2017-052S:\Legal\Our Documents\0rdinances\17\Wells Fargo parking lease First Amendement.docx
WHEREAS, on October 4, 2011, the City entered an agreement with Wells Fargo Bank to
provide rental of parking spaces at Williams Trade Square, the Original Agreement (Ordinance
2011-184); and
WHEREAS, Wells Fargo Bank is being required to modify its existing leases under man-
date by applicable federal law; and
WHEREAS, the parties find that it is beneficial to amend the Original Agreement to add
the terms detailed in Exhibit A, attached hereto as the First Amendment; NOW, THEREFORE,
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SECTION 1. The City Manager of the City of Denton, Texas, is hereby authorized to
execute the First Amendment to the Original Agreement between the City of Denton and Wells
Fargo Bank, in the form attached hereto as Exhibit A and is incorporated by reference herein.
SECTION 2. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of LL, 2017.
C R ,S 'XIATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:,
..
Iffiff'6104.
Wells Fargo & Co.
Corporate Properties Group
Attn: Lease Admin/Cynthia Burns
MAC D1086-300
550 S. Tryon St., 30'h Floor
Charlotte, NC 28202
Email: LeaseRRP@WellsFargo.com
January 20, 2017
By FedEx Overnight Delivery
City Of Denton
Attn:Julie Glover
101 S. Locust, Suite 500
Denton, TX 76201
Re: Wells Fargo's "Living Will" & Lease Agreement (as amended, if amended) between Landlord and
Wells Fargo for 101 S LOCUST ST. Denton, TX (collectively, the "Lease") - BE#101374 Parking
Dear Landlord:
As you may be aware, all large-fiinancial services companies, including Wells Fargo, are required by federal
law to file a resolution plan (sometimes called a "living will") with federal regulators to ensure the orderly
resolution of the company's assets in case of material financial distress or failure.
In general, federal law already provides federal regulators the means to resolve a financial company's as-
sets in case of insolvency. For example, applicable law grants the FDIC the right to enforce a lease against a
landlord even if the lease includes remedies for tenant insolvency.
Even so, the federal guidance document for financial institution resolution plans provides that financial
services companies must update leases to incorporate terms and conditions to prevent the automatic
termination of a lease In case of tenant insolvency.
Therefore, we crafted applicable resolution event terms to include in the Lease. These terms are set forth
in EAhUttAA attached to this letter. In general, the resolution event terms restate existing law. Neverthe-
less, federal regulators require that we include resolution event terms in all our leases regardless.
Therefore, to comply with the governmental requirement to update our leases, please sign this letter be-
low indicating your agreement to amend the Lease to include the Resolution & Recovery terms set forth in
Exhibit A attached hereto and return the signed letter withinfive business days to the address set forth in
........
the upper right hand corner of this letter.
Thank you for your cooperation. If you have any questions, please email LeaseRRP@Wells Fargo,com.
Very truly yours, Accepted & Agr .ed this �'' Y of /"N 2017
Landlor • ,u %..,.
By:
Cynthia J. Burns T-� � iLease Management Operations Manager Signer arae. _-
Corporate Properties Group `n C-
0
APPI'i0VED AS TO FORM:
CITY ATTORNEY
CITY OF DENTON,, TEXAS Together we'll go far
Contract# 10137420003
„ata.
EXHIBIT A
Resolution & Recovery
1. Tenant, as a highly regulated entity, is subject to countless laws, rules, and regulations,
as well as oversight by various governmental agencies, In connection with Tenant's financial operations at
the Premises. As determined by these various governmental agencies, Tenant's ability to occupy the Prem-
ises for the Permitted Use, notwithstanding the occurrence of (1) a proceeding under any bankruptcy,
debtor relief, resolution, or Insolvency law (including a case under the U.S. Bankruptcy Code, a proceeding
under the Securities Investor Protection Act, or the appointment of a receiver or conservator under the
Federal Deposit Insurance Act or Title II of the Dodd -Frank Wall street Reform and Consumer Protection
Act), (11) any equivalent proceeding under any other U.S, or foreign law, or (iii) other similar proceeding or
event (any such proceeding or event, a "I es slytio gVgW), is important to preserve the stability of do-
mestic financial markets.
2. Therefore, notwithstanding anything set forth in this Lease to the contrary, and notwith-
standing any rights granted to Landlord under any applicable Insolvency law or otherwise, if a Resolution
Event occurs with respect to Tenant or any of Its Affiliates (defined below), and Tenant or the applicable
Affiliate (1) continues to pay all rent and other charges under this Lease timely and (11) continues to main-
taln and repair the Premises, Landlord hereby irrevocably and unconditionally agrees that it shall not exer-
cise any right, whether or not for cause (including for a material breach, a change in control, inconven-
lence, or change in financial condition) to terminate, modify, or prevent renewal of this Lease in whole or
in part, suspend any services provided to Tenant, an Affiliate, or the Premises In whole or In part under
this Lease, or otherwise exercise remedies under or In respect of this Lease arising from any default by
Tenant or any Affiliate occurring as a result of a Resolution Event, or arising from any failure or delay by
Tenant or any Affiliate to make any payment or perform any other obligation under the Lease accrued or
due before the commencement of any Resolution Event that is cured within a reasonable period following
the commencement of such Resolution Event, until eighteen (18) months after the later of (x) the final
conclusion of such Resolution Event and (y) the last such Resolution Event (except as otherwise provided
in Cion 4, below).
3. In addition, but only in connection with a Resolution Event, Landlord hereby irrevocably
and unconditionally consents to (i) any change of control of Tenant or any Affiliate In connection with a
Resolution Event and (11) to the assignment, delegation, novation, or transfer of any or all of Tenant's rights
and obligations under this Lease, In whole or in part, to any entity that is or becomes (or, as of immediate-
ly prior to the Resolution Event, was) an Affiliate or a successor to the whole or a part of the business of
Tenant or an Affiliate.
4. Moreover, Landlord hereby irrevocably and unconditionally agrees that If Tenant is sub-
ject to a Resolution Event and Tenant, pursuant to the law applicable to such Resolution Event, rejects,
disclaims, or repudiates this Lease, or falls or refuses to perform its obligations under this Lease, this Lease
shall nevertheless remain In full force and effect as between any Affiliate of Tenant that is a party to or
beneficiary of this Lease (e.g., a subtenant, Itcensee, or other occupant of the Premises) and Landlord shall
not exercise any right to terminate this Lease or otherwise exercise any right or remedy under this Lease
with respect to any such Affiliate to the extent that such right arose or arises from such action so long as
such Affiliate continues to perform its own obligations or the obligations assumed by it under this Lease.
5. Notwithstanding anything set forth in this Exhibit A to the contrary, Landlord Is not re-
quired, even during a Resolution Event, to allow Tenant or an Affiliate to occupy the Premises for the Per-
mltted Use after the date this Lease would otherwise expire without opportunity for further renewal.
6. "Affiliate" has the meaning given such term in Section 2(k) of the Bank Molding Compa-
ny Act of 1956, as amended from time to time (12 U.S.C. § 1841(k)) (i.e., "any company that controls, Is
controlled by, or Is under common control with another company.").
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