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2016-326S:\Legal\Our pocumenls\OrdinancesU6\Exploeium Denton.doc � f l�J:i iJl\IGw\`lil r1►lG � . � ,, � • + !, �; . � � . . � � � � � � i ' � �' � � '' � �' • � � • � � � � • � � * � � � � � i � � �' ' / � � � •, � � �; • � � � � �' • EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby iinds that the Lease Agreement between the City and Denton Explorium, attached hereto and made a part hereof by reference (the "Lease"), serve a municipal and public purpose and is in the public interest; NOW, THEREFORE, • • • � • ' � •`�' SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Lease attachment and incorporated herein as Attachrnent 66 ^ 999 and to exercise all rights and duties of the �� City under the Lease, including authorizing and ratifying the expenditure of funds. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the � day of C� �.� �:°.�� _�� 2016. r. , .�.. . � � "� �T�. ,. 1�� ']`� , 1� YC�1� ATTEST: JENNIFER WALTERS, CITY SECRETARY � , , � BY: � � � ' � ,.. . �� -�� -- �' ��—�,.�. ._ APP� f;1� ��.' "1`�� LEGAL FORM: �r�r��.� ��.��, c��:�� pr�a,c:��:�r.� �..�., _ �.� w� �...� � � . �� BY: � �;� .� � � � �� ,� �_�,�� " �� , � �," ... �. . s:\legal\our documents\contracts\16idcnton children°s museum.doc . � .��,� � This Lease Agreement is made and executed to be effective this 24th day of Octaber, 2016 at Denton, Texas, by and between the City of Denton, Texas, a Texas home rule municipal corporation, hereinafter referred to as "Landlord" or 66City", and Denton Explarium , a Texas limited liability cornpany, hereinafter referred ta as "Tenant". 1' WHEREAS, Tenant has requested that it be allowed to lease the Northwest room of the North Lakes Annex building, 1117 Riney Road owned by Landlord in order to construct, occupy and maintain an office space; and NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows: Landlord, for and in consideration of the covenants and agreements herein contained, to be kept by Tenant, does hereby demise and lease, without warranty of title, unta Tenant, and Tenant daes hereby lease from Landlord, for the lease term described in Article II, the following described land situated in Denton County, Texas: A. �11r�T��}�� '�'� ��CI�V�I��+l�) l�Y LANDLORD. NONE: There will be no improvements pravided by Landlord. B, �iVT�'��'�'�.�'1L�'el�� PRO�inED BY T1�NANT. NONE: There will be no �mnrovem�nts nravided by Tenant. C. i_xi��`��[�Lt� �:'��;�(I1("i,�I� "1�+� `�'i'��'�1�`�' Y�I�CII'"I��i�"�'Y. This leasehald shall not be severable from the ownership interests of Tenant's Properly and the covenants, terrns and conditions under this Agreement shall be binding upon and inure to the benefit af the owners and subsequent owners of Tenant's Praperty. Nothing contained herein shall be construed to allow assignment or sublease of this Lease Agreement without the consent of Landlord as prescribed in Article VI. T�. ��I+��)1�� C:'�)�T�T'�'I()�. f�sItk; i�1:.�.'�F�� '��II�I:� �� LEASED TO TENANT IN ITS PRESENT CONDITION 66L-i� js999 66'(ZJT_$T,`TBL' 7C,%% AATTI VV L1P g\l� 1.17 L""11 V ll "WITH ALL FAULTS". TENANT STIPULATES THAT IT HAS THOROUGHLY 1NSPECTED THE LEASED PREMISES AND FINDS THAT THE LEASED PREMISES IS CU NTLY SUITABLE FOR THE USES PE ITTED BY THIS LEASE AGREEMENT. LANDLORD MAKES NO REPRESENTATION OR WA NTTES OF ANY KIND OR NATURE CONCERNING THE LEASED PREMISES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF HABITABILITY OR FITNESS FOR PARTICULAR PUR.POSE OF' USE. TENANT HEREBY STIPULATES TO • � �•�, • � � ■ � � . � .. � � • • • � • • . � � � II. TERM The term of this Lease Agreement shall be for a period of 1 year, with aption for renewal, commencing on the 24�h day of October, 2016 and continuing through the 30th day of September, 2017 unless earlier terminated under the pravisions of the Lease Agreement. III. PAYMENTS, �� 1�I� I tiL.`� AND FEES Tenant covenants and agrees to pay Landlord, as consideration far this Lease Agreement, the following payments, rentals and fees: A. LAND + NTAL. Rent shall be due and payable annually in the sum of $5 payable on the 24th of October, 2016, and on or before the 24t" of October each successive year of tenancy, inclusive of youth pragrarnrning as mutually agreed upan and scheduled between Landlord and Tenant. B. ��1�1"4��iT k'I+�I�Ai�T'�' #��1�m��.1�T��'al�"�""�. All payments due Landlard from Tenant shall be made to Parks and Recreation offices, Civic Center, 321 McKinney St. Denton, Texas, 76201, unless otherwise designated in writing by the Landlord. C. TAXES. Should any taxes be levied against the Leased Premises or the Improvements, payment of such taxes shall be the sole responsibility af the Landlord. IV. 1t�C:�i I I�Nn��NI� ��I3�_I��t1'�"1C�� (��" �[ r�a'�1�,�`I` A. STANDA S. Tenant shall meet or exceed the following standards: 1. Address. Tenant shall file with the City Manager, or his designee and keep current its mailing addresses, telephane numbers and contacts where it can be reached in an emergency. 2. List. Tenant shall file with the City Manager, or his designee and keep current a list of its permitted tenants and subtenants. 3, Conduct. Tenant shall contractualiy require its employees and permitted subtenants (anc� su�ienant � inviiees j iu aoiue uy i r� i�;�ir�s :,� �h;� L�u�e Agreement. Tenant shall promptly enforce its contractual rights in the event of a default of such covenants. 4. Laws. Tenant shall comply with all current and future federal, state and lacal laws, rules, ordinances and regulations which may apply to the conduct of business contemplated on the Leased Prernises, including without limitation, rules, regulations and ordinances promulgated by Landlord, and Tenant shall keep in effect and post in a prominent place all necessary and/or required licenses or permits, 5. Maintenance of Tsa:�s� �l Premises. Tenant shall keep the Leased Premises neat, clean and in respectable condition, as determined by Landlord, free from any objectionable matter ar thing, including trash or debris. 6. Unauthorized use of Le<��cl l7se�za�a�c;�. Tenant rnay not use any af the Leased Premises far any use not authorized herein unless Landlord gives Tenant prior written approval of such additional or different use. 7. �.�ii 1'c��5i�1�. Tenant shall quit possession of the Leased Premises at the end of the Lease Term, or upan cancellation or terminatian of the Lease Agreement, and deliver up the Leased Premises to Landlord in the condition originally leased to Tenant, with the Improvements being removed as pravided in Article I. C., above. 8, 1nt��.g�t��i��+, Tenant shall indemnify, hold harmless and defend and hereby releases the Landlord, its officers, agents, elected officials and employees, from and against liability, of any kind, type or nature, for or related ta any and all claims, liens, suits, demands, losses and/or actions for darnages, injuries to persons (including death), property damage, (including loss of use), and expenses, including court costs, attorneys' fees and other reasonable costs, occasioned by, related to or incidental to the Tenant's, Tenant's invitees, licensees, custorners, visitors, employees, agents and any other persons accupancy or use of the Leased Premises or activities conducted in connection with or incidental to this Lease Agreement, including w�thout limitation, all such claims, liens, suits, demands, losses and/or actians based on common, consiitutional or statutory law, or based in whole or in part upon the negligent or intentional acts or omissions of Tenant, its officers, agents, employees, invitees, licensees, customers, visitors or any other persons. Tenant shall at all times exercise reasonable precautions on behalf of, and be solely responsible for, the safety of its officers, employees, agents, customers, visitors, invitees, licensees and other persons, as well as their property and the Leased Premises, while in, on, or involved in any way wiih the use of the Leased Premises. The Landlord is not liable or responsible for the negligence or intentianal acts or omissions of the Tenant, its officers, agents, employees, customers, licensees, invitees, visitors and ather persons and Tenant hereby releases Landlord, its officers, {t�c��t;�, �l��ter� ��Lii��ls, ��.�� €��ycc� i�°��1 s��c�, FI'1�� i,��caaxd �h��11 assume no responsibility or liability for harm, injury, or any damaging events which are directly or indirectly aitributable to prernise defects, whether real or alleged, which may now exist or which rnay hereafter arise upon the Leased Premises, responsibility for all such defects being expressly assumed by the Tenant. Without limiting the general nature of the foregoing, the Tenant agrees that this indemnity provision applies to, among all matters as prescribed herein, all claims, suits, demands, and actions arising from all premise defects or conditions. THE ��'�i'�?1)�:(:)RD AND IlIl;m_TENANT f�;��'��1ia5SLY lA,l"�`L�N1� THIS 1�J1�1��Jil��l'� t��I� ��1rI..l �1�E PRt?V��)h `��,l�l� �,.�[I�F� �'1�;��T n�� r-�� i�_,�� r�c�� ; °l�� ,�� °�� t�a��n�r�r��.�°, �-��LD .._ 1��t�r�s.__AND n��1r�r��.� ��r; i ,�,;�r��,��. �mm�� FFI�L�� aGENTs. Ei,ECTED oFFIc1ALs ��rr� r,��tr��ar��....AND � � ,�aNT 1-I� I�l_:13Y 1�1�� I��1�,� 1��i�I��)�t�, �1�1� l��h�l��li��l�'`� �71 1�C�T�Ss �C�]{,N'1�°�, 1:� I C�""f�I�iJ C�FFIC.II�.��`� LL�t�T1� li:N1�'L��`r"�:1��__&�I��1��7 "4`i��' coNs�:��iJENCEs oF °��, r.aNDLor�°s_nwlv NEG�ac�ma ,�acE._oF. . . �� , ► • • , � � ,,. �; , . �. r: . � � � � '�'', ''' ' � � � • � "� = •' = � � • �. . � •� �, , ,, � � • �• • • •' . • . •� � � • � � ' � • � • � � ... . * � � • • �. e •' . . , � , � �, . �,, ; • . • • � . . . . � :, ; . � • �, , • � �• • r • � � •� � B. SIGNS. No signs, posters, or ather similar devices ("Signage") shall be placed on the exterior of the Improvements or on any partion of the Leased Premises without the prior written appraval of Landlord and shall be in conformance with the Denton City Code. Tenant, at its sole expense, shall be responsible for the creation, installation and maintenance �f �11 s«ch Sign��e. Without limiting the generalityo uf Article IV.B.9., above, Tenant shall pay to Landlord any and all damages, injuries, or repairs resulting from the installation, maintenance or repair of any such Signage. Any Signage placed on the Leased Premises shall be maintained, at all times, safely, neatly, and good physical condition. All Signage shall be remaved from the Leased Premises by Tenant immediately upon receipt of instructians far rernoval af same from Landlord, including without limitatian, upon expiration or terminatian of this Lease Agreement. If Tenant fails to remove the Signage within 90 days after termination or upon instruction by Landlord, as the case may be, then the Landlord may do so at the sole cost and expense of the Tenant. Tenant shall pay L.��i��s•�i ��1� co�ts of` �-�i�lc��=�� r�it��ia� �C1 tlt��:� 4�t1c:r t•�c�i�a�: c�i" ��s:� i��rF�ic�. ii{c�r�� s� Landlord. If the invoice is not paid within said time period a lien is hereby granted by Tenant and is established against Tenant's Property to secure payment. In such case Landlord is authorized by Tenant to file an affidavit in the Denton County Real Property Recards against Tenant's Property to evidence the lien. C. ENTRY. Landlard and its designees shall have the right to enter the Leased Premises ��c��. �s�c3sonable advance notice (written or oral) and at any reasonable times for the purposes of inspecting the Leased Premises, and performing any work which Landlord elects to perform under this Lease Agreement. Nothing in this section shall imply any duty upon Landlord to do any work, which under any other provision of this Lease Agreement Tenant is required to perform, and any performance by Landlord shall nat constitute a waiver of Tenant's default. In the event of an emergency, as deterrnined by Landlord, Landlord, by and through the City of Denton Fire Department, City of Denton Police Department, ar other departrnent or agent of the Landlord, as applicable, may enter the Leased Premises without the notice prescribed herein. �,' � : � 1► #`'�� Landlord hereby agrees as follows: ��, ��'��,��;�<T�L �'�1�i,T��'M�?s�i`I'. Upon payment of all rent, fees, and performance of the covenants and agreements on the part of Tenant to be perforrned hereunder, and subject io the terms of this Lease Agreement, Tenant shall peaceably hold and enjoy the Leased Premises and all rights and privileges herein granted. Notwithstanding the foregoing, the parties understand and stipulate that the Leased Premises constitutes city praperty. In that regard, Landlord shall not be liable to Tenant in the event a court of competent jurisdiction enjoins Tenant from using the Leased Premises under this Lease Agreement for any reason. In such case, Tenant's sole and exclusive remedy will be termination of the Lease Agreement. VI. ASSIGNI'�'k,l��J�'T ��l^ T l;.�i`�li, Tenant shall not assign or sublet this Lease Agreememt, in whole or in part, without the written consent of Landlord, which consent will not be unreasonably withheld. Any attempted assignment ar sublease of this Lease Agreement without the written consent of Landlord shall be void. A. ��l+��i�i3�1� �� N�LI1�A�(�C�i;. Tenant shall maintain continuausly in effect at all times during the Lease Term, at Tenant's sole expense, the follawing minimum insurance • - ., 1. Comprehensive Cammercial (Public) General Liability cavering the Tenant and its company, its employees, agents, tenants, customers, invitees and independent contractars. Caverage shall be in an amaunt not less than $1,000,000 per occurrence :��c� ��r��ic�� c�v��°#��;� �:<�r ��z•u�r�is��l��:r��tic�r��, ]��•�l��a�t�1�;��t��al�t�� operations and contractual liability. 2. All risk property insurance on a replacement cost basis covering lass or damage to the Impravements Withaut lirniting the generality of Article IV.B.9., above, under na circumstances sha11 the Landlord be liable for any damages to fixtures, merchandise or other persanal property of the Tenant or its tenants, including the Improvements. I''. ,- B. COVE GE ��( iJiREMENTS. All insurance caverages shall comply with the following requirements: l. All liability policies shall name the City of Dentan, and its officers and employees as additional named insureds and provide for a minimum of 30 days written notice to the City af any cancellatian or material change to the policy. 2. All insurance required by this Lease Agreement must be issued by a company or companies of saund and adequate �1ri1riCi1I ieSj30riS1b1lli� and authorized to do business in the State of Texas. All policies are subject to the examination and approval of the City's office of Risk Managernent for their adequacy as ta cantent, form of pratectian and providing company. 3. Required insurance narning the City as an additional insured must be primary insurance and not contributing with any other insurance available to the City whether from a third party liability policy or other. Said limits of insurance shall in na way limit the liability of the Tenant hereunder. 4. The Landlard shall be provided with a copy of all such policies and renewal certificates. Failure of Tenant to camply with the minimum specified amounts or types af insurance as required by Landlord shall constitute Tenant's default af this Lease Agreement. 5. During the Lease Term, or any extensian thereof, Landlord herein reserves the right to adjust or increase the liability insurance amounts required of the Tenant, and ta require any additional rider, provisions, ar certificates of insurance, and Tenant hereby agrees to provide any such insurance requirements as may be required by Landlard. Tenant may cancel this Lease Agreement and terminate its abligations here7�ric�er by thirty (30} days written notice to Larndlord. VIII. DEFrr"�� I_.(;)l 1I�1�1L�"1'��l � i'�']:i:�],� a� 01' 1,;��1�?Iw�7�ZL� A. DEFAULT. In the event that Tenant shall file a voluntary petitian in bankruptcy ar proceedings in bankruptcy shall be instituted against it and Tenant thereafter is adjudicated bankrupt pursuant to such proceedings; or any court shall take jurisdiction of Tenant and its assets pursuant to proceedings braught under the provisions af any Federal rearganization act; or Tenant shall apply for or consent to the appaintment of a receiver, I�•�a�d��, or li��i�i�t��• ��` i��;.iC or .��1 ��• �� l��i��r�ii�11 ��i�i ��i� ii;� ��ets; ��, •1��rxt .�i��11 tae divested of its estate herein by other operatian of law; or Tenant shall fail to perfarm, keep and observe any af the terms, cavenants, or conditions herein contained, or on its part to be perforrned, Tenant shall be in default under this Lease Agreement and the Landlord may give Tenant written natice to correct such conditian or cure such default and, if any condition or default shall be continuing thirly (30) days after the receipt of such notice by Tenant, then Landlard may exercise any right or remedy available to it by law, equity, cantract or otherwise, including withaut limitatian, terrnination of this Lease Agreement. Page 6 B. B a AC In the event of a material breach by Tenant of any of the covenants or agreements contained herein and the failure of Tenant to remedy such breach after ninety (90) days of receipt of written notice of the existence of such breach provided by Landlord to Tenant then the Landlord, as its sole and exclusive remedy far such breach by Tenant, may terminate this Lease Agreement. IX, {�;t�,�C:��i�Lt'�TION r�hl� R� °�I�JI�IES OF `I'L:,1�1ih�`l, A. a��T1��.C'I.!�i�_t�C"'I'1�T�i. Tenant may cancel this Lease Agreement and terminate its obligations hereunder by thirty (30} days written notice to Landlord, upon or after the issuance by any court of competent jurisdiction of a permanent injunction preventing or restraining its use of the Leased Premises or any part thereof for purposes and uses authorized by this Lease Agreement. .�'�:i��l�l°��fi,�C:�, Tenant may cancel this Lease Agreement and terminate its obligations hereunder any time after October 24, 2016, by thirty (30) days written notice to Landlord. C. li�+tP�'�' 1�,�;,�rs]'�F��'T'�/1�1+��"l't:��,�"ION. In the event of the cancellation of this Lease Agreement pursuant to the terms of Article IX.A. or Article IX.B., above, Tenant shall promptly remove any and all improvements made to the Leased Premises and shall restore the Leased Premises to the condition found prior to possession pursuant to the terrns stipulated in Article I.C. Landlord shall be entitled to retain the balance of any and all rent payments and the parties shall have no further obligations to each ather, except for Tenant restoration of the Leased Premises as set forth herein. . EFAULT. In the event of a material breach by Landlord af any of the covenants �r agree.��7{o��t� � ��1��P� h�rein �nd the failure of Landlord to remed_y such breach after ninety (90} days of receipt of written notice of the existence of such breach provided by Tenant to Landlord, then the Tenant, as its sole and exclusive remedy for such breach by Landlord, may terminate this Lease Agreement. x. ��c��.�sr��r��;�� pRo��:��r� A. L�;�'1"��` �i(��:�'i�j=1`�"l�"• This Lease Agreement constitutes the entire �z�ic��,�•�i��li�� k��.i��Ta:�.r� t�z�. ��ti�� i �5 c��` it� l�<I�f'�c�ivc ��te ��t�e�•��c��s �a�l �a��ic�r �r° independent agreements between the parties covering the subject matter hereof. Any change or modification hereof shall be in writing signed by bath parties. The Recitals of this Lease Agreement are represented by the parties hereto to be accurate, and constitute a part of the substantive agreement. ,��I�I1�11�� ,1� l� T�C�"�`. All covenants, stipulations and agreements herein shall extend to, bind and inure to the benefit of the legal representatives, successors and permitted assigns of the respective parties hereto. C. �I��'��`�'��I�I�T.1.�IT�I. Tf a provision hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction, the entire Lease Agreement shall not be void; but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties. D. NOTICE. Any notice given by one party to the other in cannection with this Lease Agreement shall be in writing and shall be sent by certified mail, return receipt requested, with postage fees prepaid, or via facsimile as follows: , . � • • . � � - - � , � ,�� ,,. � �' - � - , , 1 ' I , � •�1 .• ; •�, w/copy to: Director of Parks and Recreation City of Denton 215 East McKinney Street Denton, Texas 76201 Fax No. 940.349.8596 • - . ' .w* - -• � ��i �- • '' • � + � !- • • �� . �� ' Notice shall be deemed received for all purpases when placed in the United States mail, as set forth herein, or when delivered by telephonic facsimile to the other party at the facsimile number(s) provided above, E. EA INGS. The headings used in this Lease Agreement are intended for conveniet��;� €�t� r�.i��°c.��ce only and da not define or limit the scope or meaning of any pravision of this Agreement. F. ��(j'��a;��x ��,�'� ,�,,�1� V�=,�i�T�+,. This Lease Agreement is to be construed in accordance with the laws of the State of Texas and is fully performable in Denton County, Texas. Exclusive venue for any lawsuit to enforce the terms or conditions of this Lease Agreement shall be a court of campetent jurisdiction in Denton County, Texas. G. �I+l� i�',�,1V�=�R• No waiver by Landlord or Tenant of any default or breach of covenant or term of this Lease Agreement may be treated as a waiver of any subsequent default or breach af the same or any other covenant or term of this Lease Agreement. ["'. �- ; H. NO AGENCY. During all times that this Lease Agreement is in effect, the parties agree that Tenant is and shall not be deemed an agent or employee of the Landlord. Nothing contained herein shall be construed to create a joint venture, partnership or jaint enterprise. I. SURVIVAL. The terms arnd provisions of Articles I.C., III.B., IV.B. and IV.C., shall survive the termination of this Lease Agreement. J. DELEGATION. Any action that is to be or could be taken by the Landlord hereunder is hereby delegated by the City Council of the City of Denton to the City Manager or his designee. K. CO ATION. This Lease Agreement shall be recarded in the Real Property Records af Denton County, Texas. Upon termination of this Lease Agreement as provided herein, either party may request the execution and delivery of a Memorandum of Release (herein so called} to be recorded in the Real Property Records, Denton County, Texas, as canstructive notice of termination of this Lease Agreement. The execution and delivery of the Memorandum of Release shall nat be unreasonably withheld by either party. IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the Effective Date first above written. ♦.. �... , i' R �� . CITY OF DENTON, TEXAS f �� . '� '� � ` , ... � � r � � BY: �r.��'�� , �� : �� e __ �. ,�_, � HOWARD�� i2TIN, IlVTERIM CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY � �BY: ,.�.. � �.,,...._ ,�il'1'P �"�:I� � TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � �� `:�`�.� BY: . �� ,� �... .� . � . , �, �, . � BY; ' . � _\ • 1 THE STATE OF TEXAS COUNTY OF DENTON § This instrument was acknowledged before me on the�� c�ay caf` �°� � 2016 by Howard Martin, Interim City Manager of the City of Denton, Texas, on behalf of said municipality. �,��,� �_� �� _ ,�y�,�Y, � �� ; �� '� � v �� :�F �Y�(�N'aS.r�!'P��.$�u.��`��s�,�� —.�, _ , �' . �� `, ,�,e�. �� N �'�1 ��Y��l�� 1,1�' S"��",�'�`9: OF TEXAS� ��°Jsan9i:3��^ a��3�� k.� Jk S $ # ��Lb ' 9 i� � ��\ ,-. �. . P �� ..mAm y ♦ i 1 * � • ��. .�� •:. , ��. ... . •�. �. A This instrument was acknawledged before me on the day of d_ �, 2016 by NOTARY PUBLIC, STATE OF TEXAS