1992-079e wpdocs\morrison NOTE Amendment No ! to Agreement - 95-070
Amendment No 2 tO Agreement - 98-184
ORDINANCE NO ~
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS,
APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF DENTON AND THE
MORRISON MILLING COMPANY, AUTHORIZING THE EXPENDITURE OF FUNDS, AND
PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, The Morrlson Milling Company has offered to lease
part of the Moore Building for warehouse space, and
WHEREAS, the City Council believes the Lease Agreement would be
beneficial to the City, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I. That it approves the attached Lease Agreement
between the City of Denton and The Morrlson Milling Company and
authorizes the Mayor to execute the Agreement on behalf of the
City
SECTION II That it authorizes the expenditure of funds in
accordance with the term of the Agreement
SECTION III That this ordinance shall become effective imme-
diately upon Its passage and approval
PASSED AND APPROVED this the _~ay of .~/ , 1992
/
BOB CASTLEBERRY, MAYOR/ ~'~
/
ATTEST'
JENNIFER WALTERS, CITY SECRETARY
e \~4xiocs\~ork~39205:3
20 1 If
LEASE AGREEMENT BETWEEN THE CITY OF DENTON
AND THE MORRISON MILLING COMPANY FOR
WAREHOUSE SPACE AT
601 EAST HICKORYv DENTONv TEXAS
This agreement for the lease of real property is made between
the City of Denton, a municipal corporation of the State of Texas,
and The Morrlson Milling Company, a Texas corporation The parties
agree as follows
ARTICLE I DEFINITIONS
Thls Article contains definitions of certain terms used in this
Lease, set forth as follows
i 0~ City Clty of Denton, Texas
i 0Z Hazardous Substanoe Any substance that is toxic, Ignit-
able, reactive, or corrosive and that is regulated by any local
government, the state of Texas, or the United States Government
"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 but is not re-
stricted to asbestos, polycholoroblphenyls ("PCBS"), and petroleum
i 03 Lease This lease agreement
i 04 Leased Property Approximately 48,100 square feet of
space located within the Moore Building leased to Morrison for
warehouse space, including the land, docks loading ramps, and
Parking Area abutting the Moore Building, but excluding any land
located within any public street right-of-way, all as shown in the
cross-hatched area in Exhibit A, attached to this Lease
i 05 Morrison The Morrison Mllllng Company
i 06 Moore Building The building formerly owned by Moore
Business Forms, located at 601 East Hickory in the City of Denton,
Texas, located on the land described on Exhibit B, attached to this
Lease
i 07 Parking Area The employee and guest parking area
designated by the City for the use of Morrlson for parking motor
vehicles, as described by the cross-hatched area on Exhibit C,
attached to this Lease
1 08 Temporary Use Property The portion of the Moore Build-
lng, and the docks, loading ramps, and parking and maneuvering area
PAGE 1
described by the cross-hatched area on Exhibit D, attached to this
Lease
ARTICLE II LEASED PROPERTY
Z.01 Leased Property. City leases to Morrlson and Morrison
leases from City the Leased Property
2 0Z Temporary Use Property Morrlson shall have the right to
make use of the Temporary Use Property for ninety (90) days from
the beginning date of this Lease without additional charge, to com-
plete installation and alteration of the dock and loading ramp im-
provements serving the Leased Property, as specified in this Lease
Upon the written request of Morrlson, the City shall extend by
thirty (30) day increments, the period of time in which Morrlson
may continue to use the Temporary Use Property if Morrison is mak-
ing good faith efforts to complete the dock and loading ramp
improvements
The Temporary Use Property is made available to Morrison "AS
IS", with Morrlson accepting all defects, if any, and the City
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
Z 05. P&rklng Area The City shall provide Morrlson, at no
additional charge, the Parking Area for the use of employees and
guests of Morrlson, which shall be subject to reasonable regula-
tions of the City
Z 04 Use of Leased Property Morrlson may use and occupy the
Leased Property and the Temporary Use Property, for its usual
business operations, including, but not limited to, the storage of
materials and products ordinarily kept, used, or maintained in
Morrlson's business operations, and for no other use Morrlson
shall not do or permit anything to be done in or about the Leased
Property or the Temporary Use Property that will materially
obstruct or materially interfere with the rights of other persons
occupying the Building MorrlSOn shall not permit any nuisance in,
on, or about the Leased Property, or the Temporary Use Property,
and shall regularly remove therefrom all trash and debris
Morrison shall comply with any law, statute, ordinance, rule or
regulation of any governmental or quasi-governmental authority
affecting the Leased Property or the Temporary Use Property, now in
force or that may hereafter be enacted or promulgated
PAGE 2
2 o5 No Warranties The Leased Property is leased to
Morrlson "AS IS", with Morrison accepting all defects, if any, and
the City 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
Notwithstanding anything to the contrary contained in this
Lease, the city shall be liable for and indemnify and hold Morrison
harmless from any and all claims, damages, fines, costs , liabili-
ties or losses resulting from any violation of any applicable laws,
ordinances, orders, rules and regulations of all governmental
entitles and regulatory agencies (collectively, "Applicable Laws"),
including Applicable Laws pertaining to health and the environment,
or restrictive covenants or other encumbrances relating to the
Moore Building, or the land on which it is located, that
(a) Occurred in whole or in part prior to Morrlson's taking
possession of the Leased Property, including any violation con-
tinuing at the time Morrlson takes possession,
(b) Results in whole or in part from the Moore Building or the
land on which it is located violating Applicable Laws or restric-
tive covenants or other encumbrances, but excluding violations
arising from Morrlson's operations or conduct or from Morrlson
making alterations to the Leased Property, or
(c) Results in whole or in part from the presence, release or
disposal of hazardous substances on or from the Moore Building or
the land on which it is located, if the presence, disposal, or
release of hazardous substances is not caused by Morrlson or
Morrison's employees, contractors or agents during any term of this
Lease
2 06 Hazardous Substances Except for pesticides kept and
dispensed in accordance with State and Federal law and regulations,
Morrlson shall not cause or permit any Hazardous Substance to be
used stored, generated, or disposed of on the Leased Property or
the Temporary Use Property, without the City's written consent If
Hazardous Substances are used, stored, generated or disposed of on
the Leased Property or Temporary Use Property by Morrison, its
employees, agents, or contractors, except as permitted above,
Morrison shall indemnify, defend and hold the City harmless from
any and all claims, damages, fines, costs, liabilities, or losses,
including without limitation, any and all costs incurred because of
any investigation of the site or any cleanup, removal, or restora-
tion mandated by a federal, state, or local agency or political
subdivision resultIng from the use, storage, generation or disposal
PAGE 3
of Hazardous Substances by Morrlson, its employees, agents, or con-
tractors in violation of Applicable Laws
ARTICLE III TER~
3 01 First Term The First Term of this Lease shall begin on
May 1, 1992, and shall terminate on the April 30, 1997, unless
earlier terminated as provided in this Lease
3 02. Seoond Term Subject to Section 3 03, if, before
December 1, 1996, Morrlson gives written notice to the Clty that it
wishes to extend this Lease for a Second Term, this Lease shall
continue in effect until April 30, 2002, on the same terms and
conditions as during the First Term, provided that rent shall be as
set forth herein for the Second Term and Morrlson shall not be
entitled to any further extension
3 03. Termination or Reduction in Second Term Should Morrlson
give notice to extend this Lease for a Second Term, the City shall
have the right during the Second Term to terminate this Lease or to
reduce the square footage of the enclosed space in the Leased Pro-
perty if the City determines, in 1ts sole discretion, that all or
part of the Leased Property is needed for C~ty functions or
operations, by giving Morrlson written notice not less than one (1)
year prior to the effective date of the reduction or termination
The City may only reduce the Leased Property in increments that
include the total leased area that encompasses Building Area C or
F, or both, as shown on Exhibit A The City's notice of reduction
to Morrison must designate the amount of reduction If the City
elects to reduce the Leased Property, Morrlson shall have the right
to terminate this Lease by giving the City wrltten notice within
sixty (60) days from the date Morrlson receives notice of the
C~ty's election Morrison's termination shall be effective one (1)
year from the date Morrlson receives the City's notice of reduc-
tion
ARTICLE IV RENTALS AND PAYMENTS
4 01 Rent In consideration for this Lease, Morrlson shall
pay to the C~ty during the First Term, monthly rentals based on an
annual rate of $1 50 per square foot of the enclosed space In the
Leased Property, being $6,012 50 per month Monthly rent shall be
paid without notice, demand, counterclaim, set-off, or abatement,
in advance on the first day of each calendar month throughout the
Term hereof, at the offices of the Finance Department of the City,
Accounts Receivable, 215 E McKlnney, Denton, Texas, 76201, unless
Morrison 1s notified otherwise Should Morrlson extend this Lease
PAGE 4
for a Second Term, the monthly rent shall be based on an annual
rate of $1 75 per square foot of the enclosed space in the Leased
Property, or $7,014 58 per month Should the City's exercise its
right to reduce the enclosed space of the Leased Property leased to
Morrlson during the Second Term and Morrlson does not terminate
this Lease, the rent shall be reduced accordingly on a per square
foot basis
4 02 D~e D&te. All rent paid by Morrison after the tenth
(10th) day of the month will be delinquent and shall include an
additional monetary penalty equal to five percent (5%) of the
rental amount due Failure to pay rent after the tenth (10th) day
when due or the failure of Morrlson to pay the five percent (5%)
monetary penalty on delinquent rent shall constitute an event of
default of this Lease
4 03 Destruotion of Property If the Leased Property is
damaged by fire or other casualty, the City 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 Morrison within sixty (60) days after the date of the
f~re or other casualty, such termination to be effective as of the
date of such fire or other casualty The rent required to be paid
hereunder shall be abated in proportion to the portion of the
Leased Property, if any, which is rendered untenantable by fire or
other casualty until repairs of the Leased Property are completed,
or if the Leased Property is not repaired, on the date of termina-
tion specified herein
If the City elects to rebuild the Leased Property and the re-
construction is not completed within one hundred-eighty (180) days
from the date of the fire or other casualty, Morrlson shall have
the right to terminate this Lease by delivering written notice of
termination to the City prior to completion of the reconstruction
Other than the rental abatement, the City shall not be liable to
Morrlson for loss of the use of the whole or any part of the Leased
Property, Morrlson's personal property, or any Inconvenience, loss
of business or profit, or annoyance arising from any repair and
reconstruction
ARTICLE V UTILITIES
5 01 Ut~lities Morrison shall pay for electricity, natural
gas, solid waste removal, telephone service or any other utility
services supplied to the Leased Property, except that the City
shall provide cold water and sewer service to the Leased Property
at no expense to Morrlson The City shall install meters or
submeters, at its cost, if necessary to measure the consumption of
PAGE 5
electricity and natural gas supplied to the Leased Property The
City shall make all repairs, at its expense, as necessary to insure
that electrical, natural gas, and water and sewer service is avail-
able for the Leased Property on the beginning date of the First
Term of this Lease Thereafter, Morrlson shall be responsible for
the maintenance and repair, at its cost, of all wires, pipes,
equipment and associated utility facilities within the Leased Pro-
perty which are necessary to supply electricity, natural gas, water
and sewer, or other utilities to the Leased Property
5 02 Billing The City shall bill Morrlson monthly for the
utility services for which it is liable to the City herein and
Morrlson shall pay the bill within fifteen days of the date the
bill is mailed or delivered to Morrlson Morrlson's failure to
timely pay for utility services provided by the City to the Leased
Property shall not be a breach of this Lease, but Morrlson shall be
subject to the same penalties, costs, charges, fees and remedies
and shall enjoy the same rights as other utility customers of the
City in the supply of utilities to the Leased Property by the Clty,
including the termination of utility service for non-payment
5 03 Heating and Cooling The Clty shall not be responsible
for providing any heat or air conditioning to the Leased Property
Morrlson shall be responsible for the repair and maintenance of any
heating or cooling equipment now located or hereinafter installed
on the Leased Property by Morrlson
ARTICLE VI IMPROVEMENTS, ALTERATIONS AND REPAIRS
6 01 Roof and Exterior Repairs The City shall keep the
roof and exterior walls of the Leased Property in good repair,
excluding the replacement of glass, but the City shall not be lia-
ble to Morrlson 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
City's failure to make timely or adequate repairs
6 02 Interior Repairs By taking possession of the Leased
Property and the Temporary Use Property, Morrlson shall be deemed
to have accepted the same as being suitable for the conduct of
Morrlson's business Morrlson shall, at its sole cost and expense,
keep the Leased Property in good condition and repair, ordinary
wear and tear excepted Any injury or damage to the Leased Pro-
perty or the Temporary Use Property, or the appurtenances or fix-
tures thereof, caused by or resulting from the act, omission or
neglect of Morrlson or Morrlson's employees, servants, agents, or
lnvltees shall be repaired or replaced by Morrlson, at its expense
PAGE 6
6.03. Separation of Leased Property Morrlson agrees to
install, at its own expense, permanent walls, doors, or make other
alterations, as specified and approved by the City, which are
necessary to close off the Leased Property from the remainder of
the enclosed space in the Moore Building which is not leased to
Morrlson
6 04 &Iterations or Improvements Morrlson 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 City The City shall
notify Morrison in writing of its approval or disapproval of pro-
posed alterations or improvements within fifteen (15) days after
the City receives a written request from Morrlson which adequately
describes or illustrates the alterations or improvements If the
City falls to notify Morrlson 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 City, without compensation to
Morrlson, at the expiration of this Lease or the termination of
Morrlson's right to possession of the Leased Property
6 06 Dock and Loading Ramp Improvements Morrlson shall
have the right to construct and install slx new dock and loading
ramps to serve the Leased Property, four of which shall front upon
Exposition Street and two which shall front upon East Oak Street,
in place of the existing docks and loading ramps, in accordance
with plans submitted by Morrlson and approved by the City prior to
construction Upon the written request of Morrlson, the City
Council may approve additional dock and loading ramp improvements
for the Leased Property, but shall not be responsible for any part
of the costs of the improvements
Within thirty days of the completion of the new dock and
loading ramp improvements expressly provided for in this section,
the City shall pay Morrlson Forty-five Thousand and No/100 Dollars
($45,000 00), as the City's share of the cost of the dock and
loading ramp improvements Upon completion, the dock and loading
ramp improvements shall become a part of the Leased Property and
shall belong to the City, without additional compensation to
Morrlson, at the expiration of this Lease The C~ty shall relocate
any electrical lines, poles, or equipment, at ~ts own expense, if
necessary to accommodate the dock and loading ramp improvements
6 06 City Approval of Plans, Compliance with Laws Any
provision of this Lease providing for the City's approval or dis-
PAGE 7
approval of improvements or alterations to the Leased Property
applies to the City acting in the capacity of the landlord or owner
of the Leased Property and shall not apply to the City's review,
approval, or disapproval of any plans for improvements or alter-
atlons 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, Morrlson shall
comply with all Federal, State, and local laws, regulations, or
ordinances, including the issuance of permits and the payment of
fees
6 07. Signs Morrison shall not post any signs on the Leased
Property without the approval of the City as landlord Any signs
approved by the City as landlord shall comply with the City's ordi-
nance regulating signs
ARTICLE VII TRUCK TI~%FFIC AND PARKING
7 01 Truok Parking on Site Morrlson shall not allow more
than SlX motor vehicles to be parked on the Leased Property at any
one time and shall not allow more than twenty (20) motor vehicles
to be located on the Leased Property within any one twenty-four
(24) hour period, if the motor vehicles are regulated by the City's
truck route ordinance
7 02. Truck Routes Morrison shall use its best efforts to
insure that motor vehicles regulated by the City's truck route
ordinance access the Leased Property along the public streets and
in the direction of travel as specified in Exhibit E and leave the
Leased Property along the public streets and in the direction of
travel specified in Exhibit F Exhibits E and F are attached to
and incorporated into this Lease by reference Evidence of
Morrlson's best efforts at compliance with this article shall
include, at a minimum but not be limited to, the covenants listed
herein Morrison shall have its employees who operate vehicles
regulated by this article acknowledge in writing that they have
received instructions as to the specified routes to be followed for
access and egress to the Leased Property as set forth herein
Morrlson shall maintain a log at the Leased Property to track all
truck traffic Morrlson shall also issue maps of the routing
instructions to Its employees and customers Morrlson agrees that
if the City notifies Morrlson that a driver, whether employed by
Morrlson or a customer of Morrlson, should violate the provisions
of this article more than once, it shall ban that driver from
operating a vehicle on the Leased Property to make or receive
deliveries
PAGE 8
If the City determines that a violation of this section has
occurred, it shall give Morrlson written notice describing the
details of the violation If the City Council finds that three (3)
or more additional violations of this section have occured within
thirty (30) days after the date the City g~ves written notice to
Morrlson of a violation due to Morrlson's failure to use its best
efforts to prevent the violatlons, the City shall have the right to
terminate this Lease by giving Morrlson notice at least s~xty days
prior to the termination date Prior to making a finding, the City
shall afford Morrlson the opportunity to present information or
evidence concerning the violations
ARTICLE VIII INSURANCE AND INDEMNITY
8.01 General Liability Insurance Morrlson shall during the
duration of this Lease, at 1ts sole cost and expense, keep in force
general liability insurance naming Morr~son and the City as an in-
sured and covering the Leased Property and, during the time occu-
pied and used by Morrlson, the Temporary Use Property, for bodily
injury and property damage in the minimum amount of $1,000,000,
combined single limits on a per occurrence bas~s Ail policies
shall be issued by a company authorized to do business in the State
of Texas, be approved by the City (which approval shall not be
unreasonably withheld), copies of which shall be provided to the
City The policies shall name the City as an additional insured
and shall provide for a minimum of thirty (30) days written notice
to the City prior to the effective date of any cancellation or
lapse of the policies
8 0~ Personal Property Insurance Morrlson shall also
obtain and keep during this Lease, at its sole cost and expense,
insurance on its personal property, to pay for losses by fire,
storm, water damage, or other casualty
8 03 Indemnity by Morrison Morr~son shall Indemnify and
hold the City harmless from all fines, suits, costs, and liability
of every kind arising from
(a) Any violation or nonperformance by Morrlson 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
Morrlson 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 the City or anyone acting for the City
PAGE 9
S 04 Indemnity by the City The City shall indemnify and
hold Morrison harmless from all fines, suits, costs, and liability
of every kind arising from
(a) Any violation or nonperformance by the City of any repre-
sentation or covenant contained in this Lease which continues
beyond any applicable cure period, and
(b) Any bodily injury, death, or property damage that is
proximately caused by the negligence or willful misconduct of the
City 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 Morrison or anyone acting for Morrlson
8 05 Waiver of Subrogation The City and Morrlson waive any
rights they may have against the other because of any loss or dam-
age occasioned to their respective property, the Leased Property,
its contents or to any other portion of the Moore Building, arising
from any risk which is covered by the current Texas State Board of
Insurance promulgated form of property insurance and fire and ex-
tended coverage Insurance The parties, on behalf of their respec-
tive property insurance companies waive any rights they may have
against the other or their respective employees, agents, or lnVl-
tees and all rights of their respective insurance companies, based
upon an assignment from their lnsureds Each party agrees to give
to each insurance company written notification of the terms of the
mutual waivers contained in this section and to have the insurance
policies properly endorsed, immediately after the effective date of
this Lease The foregoing waiver shall be effective whether or not
the parties maintain insurance on their respective properties
8 06 Notice of Claim Morrlson shall give written notice to
the City within ten (10) days of the date Morrlson 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 Morrlson
ARTICLE IX TAXES
9 01 Taxes Morrlson shall pay before delinquency, any and
all taxes, fees or other assessments levied, imposed or assessed
against the Leased Property, Morrlson's leasehold interest, equip-
ment, furniture, fixtures and personal property, during any Term of
this Lease
9 02 Reimbursement for Increase in Ad Valorem Real Property
Taxes Beginning with the tax year 1994, and for each tax year
thereafter, the City shall reimburse Morrlson fifty percent of any
PAGE 10
increase in ad valorem real property taxes assessed against the
Leased Property if such tax increase results from an increase in
the appraised value of the real property by more than one hundred
and three percent (103%) of its assessed value in 1993 This pro-
vision shall not apply to any increase in real property taxes re-
sultlng from an increase in the appraised value of the real pro-
perty subject to this Lease because of ~mprovements or additions
made to the Leased Property by Morr~son after January 1, 1993
Thls provlslon applies only to real property taxes assessed by or
on behalf of the City of Denton, Denton County, and the Denton
County Independent School Distr~ct and shall not Include any new
real property taxes levied, imposed or assessed by or on behalf of
any other taxing entlty or unit
The reimbursement tax payment shall be made within sixty days
of the date Morrlson submits to the City documentation that
Morrlson has paid ad valorem taxes for which reimbursement ls due
under this provision, except that if Morrlson is delinquent in the
payment of any rents, utilities, or other mon~es owed to the City
under this Lease, the City may deduct that delinquent amount from
the amount to be reimbursed to Morrlson for ad valorem taxes under
this paragraph
X CANCELLATION BY THE CITY
10.01. Default by Morrison If Morr~son falls to comply with
any of the terms of this Lease, the failure shall be considered a
default and the City shall give Morrlson written notice of the
breach and request Morrison to correct the breach Should Morrlson
fall to correct the breach within sixty (60) days following receipt
of the notice, the City shall have the right to terminate this
Lease by glvlng Morrlson written notice of termination This
section shall not apply to a breach of section 5 02 (Billing) or a
v~olatlon of section 7 02 (Truck Routes)
10 02 Default by City. If the City falls to comply with any
of the terms of this Lease, the failure shall be considered a
default and Morr~son shall g~ve the City written notice of the
breach and request the City to correct the breach Should the City
fall to correct the breach within sixty (60) days following receipt
of the notice, Morrlson shall have the right to terminate this
Lease by giving the City written not~ce of term~natlon
10 03 Removal of Personal Property Upon termination of th~s
Lease, Morrlson shall have the right to remove its trade fixtures
and personal property ~f the removal does not cause damage to the
Leased Property Morrlson shall remove all personal property from
the Leased Property within ten (10) days after the termination and
PAGE 11
should Morrlson fall to do so, the City 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 Morrlson
10.04 Rep&irs Where, upon termination of the Lease, the
fixed improvements become the property of the City as provided
herein, Morrlson 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
condltlon with all other improvements in place, ordinary wear and
tear excepted
XO.05. No Waiver Failure of the City to declare this Lease
terminated upon the default of Morrlson or the acceptance of rent-
als by the City after default shall not waive the right of the City
to cancel this Lease for a later default
XI MIECELLANEOUS PROVISIONS
11 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
11.0Z Subletting or Assignment Morrlson shall not rent or
sublease the Leased Property or assign this Lease without the prior
written consent of the City
11 03 Lease Binding on Successors 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
11.04. Severability 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
11.05 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 mall, return receipt requested, wlth postage and reg-
istration fees prepaid, as follows
PAGE 12
If to the City, addressed to If to Morrlson, addressed to
City Manager The Morrlson Milling Company
City of Denton 319 E Prairie
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 mall, or on the date
received, if delivered by hand
11.06 Headings The headings used in this Lease are in-
tended for convenience of reference only and do not define or limit
the scope or meaning of any provision of this Lease
11.07 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
N WITNESS.W~EO~, the parties have executed this Lease the
day of -/Y~ , 1992
CITY OF DENTON, TEXAS, THE CITY
ATTEST
JENNIFER WALTERS, CITY SECRETARY
DEBRA A DRAYOVITCH, CITY ATTORNEY
PAGE 13
THE MORRISON MILLING COMPANY
TITLE Executive Vice-President
ewpdoc~\39205 3
PAGE 14
EXHIBIT "B"
ALL THAT CERTAIN TRACT OR PARCEL OF LAND sztuated zn the Hiram
Sisco Survey, Abstract Number 1184, Czty of Denton, County of
Denton, State of Texas said tract being shown by deeds to Moore
Buszness Forms, Inc , and recorded zn Volume 325, Page 635,
Volume 325, Page 636, Volume 325, Page 638, Volume 328, page
45~, Volume 328, Page 448, and part of Volume 325, Page 639, of
the Deed Records, of County of Denton, State of Texas, and being
more fully described as follows
BEGINNING for the southwest corner of the tract bezng described
herein at a set 1/2 znch steel square tubzng at the
southwest cotter of sazd tract as recorded in
Volume 325, Page 635, saxd tubing being at the inter-
section of the east Right-of-Way l~ne of Razlroad
Avenue (a 50 foot w~de asphalt surfaced publzc road)
and the north Right-of-Way line Of East Hlckory
Street (an asphalt surfaced public street),
THENCE NORTH, wzth the west lzne of sa~d Moore Bus~ness
Forms Tract, the east line of sazd Raxlroad Ave , a
distance of 373 07 feet to a set 1/2 znch steel
square tubing for the north corner of said tract as
recorded ~n Volume 328, Page 448, said tubing being
northeast of and 8 50 feet from the center line of
the Texas & Pacific Ra&lway spur, sazd tubing also
being at the start of a curve to the left whose
radius is 458 37 feet, central angle of 32 degrees
08 minutes 14 seconds, and a chord bearing and
distance of South 62 degrees 13 minutes 30 seconds
East, a distance of 253 74 feet,
THENCE with said curve to the left, and being $ 50 feet
north of said center line, an Arc length of 257 10
feet to a set 1/2 xnch steel square tubing for the
end of said curve, said tubxng being the southeast
corner of a tract shown by deed to Wilson McKenny
et al, and recorded in Volume 398, Page 635, of sazd
Deed Records,
THENCEz SOUTH a distance of 5 50 feet to a set 1/2 znch steel
square tubing on the south line of sazd tract as
recorded in Volume 325, Page 639, and the north l~ne
of said tract as recorded in Volume 325, Page 636 of
sa~d Deed Records, sa~d tubing also being at an ell
corner of East Oak Street (an asphalt surfaced public
street), and Frame Street (an asphalt surfaced public
street);
THENCE SOUTH 88 degrees 59 minutes 44 seconds East, with the
south line of sa~d East Oak Street, and the north
line of said Moore tract, a dzstance of 515 48 feet
to a set 1/2 inch steel square tubing for the
northeast corner of said tract as recorded in Volume
328, Page 451 of said Deed Records, sazd tubing also
being at an ell corner of said East Oak Street and
Exposition Street,
THENCE Sopth 00 degrees 01 minute 21 seconds East, with the
east line of said Moore tract, and the west line of
said Exposition Street, a distance of 240 00 feet to
a set 1/2 inch steel square tubing for the southeast
corner of said tract as recorded in Volume 328,
Page 451, said tubing also being on the north line of
said East Hickory Street,
THENCE: South 89 degrees 58 minutes 39 seconds West, with the
south line of said Moore tract, and the north line of
said East Hickory Street, a distance of 740 00 feet
to the Point of Beginning and containing 4 443 acres
of land, more or less
EXPOSITIN ~ z
~ -
E \WPDOCS\ORD\MO~RISON O
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE MAYOR TO
EXECUTE AN AMENDMENT NO i TO AGREEMENT BETWEEN THE CITY OF DENTON
AND THE MORRISON MILLING COMPANY FOR LEASE OF WAREHOUSE SPACE AT
601 EAST HICKORY STREET, AND PROVIDING/tN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
S~CTION I That the Mayor is hereby authorized to execute
Amendment No 1 to Agreement Between the City of Denton and the
MorrlsOn Milling Company for a lease of warehouse space at 601 East
Hickory Street, a copy of which is attached hereto and incorporated
by reference herein
SECTION II That this ordinance shall become effective
immediately upon its passage and approval
PASSED ANDAPPROVED this the/~day of ~ , 1995
/
ATTEST
JENNIFER WALTERS, CITY SECRETARY
MICHAEL A BUCEK, ACTING CITY ATTORNEY
AMENDMENT NO i TO AGREEMENT BETWEEN
THE CITY OF DENTON AND THE MORRISON MILLING COMPANY
DATED MAY 5, 1992
WHEREAS, on May 5, 1992, the CITY of DENTON, DENTON COUNTY
TEXAS, hereinafter called "CITY", and the MORRISON MILLING COMPANY,
hereinafter called "MORRISON", entered into a Lease Agreement
Between the City of Denton and the Morrlson Milling Company for
Warehouse Space at 601 East Hickory hereinafter called "Lease", and
WHEREAS, the Lease provides for a First Term beginning on May
1, 1992 and terminating on April 30, 1997, and
WHEREAS, the Lease provides that Morrlson may extend the Lease
to April 30, 2002 for a Second Term by giving written notice that
Morrlson wishes to extend the Lease, and
WHEREAS, the Lease provides that the City may reduce or ter-
minate the Lease during the Second Term by giving Morrlson one-year
notice of said reduction or termination, and
WHEREAS, Morrlson desires to extend the Lease for the period
contemplated by the Second Term, but extend the notice period for
the City to reduce or terminate the Lease during the Second Term to
two-years, and
WHEREAS, City desires to extend the Lease for the Second Term,
NOW, THEREFORE,
WI TNE S S E TH
ARTICLE I
Article III TERM, section 3 02 Second Term of Lease is hereby
and herewith deleted from Lease and replaced with the following
3 02 Second Term This Lease shall continue in
effect for the Second Term of this Lease beginning on April
30, 1997 and terminating on April 30, 2002, pursuant to the
same terms and conditions as during the First Term, pro-
vlded that rent shall be as set forth in the Lease for the
Second Term
ARTICLE II
Article III TERM, section 3 03 Termination or Reduction in
Second Term of Lease is hereby and herewith deleted from Lease and
replaced with the following
3 03 Termination or Reduction in Second Term The
City shall have the right during the Second Term to term1-
nate this Lease or to reduce the square footage of the
enclosed space in the Leased Property if the C~ty deter-
mines, ~n its sole discretion, that all or part of the
Leased Property ~s needed for C~ty functions or operations,
by g~v~ng Morr~son written not~ce not less than two (2)
years prior to the effective date of the reduction or ter-
mlnatlon C~ty shall not g~ve written not~ce of termina-
tion pursuant to this provision of the Lease prior to April
30, 1997 The C~ty may only reduce the Leased Property in
· ncrements that ~nclude the total leased area that encom-
passes Building Area C or F, or both, as shown on Exhibit
A to the Lease The City's not~ce of reduction to Morr~son
must designate the amount of reductlon If the City elects
to reduce the Leased Property, Morr~son shall have the
rlght to terminate th~s Lease by g~vlng the City written
not~ce w~thln slxty (60) days from the date Morrlson
receives not~ce of the C~ty's election Morrlson's ter-
mination shall be effective two (2) years from the date
Morrlson receives the C~ty's notice of reduction
ARTICLE III
Except as specifically amended herein, the terms and conditions
of the Lease, as executed by the part~es on the 5th day of May,
1992 remain in full force and effect
ARTICLE IV
This Amendment shall become effective ~mmed~ately upon its
execution
Executedthls/~dayof ~ ,1995 CITY OF DENTON, TEXAS
ATTEST
JENNIFER WALTERS, CITY SECRETARY
PAGE 2
APPROVED AS TO LEGAL FORM
MICHAEL A BUCEK, ACTING CITY ATTORNEY
THE ~0~I SON ~ILLING COEP~Y
E \WPDOCS\K\MORRISON EXT
PAGE 3
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AMENDMENT NO 2 TO
THE AGREEMENT BETWEEN THE CITY OF DENTON AND THE MORRISON MILLING
COMPANY TO EXTEND THE LEASE FOR WAREHOUSE SPACE TO A THIRD TERM,
AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I. That the Mayor as hereby authorized to execute Amendment No 2 to the
Agreement Between the Caty of Denton and the Momson M~llmg Company to extend the lease
for warehouse space to a third term, substantially ~n the form of the Agreement which ts attached
hereto and made a part of th~s ordinance for all purposes
~ That tlus ordinance shall become effective ~mmed~ately upon ~ts passage
and approval
JA~
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
AMENDMENT NO 2 TO AGREEMENT BETWEEN
THE CITY OF DENTON AND ~ MORRISON MIl,LING COMPANY
DATED MAY 5, 1992
WHEREAS, on May 5, 1992, the CITY of DENTON DENTON COUNTY TEXAS
heremaiter called "City," and the MORRISON MILLING COMPANY, heremaiter called "Momson,
entered into a Lease Agreement Between the City of Denton and the Momson Mflhng Company for
Warehouse Space at 601 East I~ckory herelnatter called "Lease and
WHEREAS, the Lease prowdas for a F~rst Term begnmmg on M~y 1, 1992 and terrmnatmg on
April 30, 1997, and
WHEREAS, the Lease, as amended on Apnl l 1, 1995, extended the Lease to April 30, 2002 for
a Second Term subject to City's right to reduce or temunate by g~vmg two-year notice of termination
or reduc'aon and
WHEREAS, Momson desires to extend the Lease for a Third Term w~th a ternunation date of
April 30, 2007 and
WHEREAS the proposed amended Lease would prowde that the City may not reduce or
terminate the Lease dunng the remaining Second Term, but may reduce or temunate the Lease prior to
commencement of or dunn8 the Third Term by g~wng Momson one-year notice of sa~d reduction or
temunaUon, and
WHEREAS, Momson agrees to an increase m the rental rate dunng the Tturd Term, and
WHEREAS, City desires to extend the Lease for a Tlurd Term NOW, THEREFORE,
WlTNESSETH
ARTICLE L
A~cle III TERM, sec~on 3 03 Termination or Reduction in Second Term of Lease is hereby
and herewith renumbered to se~on 3 04, and section 3 03 Tlurd Term Is hereby added, to read as
follows
3 03 Third Term Th~s Lease shall continue in effect for the Tturd Term of ttus
Lease begummg on April 30, 2002 and temunatmg on April 30 2007, pursuant to the
same terms and condiuons as during the F~rst Term, provided that rent shall be as set forth
at $2 05 per square foot, or $8,217 per month
ARTICLE IL
Article HI TERM, section 3 04 Temunatlon or Reduction m Second Term of Lease is hereby
deleted from the Lease and replaced w~th the follounng
3 04 Termlnatmn or Reduction nn Third Term The C~ty shall have the right
prior to the commencement of or dunng the Tturd Term to terminate tbas Lease or to
reduce the square footage of the enclosed space tn the Leased Property if the C~ty
determines, m ~ts sole dmcretlon, that all or part of the Leased Property ~s needed for Ctty
functions or operations, by g~wng Momson written not~ce not less than one (1) year prior
to the effective date &the reduction or termination City shall not g~ve written not~ce of
termination or reduction pursuant to thru prov~mon of the Lease prior to April 30, 2001
The Ctty may only reduce the Leased Property ~n increments that include the total leased
area that encompasses Building Area C or F or both, as shown on Exhibit A to the Lease
The C~ty's notace of reduction to Momson must designate the amount of reduction Il'the
C~ty elects to reduce the Leased Property, Momson shah have the right to temunate fi'as
Lease by 8~vmg the City written nottce wtthm s~xty (60) days fi.om the date Momson
receives notice of the City's elect~on Momson's temunat~on shall be effective one (1) year
fi.om the date Momson rece~vas the C~ty's nottce of reduction
ARTICLE HI.
Except as specffically amended hereto, the terms and condmons of the Lease, as executed by the
part,es on the 5th day of May, 1992 and Amendment No 1 executed on the 11~ day of April, 1995
shall remain m full force and effect
ARTICLE IV
Th~s Amendment No 2 shall become effective ~mmedtately upon ~ts executton
Executedthls /~'~dayof ~ , 1908
CITY OF DENTON, TEXAS
3~ED BENAV[DES CITY MANAGER
ATTEST
JENNIFER WALTERS, CITY SECRETARY
PAGE 2
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY CITY ATTORNEY
PAGE 3