the same or for the purpose of maintaining or making repairs or alterations to the building. ARTICLE 13 If during the term of this lease or any extension or renewal thereof, all of the leased premises should be taken for any public or quasi-public use under any governmental law, ordinance, or regulation, or by right of eminent domain, or should be sold to the condemning authority under threat of condemnation, this lease shall terminate and the rent shall be abated during the unexpired portion of this lease, effective as of the date of the taking of said premises by the condemning authority. If less than all of the leased premises shall be taken for any public or quasi-public use under any governmental law, ordInance, or regulation, or by right of eminent domain, or should be sold to the condemning authority under threat of condemnation, this lease shall not terminate but Lessor shall forthwith at their sole ex- pense, restore and reconstruct the building and other ~mprovements, situated on the leased premises, provided such restoration and re- construction shall make the same reasonably tenantable and suitable for the uses for which the premises are leased. The rent payable hereunder during the unexpired portion of this lease shall be adjusted equitably. PAGE 4 Lessor and Lessee shall each be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings. The termination of this lease shall not affect the right of the respective parties to such awards. ARTICLE 14. Lessor will not permit any mechanics' lien or liens to be placed upon the premises or the building or improvements thereon during the term hereof, and in case of the filing of any such lien Lessor will promptly pay same. If default in payment thereof shall continue for twenty (20) days after written notice thereof from Lessee to Lessor, the Lessee shall have the right and privilege at Lessee's option of paying the same or any portion thereof without inquiry as to the validity thereof, and any amounts so paid, Including expenses and interest, shall be an indebtedness hereunder due from Lessor to Lessee and shall be repaid to Lessee immediately on rendition of bill therefor, together with interest at nine (9%) percent per annum until repaid. ARTICLE 15. Lessor is expressly given the right to assign any or all of ~ts interest under the terms of th~s lease; provided, however, that Lessor agrees to g~ve thirty (30) days written notice to Lessee of such assignment including the name and mailing address of such assignee. ARTICLE 16. If Lessee shall allow the rent to be in arrears more than fifteen (15) days after written notice of such delinquency, or shall remain in default under any other condition of this lease for a period of thirty (30) days after written notice from Lessor, Lessor may at its option, with notice to Lessee, terminate this lease and take possession of said premises without being deemed guilty of any manner of trespass, and relet the premises or any part thereof, for all or any part of the remainder of said term, to a party satisfactory to Lessor, and at such monthly rental as Lessor may with reasonable diligence be able to secure. Should Lessor be unable to relet after reasonable efforts to do so, or should such monthly rental be less than the rental Lessee was obligated to pay under this lease, or any renewal thereof, plus the expense of relettlng, then Lessee shall pay the amount of such deficiency to Lessor. ARTICLE 17. If Lessor defaults in the performance of any term, covenant, or condition required to be performed by Lessor under th~s agreement, Lessee may elect either one of the following: PAGE 5 (a) After not less than fifteen (15) days notice to Lessor, Lessee may remedy such default by any necessary action, and in connection with such remedy may pay expenses and employ counsel; all sums expended or obligations incurred by Lessee in connection therewith shall be paid by Lessor to Lessee on demand, and on failure of such reimbursement, Lessee may, in addition to any other right or remedy that Lessee see may have, deduct the costs and expenses thereof from rent subsequently becoming due hereunder; or (b) Elect to terminate this agreement on giving at least thirty (30) days notice to Lessor of such intention, thereby terminatlng this agreement on the date designated in such notice. ARTICLE 18. Should Lessee, or any of ~ts successors in interest, hold over the premises, or any part thereof, after the expiration of the term of this lease, unless otherwise agreed in writing, such holding over shall constitute and be construed as tenancy from month to month only, at a rental equal to the rent payable for the last month of the term of this lease plus fifty (50%) percent of such amount. The inclusion of the preceding sentence shall not be construed as Lessor's consent for Lessee to hold over. ARTICLE 19. All notices provided to be given under this agreement shall be given by certified mall or by hand delivery, addressed to the proper party, at the following address: LESSOR: LESSEE: Joan Cohagen city Manager 318 B East Oak 215 East McKinney Denton, Texas 76201 Denton, Texas 76201 ARTICLE 20. (a) This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this agreement. (b) This agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Denton County, Texas. (c) In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and PAGE 6 thls agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. (d) This agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the wlthln subject matter. (e) No amendment, mod~flcatlon, or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof and duly executed by the parties hereto. (f) The rights and remedies provided by this lease agreement are cumulative and the use of any one right or remedy by either party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are glven in addition to any other rights and parties may have by law, statute, ordinance, or otherwise. (g) No waiver by the parties hereto of any default or breach of any term, condition, or covenant of this lease shall be deemed to be waiver of any other breach of the same or any other term, condltlon, or covenant contained herein. (h) In the event Lessor or Lessee breaches any of the terms of this agreement whereby the party not in default employs attorneys to protect or enforce its right hereunder and prevails, then the defaulting party agrees to pay the other party reasonably at- torneys' fees so incurred by such other party (1) Neither Lessor nor Lessee shall be required to perform any term, condition, or covenant in this lease so long as such perform- ance is delayed or prevented by force majeure, which shall mean acts of God, strikes, lockouts, material or labor restrictions by any governmental authority, civil riot, floods, and any other cause not reasonably within the control of Lessor or Lessee and which, by the exercise of due dlllgence, Lessor or Lessee is unable, wholly or in part, to prevent or overcome. (j) Nothwlthstandlng any other provision of th~s Lease, upon termination of the Lease, Lessee agrees to refurbish the room where Lessee's mainframe computer is stored. This will include recarpet- lng the floor and installing flrewalls between the personnel area and the data processing area. IN WITNESS WHEREOF, the undersigned Lessor ~ Lessee hereto execute this agreement as of the ~ day of ~ 19~ JOAN COHAGEN, RICKYE EARL COLEMAN & PATRICIA PENNINGTON, LESSORS PAGE 7 DEBRA A. DRAYOVITCH, RIC~KY~E EARL COLEMAN -- PAGE 8