The URL can be used to link to this page

2017-107S:\Legal\Our pocuments\Ordinances\l7\DEC amendment.docx •' ! � • � � AN ORDINANCE OF THE CITY COUNCIL OF THE DENTON, TEXAS, APPROVING AN AMENDMENT TO THAT CERTAIN AGREEMENT BETWEEN THE CITY OF DENTON AND THE DALLAS ENTREPRENEUR CENTER FOR THE MANAGEMENT OF THE ENTREPRENEUR CENTER LOCATED AT 608 EAST HICKORY, SUITE 128, DENTON, TEXAS, 76201; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City has entered into an agreement with the Dallas Entrepreneur Center for management of an entrepreneurial space as set forth therein; and WHEREAS, it is in the public interest to amend the said agreement as set forth in Exhibit A hereof, NOW, THEREFORE, �:1�TK�1! ►[y1I[�3�111 :iDT�flll��707�iT1 �]�f:l�l7.�•L�7.��7:�1�►(.� SECTION 1. The City Manager, or his designee, is hereby authorized ta execute an amendment ta the agreement with the Dallas Entrepreneur Center in substantially, the form of the Management Agreement, which is attached hereto as Exhibit A. SECTION 2. The City Manager, or his designee, is authorized ta exercise the City of Denton's rights and duties as set forth in the Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the uu c�� of ��' �� _, 2017. �., � � ._. _ .�� r , � �� '� �� °� � �,.. "� :�: ,m �_l IRlS WATTS, ��`��R ATTEST: JENNIFER WALTERS, CITY SECRETARY BY, � �a � . �l'1:�T� 1:'F[� AS `+�.� LEGAL FORM: AL�itO1V L�tiLy L1V 1 E1t11V1 i..l 1 I ti 1 1 olt1V E I "`s -� ' _.r �T r �.' B d . - --�� `�� ' .�.�r'" � � '.'� ....... .......... :.v. ..� � �,• -� � �''� 3/232017 4:l5 PM FIRST AMENDMENT TO THE ENTREPRENEUR CENTER MANAGEMENT AGREEMENT BETWEEN THE CITY QF DENTUN AND THE DALLAS ENTREPRENEUR CENTER This first amendment ("Amended Agreement") is made between the City of Denton, Texas, a Municipal C orporation formed under the laws of the State of Texas and located at 215 E. McKinney Street, Denton, Texas 762U1 (the "City"), and The Dallas Entrepreneur Center, a Texas Nanprofit Carporation organized as a SOl(c)3 entity whose principal place of business is located at 311 North Market Street, Dallas, Texas 75202 ("Manager") for the management of an entrepreneurial space located at 608 East Hickory, Suite 128, Denton� Texas, 76201. (Thc City and the Manager are collectively referred to as "the Parties"). WHEREAS, the Economic Development Parniership Board and the City Council have established target industries for economic development recruitment, including a focused initiative on entrepreneurship and technolo�y-based companies; and WHEREAS, on the 15th day of September, 2015, the City of Dentan, Texas approved a Grant Agreement with Rail Yazd Partners, Ltd, to utilize Tax Increment Reinvestment Zane Number One Funds to stimulate a catalyst transit-ariented redevelopment project located at 608 East Hickory, Denton, Texas 76201 (the "Property"); and WHEREAS, on the 15th day of September, 2015, the City of Denton, Texas approved a Commercial Lease Agreement with Rail Yard Partners, Ltd. to lease 9,216 square feet af office space located on the Prnperty ("Commercial Lease") to operate an entrepreneurial space for a technology recruitment initiative ("Stoke Denton" or Entrepreneurial Center"); and WHEREAS, the City entered into an Entrepreneur Center Management Agreement with Manager for the management af the Entrepreneurial Center at the Property on or about October 30, 2015 (the "Agreement"); and WHEREAS, it is in the public interest to amend the Agreement to include terms such as baseline metrics for performance evaluation, termination provisions, and payment details, as set forth herein; and WHEREAS, the Parties desire that the Manager, a non-profit entity who provides a uniyue, sole-source management solution for entrepreneurial space, manage and operate Stoke Denton pursuant to Texas Local Govemment Code Section 252.022(a)(7)(F}; NOW, THEREFORE, for the mutual promises and consideration as described herein, the Parties agree as follows: I. TERMS A. Program Maaagement. The City herehy suthorizes and en�ages the Manager as its agent to manage the daily operations of the Entrepreneur Center and associated programs during the term of this Amended Agreement. The Mana�er hereby accepts such engagement subject to the terms and conditions expressed in this Amended Agreement. The City shall Fage 1 of 8 cooperate with the Manager to the extent necessary for the Manager to fulfill its duties under this Amended Agreement. Without limiting the �enerality of the foregoing, the City is hereby authorized and shall he obligated to do as follows in its discretion and as is allowed under tt�e City's budget processes: l. Financial responsibility for the Commercial Lease Agreement and associated operating expenses at 608 East Hickory, Suite 128, and Denton, Texas 76201. 2. Provide entrepreneurial office and co-working space located at 608 East Hickory, Suite 128, Denton, Texas 76201 for the aperation of the Entrepreneur Center commencing on or about March 1, 2016. 3. Provide appropriate technology, fumiture, fixtures, and equipment far the entrepreneurial office and co-working space. 4. Provide staff support to the Manager to assist in the operations o f the Entrepreneur Center. 5. Provide marketing assistance as available and budgeted in the Economic Dcvelopment Division program funding. 6. Liccnse the use of any and all branding, logos, pragram mazkers, URL addresses� websites, and other marketing materials to the Manager for the promotion of the program. I3. Management of the Entrepreneur Center. The Manager has the responsibility and discretion in the operation� direction, management and supervision ofthe Entrepreneur Center, subject only to the limitations expressed herein. Commencing with the term of this Amended Agreement, the Manager shall perform the following: l. Coardinate with the Landlord on the design and layout of the Property, including tenant finish-out selections, interior design, and architecturaUconslruction decisions. The Mana�er will solicit feedback From the City during this process. 2. Coordinate with the City's mazketing/advertising designee to finalize all branding, logos, program markers, and marketing materials for the pmmotion and launch of the pro�ram and Entrepreneurial Center. 3. Coordinate the selection and procurement of aJl fumiture, fixtures, and equipment for the Entrepreneurial Center; working directly with the City and all applicable purchasing laws. 4. Coordinate with the City to finalize membership eligibility, terms, application requirements, membership fees, operating hours, performance measures, and all other pro�rammatic elements. 5. Commencing with the term of the Commercial Lease Agreement, day-to-day management and operatians of the Entrepreneur Center and associated programs, including, bat not limited to the following: Page2of8 i. Membership recruitment and collection of all membership fees; ii. Coordinate, plan, and host events and training for members; and iii. Create a business support hub for tech-based companies and start-ups by offering the knowledge, resowces, and suppori necessary for growth and success. 6. Manager will pay a percentage of operating expenses associated with the Commercial Lease Agreement, as follows: i. Ten percent of all membership fees collected by Manager will be paid quarterly to the City; ii. The first payment to the City will be due sixty days after the opening of the Entrepreneur C enter and will be due yuarterly thereafter. 7. �'i�a; r�;��i�x� ��e�y p�r��;t �f" ma��ership fees �il'� be utili:��a� �y� the M�;�ger for �� r�.�i�a�� c�C t1�� a��°��ar��utt��t �enter, includi��, but not �i�i��;� to the �`r��lowing: i. Programming and event expenses. ii. Snacks, supplies, and other amenities and benefits. iii. Marketing and recruitment expenses. 8. Solicit sponsorships, donations, progr�mming, speakers, and all other support as necessary to successfully operate the entrepreneurial space and associated programs. 9. Provide a quarterly financial rcport to the City that shows a sepazate accounting of all revenue and expenses associated with the operation of the entrepreneurial space in Denton, and an accounting of all revenue and expenses associated with the Manager's full operations. 10. Establish baseline metrics for: the number of events held in the entrepreneur center and the number of attendees at each event; number of visitors to the entrepreneur center; number of inentor sessions available and number of inentor sessions used; and number of entrepreneurs assisted. Such baseline metrics will be used to set future performance goals for the Mana�er upon the Effective Date of this Amended Agreement. C. Iosurance. Manager shall require t�� ' ��°��' ��'�� general liability, sutomobile, bodily injury, prop�t�� r�°a�t��, ��1� �rt� w��rrk�rs �t��o��'��u�i�� coverage shall be fumished, with copies to the �it�, �nt� a��i�'� t�� aa�i�� k�� t �� 'c�r�� during the term of the Arnended Agreement by �� rr��s��, c+��ic>�r�i�°��, �r��r��r�!c��r� ��a� service providers in the minimurn arnounts approved by the City. Such policies shall name the City as an additional insured. The Manager further agrees to maintain at all times during the term of this Amended Agreement and the Development Agreement, with responsible insurance companies, insurance as follows: "��h ��arker's cornpens�ti��n, er��lr��x"s li�t�ality r�r �iar��lar ins��r�ce as may be ��y��ir�c� �y law, or such �;��ater �t�ut�oar�t� r�v��a M�a��° �hall d�+�rn advisable but not less than $1,060,000/$2,000,000; Page 3 of 8 2. A general liability insurance policy in the amount of at least $1,000,000 per person or $2,0OO,OQO per occurrence for bodily injury or death; 3. An umbrella coverage insurance policy of at least $10,00(},000 per occurrence; 4. Such other insurance against such other operation risks as Manager and City deems advisable to insure against, including, without limitation, auto liability insurance, liquor liability insurance and fideliry bands; 5. Errors & Omissions or Professional Liability Co�erage in the amount of at least $1,000,000; and 6. Fire insurance and insurance against such other hazards ordinarily included by an all-risk form of extended coverage endorsoment on the buildings, operating supplies, fumiture, �`a�r��ai�a�� a� equ��n�nt in an amount equal to �� .�� one hund��r� ��r��at (l�lt�°r'�) �a�" ��t�z�N ��x�ent ��t (without deduction for d��^��%��ion) ther�� I alt�ar�t��, substitutions and replacements therefore, and bearing a standard noncontributory mortgagee loss payable endorsement in favor of the holders of sny Mortgage on the Entrepreneur Center and providing, if reasonably available, for waiver of subrogation against such holder and the debt and security of such Mortgage in the event that the Entrepreneur Center is restored. This insurance shall include husiness interruption assurance. Thc Manager shall add the City as an additional insured on policies required by this Amcnded Agreement. Moreover, the Manager shall assume all risks in connection with the adequacy of any insurance or self-insurance program and wai�es any claim against the City for any liability, costs or expenses arising out of any uninsured claim, in part or in full, of any nature whatsoever. Within a reasonable periad of time after the effective date of this Amended Agreement, Manager sha11 provide the City with a Certificate of Insurance showing compliance with this section. Any changes to caverage shall cause Manager to immediately notify the City in writing of such change. D. Compliance. Manager shall make all reasonable efforts to comply with all laws, rules, regulations, requirements, orders, notices, determinations, and ordinances of the City of Denton, ia��1+��i�� m�f��t 1�s��tatic�r�, t�� s�� x� lacal l�c�� w�th�ar��i�� wnrl the r��r��ts ��" any insur�,�� o�� ring �g� �a� �.h� r�s�� a�� r�rl�i�h t�e �r�tr��ur C�� ir��ar��. MANAGER SHAGL INDEMNIFY AND HOLD HARMLESS THE CITY FROM ANY LOSS, COST, DAMAGE, OR EXPENSE ASSOCIATED WIT�I CUMPLIANCE HEREUNDER E. Management Term. The term of this Agreement shall commence on the date the Agreement is approved by the City Council and shall continue through September 3Q, 2017. .�i� ��r��t �� a� ac+��r�c� �u,aa�r��l�� r �� +��r�. ��r��^6��d a�� 1�"��r �� n°r�� the ��r�`a��rt�� t��r��;� ��t £'+��'C� �r� ��i�.� �m�a�:.�,�e;,� ��r�cr�a��at �a� ��r^��d �a� tl�� u�y +�'t�u��wl, �l�en �� +�mt�'� ��a�r�a��t c��" ��p� ar�m��r�l �u�� r�ra� �� r�m�c�r�� it��Vd„ ��;��t t� ��i��a {�-�� of this Amended Agreement and federal, state, or local Iaw. I. Termination. The Amended Agreement may be terminated prior to the expiration of the Amended Agreement upon the occurrence of one or more of the following events: Page 4 of 8 1. Upon any default of the Commercial Lease Agreement between the City and the Landlord following the expiration of applicable cure periods; 2. Upon at least thirty (34} days prior written notice to the other party, if (i} the Enirepreneur Center is damaged or destroyed by fire or another casualty; or (ii) afl or a substantial part of the Entrepreneur Center is taken in a condemnation or eminent domain proceeding; 3. Upon at least thirty {30} days prior written notice if Manager shall apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial gart of its assets; file a voluntary petitian for banlQuptcy; or, become otherwise insolvent; 4. If Manager permanenily ceases operation of the Entrepreneur Centcr; or 5. If Manager faiis to provide or maintain insurance as required undcr this Amended Agreement. 6. Upon mutual agreement of the parties or not less than 34 days written notice by one party to the other. II. MISCELLANEOUS A. Indemnificatio�. MANAGER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICEILS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL, CLAIMS (ADMINISTRATIVE OR JUDICY��:�� I'�`� ��"�� "�iJi1RIES, ��C;�.�� LOSSES AND EXPENSES (INCLUDING ��"�" ��`�" ��[l'�+��.��'�� TO REA�C�I�',��:� ATTORNEYS' FEES FOR PRE-TRIAL, TRIAL AND APPELLATE PROCEEDINGS, ACCOUNTING FEES, APPRAISAL FEES AND C�NSULTING AND EXPERT WITNESS FEES), OR LIABILITY OF WHATEVER KIND OR CHARACTER, ARISING OUT OF OR IN CUNNECTION WITH THE PERFORMANCE BY THE CITY OF THOSE SERVICES CONTEMPLATED BY TAIS AGREEMENT, INCLUDING ALL SUCH CLAIMS OR CAUSES OF ACTION BASED UPUN COMMUN, CON5TITUTIONAL, OR STATUTORY LAW, OR BASED, IN WHOLE UR IN PART, UPON ALLEGATIUNS OF NEGLIGENT UR INTENTIONAL ACTS OF THE C1TY, ITS OFFICERS, EMPLUYEES, AGENTS, SUBCONTRACTORS, LICENSEES, AND INVITEES, OR �F MANAGER, OR CLAIMS OF ANY PAST OR FUTURE LIFE/SAFETY CUDE VIOLATIONS, OR ANY REQUIREMENT OR AWARD RELATING TO COUR5E OF EMPLOYMENT, WORKING CONDiTIONS, WAGES AND/OR COMPENSATION OF EMPLOYEES OR FURMER EMPLOYEES AT THE ENTREPRENEUR CENTER INCLUDING VIOLATIONS OF ANY STATE, LOCAL, OR FEDERAL EMPLOYMENT LAW WHETHER COMMON LAW OR STATUTORY, AND INJURY TO PERSON(S) AND DAMAGE TU PROPERTY OR BUSINESS BY REASON OF ANY CAUSE WHATSOEVER IN AND ABUUT THE ENTREPRENEUR CENTER OR ELSEWHERE, UNLESS 3UCH INNRY UR DAMAGE 1S CAUSED BY THE CITY'S GROSS NEGLIGENCE AS DETERMINED BY A FINAL NON- APPEALABLE JUDGMENT ISSUED BY A COURT OF COMPETENT JURISDICTION, WILLFUL MISCONDUCT, FRAUD, OR BREACH OF THIS AGREEMENT. ANY INDEMNIFICATION SHALL APPLY REGARDLESS UF WHETHER OR NUT SAID CLAIM, DAMAGE, LOSS� OR EXPENSE IS COVERED BY INSURANCE AS HEREIN PROVIDED. IN THE EVENT THAT A CLAIM IS Page 5 of 8 ASSERTED AGAINST EITHER PARTY OR BOTH, MANAGER SHALL PR�VIDE CITY WITH A COPY OF SUCH CLAIM WITHIN A REASONABLE TIME FROM RECEIPT �, ��1��^�. �� r��ati�� r��r�� c� �� a�� u�ua�� t��i� �,��t ��° �,� ;�ti��ut�, �a�clir��ar�a��, �a� ��ul��i�r�, ��a�� '��f4"a��t�v� w��n �i�v��a i�, �itir�� it�d ir� t�� lr�it��i �'��t�� x�s�l, c�rtif�cc� rra��i�, ��t�r�� °�;��i�at ��t�c�, �ar b� I��r��r��i�^��, �,r�dr�s��i �� t1�� r�:��t�v� parties as follows: QTY City Manager City of Dentan 2l5 E. McKinney Denton, TX 76201 311 Market Street �,��'�C�,�. a ��T1��,�1�� i�, ti��,1" �",:;.� Trey Bowles President 311 Market Street Dallas, Texas 75202 C. In��°��m�� This ��rc��rn�� and each ��a��a�ion ��r�of, �� h and a��v+�r� ��;i��, duty, obligation, ��nd �i�b�liry se� ��rt�w ��a^�in shall b� �a�=��iing tz�s��, anr� inr�r� to the �a��a��t �nci obligation of the Ciry and MANAGER and their respective successors and assigns. D. Applicatlon of Laws. All terms, conditions, and provisions of this Agreement are swb;ject taa rth� Ch�r��r of ��a� �it,� ��a�, all ord�r��es p�� q��z��,nat t��t�a, and all,�ra�u�ial r�c�t�rnvc��&i��s r��tive t��ta, �'Y�i� ��ement �h�ll be ,��r��d �� h� ��v�s of the �t�t� of Texas and venue shall lie in Denton Counry, Texas. �. Exc1��^� ,��reem��at. "�°�i� ��r��nc�� r�1��an� the ��ti:r� �r�c��r�t��a��c,,� and constitutes the entire ��r+��sr��t betw��n th� �� s�� n��rr�.a��„ the ��;y��t r�r�tt�r ��a��ined I��r�ira. 7"��t� �� r�� r��a��e��x��t6��fi ��r��t�, arr��mr�:nt�, c�� a��t�da�t�s, �a�°�� aar ��t��n, ��r�:;� �a° ir��l��, �t�lw�rc,�n car �b�� t,�� a�ies ��, r�t�i��.� �c� t�a� ��r�j��t r��t�r ��" �i� ��r:�a��, �u�,qc�� r� rtc�� "aa�� s��d �aar�w:�. The terms and conditions of the Agreement shall prevail notwithstanding any variance in this Agreement from the terms and canditions of any other document relating this transaction or these transactions. This Agreement may not be modified, amended, surrendered or changed, except by a written instrument executed by both parties. F. Sevcrability. If any section, su��s�:��i��, ��rc��r�� ►t�r��,, �l�,�a��, ��i��:, �r word in this Agreement, or application thereof t� �y ��s�� t��' ��°�� '� ��'�� ' any court of competent jurisdiction, such holdir�� i��ll ��t ��'�c� t�� i�it�r +��' tk�� r�r��i�i�� portions of this Agreement, and the parties hereb� ci��l�e� �h�y �av��l�l h�e�� ul�� uc�l� x'��r�� portions despite any such invalidity. G. No Representation. In entering i�tc� �� w.��, �� "'�� "i�� s r�� r�px��a��ti�ra� t�r t.�� 1`��r r��;��ii�� ]M�sa�»��'� ��t��afl�i�� wair��s, �� c��ib�Iit� �b"` �u�uar� ��s �� s� �ai.ia�r �arrai��r �r��:d�� a� l�r��,�°��c��ww�n.� +��r��r �c� t�a� �it�°°� ��i;�t�� c�:�a,�� ti��t i�� 'i�y �a��,°�� s�.� �� .r��wti�� fi�r �iro� �u�� w�" its assistance as providcd hereby. Page 6 of 8 H. Non-Appropriation. Other provisions of this agreement notwithstanding, the Parties hereby agree that all funds paid by the City pursuant to this Agreement shall be paid from current City funds and shall be dependent upon appropriation of same by the Denton City Council. °�"h�� r�a��t i� ��+�c��°�� ,� +�ft��, w��a� ��" ��!�"�. A'I"I'EST: JENNIFER WALTERS, CITY SECRETARY �t�"P��r'�� AS TO LEGAL FORM: AARON �� , INTERIM CITY ATTORNEY �� By ��'�� C1TY OF ��i'�'��`� "�" �C�'�"�� .� �� TODD HILEMAN CITY MANAGER DALLAS ENTREPRENEUR CENTER A Texas Nonprofit Company � ,�� gy. � �. Its: CZd ACKNOWLEDGEMENTS Page 7 of 8 STATE OF TEXAS COUNTY OF DENTON The forgoing Manage�� r��r�n��ro� r�`� ��cuted before me on �� c��a�^ , 2017 by Todd Hileman, City �vC�aa��;�� " �h� ��?�rr �a:f �enton� Texas, a Tex�� u��a�l +��a�m��t��, on behalf of said Municipal Corporation. �� . ,.m n��w��„, "�m�� „ �,��',�R�'m@�� . �� "��iWC�� , ° �� Y��fl�"�� V"�°�,��.A�m��0�� $V �'&� �6k,� ��n�� '�� c�m��. � �°� �� .�; � � � ��, ��..�� m�� p��haa�e� 'ire WAd � . . . . . .. . . . . . �� STATE OF TEXAS COUNTY OF DENTON � �� ,� ��s� �' � ._� � � , � and fa � State of Texas '�I,Mt� itar �;�� 1'� ��c�r��t, �,greement was exe��i 4��"�are me on the �day of AR 2017 b� �� "°�� a �11� �r�t��reneur Center� on �a�h�l� ��" �aid corporarion. � III # � II�I � «; � ° . ,. � � � u ��uu �,�,��w �M, �� v . A � ��ry �� Notary Public in and for the State of Texas Page 8 of 8