2017-284ORDINANCE NO, ZO 17-284
AN ORDINANCE OF THE CITY OF DENTON APPROVING A UNIFORM MEMBERSHIP
AGREEMENT FOR THE CITY'S STOKE DENTON ENTREPRENEUR CENTER;
AUTHORIZING THE CITY MANAGER, OR DESIGNEE TO EXECUTE THE
MEMBERSHIP AGREEMENT AS NEEDED; PROVIDING FOR A REPEALER;
PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, effective October 1, 2017, the City will take over day-to-day operation of
the Stoke Denton Entrepreneur Center from the Dallas Entrepreneur Center;
WHEREAS, the City's Stoke Denton Entrepreneur Center offers different levels of
memberships to the public which allow them to use the various amenities and programs offered
at the Stoke Denton Entrepreneur Center;
WHEREAS, the City desires to formally document memberships in the Stoke Denton
Entrepreneur Center through the use of a Membership Agreement;
WHEREAS, because of the location of the City's Stoke Denton Entrepreneur Center, and
increased volume in its membership, it is a best customer service practice and organizationally
efficient for the Membership Agreement to be executed administratively by the City Manager, or
his designee;
WHEREAS, the City Council finds it is in the public interest for City to formally
document membership in the Stoke Denton Entrepreneur Center attached Membership
Agreement and for the same to be executed administratively for the City Manager, or his
designee; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this Ordinance
are incorporated herein by reference.
SECTION 2. The attached Membership Agreement is approved for use by the City in
conjunction with membership in the Stoke Denton Entrepreneur Center.
SECTION 3. The City Manager, or his designee, is authorized to execute the approved
Membership Agreement, or modified agreement after approval by the City Attorney, as needed
without further authority, guidance, or direction from the Council, and is further authorized to
carry out the rights and duties of the City under the Agreement.
SECTION 4. All ordinances or parts of ordinances in force when the provisions of this
ordinance became effective which are inconsistent, or in conflict with the terms or provisions
contained in this ordinance are hereby repealed to the extent of any such conflict.
SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase or word in
this ordinance, or application thereof to any person or circumstances is held invalid by any court
of competent jurisdiction, such holding shall not affect the validity of the remaining portions of
Page 1
this ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have
enacted such remaining portions despite any such invalidity.
SECTION 6. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the �� day of , 2017.
1Iles A'l S, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
can
LUI
AARON LEAL, INTERIM CITY ATTORNEY
BY:
Stoke Denton Entrepreneur Center Membership Agreement
THIS MEMBERSHIP AGREEMENT (this "Agreement") is between the City of Denton, a Texas home -rule
municipal corporation, ("City" or "We") and ("You" or "Your")
This Agreement is effective when executed by the City.
I. SPACE/ACCESS
The City agrees to provide You with a non-exclusive right to access and use the space located at 608 East Hickory,
Suite 128, Denton, Texas 76205 (the "Space"), in accordance with your Membership Level (hereafter defined) for the
Term (hereafter defined) of this Agreement. Completion or acceptance of this Agreement does not create a tenancy,
but prepaid usage to use the provided amenities in the Stoke Denton Entrepreneur Center.
II. MEMBERSHIP TYPE
Please select only one membership level with the desired office arrangement, if any ("Me iL) rshi evel"):
Virtual
Coworking (Will also need to execute Facility Use License Agreement)
Desk(s)
Dedicated (Will also need to execute Facility Use License Agreement)
Desk(s)
Office(s)
Pod (4 desks)
III. MEMBERSHIP TERM
Term: The period during which You are entitled to use the Space is called the "Term." The Term of this Agreement
is thirty (30) days unless it begins after the first of the month. If the Agreement begins after the first day of the month,
the first month's Term shall be the days remaining in the month in which the Agreement was signed.
Automatic Renewal: This Agreement shall automatically renew for another Term unless this Agreement is terminated
in accordance with this Agreement.
Fee: You agree to pay the City a $ per month as consideration for Your membership in the City's Stoke
Denton Entrepreneur Center. If the Agreement begins after the first day of the month the first month's Fee shall be
prorated based on the days remaining in the month in which the Agreement was signed. Thereafter, the Fee will be
the base
Autocharge: We will automatically charge Your debit/credit card (as authorized pursuant to the "Auti�ali ilg
Autliorizati1?;r1WW,Forni" attached hereto and incorporated herein by reference) for all Membership Fees and all other
outstanding amounts payable to the City by You during the Term which are due on the first day of each month.
THE TERMS AND CONDITIONS AND AUTOMATIC BILLING AUTHORIZATION FROM ON THE
FOLLOWING PAGES ARE PART OF THIS AGREEMENT. YOU MUST ADHERE TO SUCH TERMS
AND CONDITIONS AT ALL TIMES, AND FAILURE TO FOLLOW SUCH TERMS AND CONDITIONS
CAN RESULT IN NON -RENEWAL OR EVEN TERMINATION OF THIS AGREEMENT. BY SIGNING
BELOW, YOU ARE APPROVING AND ACCEPTING THE TERMS AND CONDITIONS.
Stoke Denton Entrepreneur Center Membership Agreement (Version 1; 09212017) Page 1 of 8
CITY OF DENTON,
a Texas home -rule municipal corporation
Signature
Printed Name
Title
Signed on the of , 20
and under the authority of Ordinance No. 2017 -
MEMBER:
Printed Name of Entity (Leave blank if Individual)
Signature
Printed Name
Title of Person Signing If Entity (Leave blank if Individual)
If Entity, Type of Entity and State of Incorporation
Signed on the of
,20
Stoke Denton Entrepreneur Center Membership Agreement (Version 1; 09212017) Page 2 of 8
AUTOMATIC BILLING AUTHORIZATION FORM
Credit/Debit Card:
Card Type: ❑ MasterCard ❑ VISA ❑ AMEX
Credit card number
Cardholder's name: (as shown on credit card)
Cardholder's Signature:
❑ Discover
Expires:
Billing Address (from credit card statement)
City, State, Zip
ME
3-4 digit code
I (we) authorize the City to debit my (our) debit or credit card monthly for the agreed upon Membership Fees and all
other outstanding amounts payable to the City.
These debit entries will be made in payment of fixed and variable expense invoices as authorized by me (us) upon
becoming a member(s) of the City. I (we) will be responsible for notifying the City of any exception I (we) might
have to these charges as documented by the invoices provided to me (us) each month. Such notification must be
provided to the City no later than the fifth (5111) day of each month. Without provision of such notification, the City is
authorized to proceed with the transactions against this account for payment in full of the amount of invoices provided.
This authorization is to remain in full force and effect until the City Membership Agreement has been terminated in
accordance with its terms and the City has a reasonable opportunity to act on the termination.
Stoke Denton Entrepreneur Center Membership Agreement (Version 1; 09212017) Page 3 of 8
Stoke Denton Entrepreneur Center Membership Terms and Conditions
Terms and Conditions. The services We provide to You (including, but not limited to the use of office space, access
to Internet, etc.), are subject to the following Terms and Conditions. We reserve the right to update the Terms and
Conditions at any time without notice to You.
Access. You are provided with a personal, non-exclusive, and revocable license to access to the Space during
the standard hours of operation for the building in which the Space is located. The standard hours are currently
Monday through Friday, 8:00 a.m. through 5:00 p.m.; however, any person authorized by the City to access
and use the Space under the Dedicated Membership Level (" leek aled Member") shall have access to the
Space twenty-four (24) hours per day, subject to the Office Lease. Dedicated Members are expected to secure
the building when either they are the last person on the premises or any time after 5:00 p.m. Dedicated
Members may be provided with one (1) key card to access the Space upon payment of a $30.00 deposit for
such key card. Dedicated Members may request additional key cards, and if such request is approved by the
City, they must make an additional deposit of $30.00 per key card. Failure to return all key cards at the
termination of this Agreement will cause any deposit to be forfeited and retained by the City. You
acknowledge and accept responsibility for the security of the doors and spaces you access. You shall have
access to: (i) reasonable use of the conference rooms in the Space, subject to prior scheduling and availability,
not to exceed two (2) hours per booking; and (ii) common areas of the Space under uniform conditions
specified by the City to all Members within the Space, as may be modified in City's sole, but reasonable,
discretion.
2. Service Charges. In addition to the Membership Fee, You shall pay to the City for any additional services
provided by the City to You that are not included as part of such Membership Fee (collectively, "Service
11La,rge ," and together with Membership Fee, the "Fees").
Late Payment Charge and Interest/Automatic Billing Failure/Returned Check. A late payment charge
in the amount of ten percent (10%) of the amount due (each a " Utg Cly") shall be due and payable in the
event that the Fees are not received in full by the City within five (5) days after the date such Fees are due.
Additionally, interest shall accrue on any unpaid amounts (i.e., amounts that are not paid on the due date), at
the lesser of. (i) twelve percent (12%) per annum, calculated daily; and (ii) the highest amount of interest
allowable under applicable law. You agree to pay the City, in addition to the Late Charge and interest
referenced herein, any fees incurred by the City in the event Your Fees and other outstanding amounts
payable to the City fail to be automatically debited as authorized under the Automatic Billing Authorization
Form, or a check tendered by You to the City for payment hereunder is not honored for payment. the City
may also avail itself to any other remedies we may have at law or in equity as a result of a dishonored check.
Additionally, the City, in our sole discretion, may require all future payments to be made by certified funds,
money order or wire transfer.
Insurance. You are advised to carry, at all times during the Term, at a minimum, sufficient insurance
coverage to protect Your own contents, fixtures and furnishings (collectively, "1' �soatal I'N`upc _y" ).
Coverage shall be on a special form policy and shall include replacement cost of the Personal Property.
Cabling. Additional cable or telephone lines or related equipment of any kind, whether for television,
internet, satellite or LAN, may not be installed in the Space without the prior written consent of the City,
which the City may grant or withhold in its sole but reasonable discretion. the City's consent shall be
conditioned on the payment of additional monthly fees should the cable, telephone lines or related equipment
be positioned in or pass through the Master Space (outside of the Space) or the Building and shall also be
subject to the following conditions:
(i) If the cabling, telephone lines or equipment is not already included with a service provided by
the City, then You shall pay all costs associated with the installation and maintenance thereof and You shall,
at the City's request, be responsible for the removal of same at the end of the Term.
Stoke Denton Entrepreneur Center Membership Agreement (Version 1; 09212017) Page 4 of 8
(ii) You shall assume all liability for the installation and use of the cabling, telephone lines and
equipment, including damage or disruption to the business operations of other Members in the Space. Other
Members in the Master Space, and other tenants of the Building.
(iii) You shall be responsible for any increase in the City's insurance policies as a result of the
installation and use of such equipment and cabling, and You shall confirm that Your insurance policies cover
any damage or liability caused by same.
(iv) At the City's option, all cabling and telephone lines installed in the ceiling or walls of the Space
or Master Space shall become the property of the City at the expiration or earlier termination of the Term.
Member-
ship Type
Virtual
Cancell-
ation
Require-
ment
In
Writing:
Email is
acceptable
Days'
Notice
Re-
quiredm„
None,
but no
refund
s
offered
Renewal
Auto-
matic, 30
days
..........._..................................
Annual
Rate
Increase
TBD
Billing
Billing on
same day
every
month (ex:
1611 of
every
month)
._........... .....
Notes
Member-
ship
carries
through
next
billing
date
_.........._
Pro-
ration:
Join
None
__.._w
Proration: Exit
None
Co-
In
30
Auto-
TBD
1 s` of
Member-
Yes
1 s` through 5"' of
working
Writing:
Days
matic, 30
every
ship
each month = will
Email is
days
month
carries
cancel before the
acceptable
through Is`
next charge; after
of next
the 51h = will be
month
charged for
another whole
month
Dedicated
In
30
Auto-
TBD
Is` of
Member-
Yes
1s` through 5`' of
Writing:
Days
matic, 30
every
ship
each month = will
Email is
days
month
carries
cancel before the
acceptable
through 1 s`
next charge; after
of next
the 5' will be
month
charged for
another whole
month
-Office
In
90
Auto-
TBD
1 s` of
Member-
Yes
Yes
Writing:
Days
matic,
every
ship
Email is
out
Initial
month
renews
acceptable
from
Term
each year
Annual
Length
Renew
al Date
6. Delivery and Acceptance. The Space will be delivered to You in its "as -is; where -is" condition. Your
acceptance (whether in writing or by use or occupancy) shall constitute Your recognition and
acknowledgment that the Space and the furnishings provided therein are in a good state of repair and in a
satisfactory condition. STOKE SHALL NOT BE LIABLE TO YOU FOR ANY CLAIMS, COSTS,
DAMAGES, LIABILITY OR LOSSES INCURRED BY YOU FOR THE FOLLOWING REASONS: (i)
DUE TO THE FAILURE OF THE HEATING, COOLING, OR OTHER UTILITY EQUIPMENT,
INCLUDING VOICE AND DATA ACCESS; (ii) DUE TO OPERATING COSTS OR DUE TO THE
Stoke Denton Entrepreneur Center Membership Agreement (Version 1; 09212017) Page 5 of 8
NECESSITY OF REPAIR; (iii) DUE TO THE REASONABLE DENIAL OF YOUR ACCESS TO THE
SPACE; OR (iv) DUE TO FAILURE TO PROVIDE SERVICES AS PROVIDED FOR IN THIS
AGREEMENT.
Limitation of Liability. YOU AGREE THAT STOKE AND THE CITY OF DENTON WILL NOT BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR
SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR INCREASED COST OF
OPERATIONS RESULTING FROM SERVICES PROVIDED UNDER THIS AGREEMENT. YOU
AGREE THAT STOKE'S TOTAL LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES
NOT TO EXCEED SEVEN HUNDRED FIFTY DOLLARS ($750.00). EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, STOKE MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY
REPRESENTATION OR WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR
COURSE OF PERFORMANCE.
8. Indemnification. YOU HEREBY INDEMNIFY AND AGREE TO DEFEND AND HOLD STOKE AND
THE CITY OF DENTON AND THEIR RESPECTIVE AGENTS, EMPLOYEES, LICENSEES,
DIRECTORS, OFFICERS, MEMBERS, PARTNERS AND CONTRACTORS HARMLESS FROM AND
AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, SUITS, LOSSES, COSTS AND
EXPENSES (INCLUDING ATTORNEY'S FEES), JUDGMENTS AND LIABILITIES FOR OR ON
ACCOUNT OF ANY INJURIES OR DAMAGES RECEIVED OR SUSTAINED BY ANY PERON,
PERSONS, OR PROPERTY ARISING OUT OF OR IN ANY WAY RELATING TO YOUR BREACH OF
OR FAILURE TO PERFORM ANY OF YOUR OBLIGATIONS HEREUNDER OR FROM THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF YOU OR YOUR AGENTS, EMPLOYEES,
DIRECTORS, OFFICERS, MEMBERS, PARTNERS, LICENSEES, CONTRACTORS, CUSTOMERS,
OR INVITEES OCCURRING IN CONNECTION WITH THE SPACE. THE SCOPE OF THIS
INDEMNIFICATION SHALL, AT STOKE' S OPTION, INCLUDE, BUT NOT BE LIMITED TO,
DEFENSE WITH ATTORNEYS SATISFACTORY TO SUCH PARTY, OF ANY ACTION, SUIT, CLAIM
OR PROCEEDING THAT MAY BE FILED, INSTITUTED OR BROUGHT AGAINST STOKE AND/OR
THE CITY OF DENTON OR TO WHICH SUCH PARTY MAY BE MADE A PARTY. THE FOREGOING
INDEMNIFICATION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS
AGREEMENT.
Costs of Enforcement. You agree to pay the City all reasonable collection and attorney fees incurred by the
City, whether incurred prior to or after the commencement of formal legal action. Your obligation to pay the
City is an independent covenant and shall be payable free from any expense, charge, deduction, offset, or
counter -claim by reason of any obligation of the City or any other reason. All of the provisions of this
Agreement shall be construed and interpreted accordingly.
10, Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. The signature of any party
to any counterpart hereof will be deemed a signature to, and may be appended to, any other counterpart
hereof. In the event that any signature to this Agreement is delivered by facsimile transmission or by e-mail
delivery of a ".pdf' format data file, such signature will create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or ".pdf' signature page were an original thereof. Once signed, this Agreement maybe delivered by facsimile
or ".pdf' format, and any reproduction of this Agreement made by reliable means (e.g., photocopy, facsimile
or ".pdf' format) is considered an original.
11, Complete Agreement. There are no oral agreements between You and the City affecting this Agreement,
and this Agreement supersedes and cancels any and all previous negotiations, arrangements, brochures,
offers, agreements and understandings, oral or written, if any, between You and the City or displayed by the
City to You with respect to the subject matter of this Agreement. There are no commitments, representations
or assurances between You and the City or between any real estate broker and You other than those expressly
Stoke Denton Entrepreneur Center Membership Agreement (Version 1; 09212017) Page 6 of 8
set forth in this Agreement, and all reliance with respect to any commitments, representations or assurances
is solely upon commitments, representations and assurances expressly set forth in this Agreement. This
Agreement may not be amended or modified in any respect whatsoever except by an agreement in writing
signed by You and the City.
12. General. "You" or "Your" means you individually and includes any of Your businesses, their subsidiaries,
affiliates, employees, directors, officers, members, partners, agents and parent companies. Time is of the
essence of this Agreement and each and all of its provisions. You may not assign, transfer or encumber this
Agreement without the prior written consent of the City. If any provision of this Agreement is determined
to be illegal or unenforceable, such determination shall not affect any other provision of this Agreement and
all such other provisions shall remain in full force and effect. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas. All notices or notifications which may or are
required to be given by either party to the other hereunder shall be in writing and delivered in person or sent
by United States mail, facsimile, or e-mail.
13. Authority to Execute Agreement. The person signing on Your behalf represents that he/she has the
authority to execute this Agreement on Your behalf.
14. Removal of Property; Abandoned Property. If You fail, neglect, or refuse to remove its property from the
Space prior to the expiration of the Term, said property shall be deemed abandoned and City shall have the
right to move, place in storage, or otherwise dispose of any such property at the Your sole cost and expense.
You irrevocably constitutes and appoints City as its special attorney in fact to do and perform all acts
necessary in removing, storing, and disposing of said abandoned personal property and to execute and to
deliver a bill of sale therefor.
16. Damage. You will not damage or alter the City premises, subject to ordinary wear and tear, and you will not
bring any hazardous materials or illegal substances to the City. In particular, you will not alter or augment
the data or power infrastructure. You agree to repair any damage to the City caused by you, your staff, or
your guests.
17. Confidentiality. Neither you nor the City make any commitment of confidentiality to the other, or to the
other members, as part of your membership, and you should limit your disclosure of information to the City
personnel and the other members accordingly. You are responsible for using care to hold your private and
confidential conversations in a private location.
18. Media Consent. Unless you notify the City otherwise in writing, you consent to the City's use of your name,
image (in photographic or video form), and voice recording, without compensation to you, as part of its
publicity and marketing efforts, including by publication on its website(s), release to press for publication on
traditional and online news publications, in marketing brochures, and other materials. You acknowledge that
any statements you give to the City personnel or the press regarding the City may be quoted in whole or in
part, and attributed to you by name, in the City's publicity and marketing materials or in the news publication,
without compensation to you.
19. Stoke Denton Entrepreneur Center Guidelines. You must comply with the guidelines, if any, posted on
Stoke Denton Entrepreneur Center's website (the "Guidelines"). The City may modify the Guidelines by
posting new Guidelines at any time. Modifications to the Guidelines are effective as to you as of your first
renewal term that follows the posting.
20. Assignment. Your membership is personal to you and you may not assign or transfer your membership.
21. Use of Membership is Personal to Member Only. Your membership is personal to you and make not be
used by any other person.
Stoke Denton Entrepreneur Center Membership Agreement (Version 1; 09212017) Page 7 of 8
22. Technology Release. You agree that the City (i) is not responsible for any damage to any Member's
computer system; and (ii) does not assume any liability or warranty in the event that any manufacturer
warranties are voided.
23. Prohibited Activities. In addition to not using the City or the City property in connection with illegal
activities, you are also prohibited from using the City or the City property for:
a. Contests, pyramid schemes, chain letters, junk email, spamming or similar annoying behavior;
b. Defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy
and publicity) of others;
C. Posting, distributing or disseminating inappropriate, profane, defamatory, obscene, indecent, or
unlawful material or information;
d. Uploading, reproducing, using, performing or otherwise making available, images, software or other
material or information which infringes another's rights, or is protected by intellectual property laws
where you don't own or license such rights;
e. Uploading or using files that contain viruses, corrupted files, or any other similar software or
programs that may damage the City property or the computers or property of a member of the City.
24. Funding and Non -Appropriation. This Agreement shall terminate in the event that the CITY'S governing
body shall fail to appropriate sufficient funds to satisfy any of Your obligations hereunder. Termination shall
be effective as of the last day of the fiscal period for which sufficient funds were appropriated or upon
expenditure of all appropriated funds, whichever comes first. Termination pursuant to this non -appropriation
clause shall be without further penalty or expense to either party.
25. Alcoholic Beverages. You, if over the age of 21, are allowed to bring and consume beer, wine, or any
beverage of alcoholic content in the Stoke Denton Entrepreneur Center. HOWEVER, YOU are not allowed
to sell or give away or allow beer, wine, or any beverage of alcoholic content to be sold, given away, sampled,
or consumed in the Stoke Denton Entrepreneur Center.
Stoke Denton Entrepreneur Center Membership Agreement (Version 1; 09212017) Page 8 of 8