20-2154ORDINANCE NO.20-2154
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE APPROVAL OF A SECOND EXTENSION AND
AMENDMENT TO A CONTRACT FOR THE MANAGEMENT OF THE CITY’S STOKE
DENTON ENTREPRENEUR CENTER (RFP 6571) BETWEEN THE CITY OF DENTON AND
HICKORY & RAIL VENTURES, LLC, UNTIL JUNE 30, 2021; AUTHORIZING AN
EXTENSION AND AMENDMENT TO THE SUBLEASE OF STOKE DENTON BETWEEN
THE CITY OF DENTON AND HICKORY & RAIL VENTURES, LLC, UNTIL JUNE 30, 2021 ;
AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE THE CONTRACT
EXTENSION AND AMENDMENT AND LEASE EXTENSION; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton ("City") seeks to drive new business creation and job growth
by fostering a sustainable startup community for entrepreneurs primarily in early-stage tech and tech-
enabled businesses; and
WHEREAS, to achieve this public purpose, the City leased a commercial space of
approximately 9,000 square feet at 608 East Hickory, Denton, Texas 76201 from Rail Yard Partners,
Ltd. ("Stoke Denton"); and
WHEREAS, Stoke Denton is focused on the recruitment and support of tech and tech-
enabled startups, as well as memberships of businesses in other sectors that are complementary to a
healthy startup community; and
WHEREAS, on November 14, 2017, the City and Hickory & Rail Ventures, LLC,
("Contractor") entered into a contract 6571 (" Agreement") which transitioned Stoke Denton from a
City-managed facility to a facility managed by the Contractor and subleased Stoke Denton to
Contractor (’'Sublease"); and
WHEREAS, on November 13, 2018, the City and Contractor entered into the Contract
Extension and Amendment which extended the term of the Agreement, including the sublease of
Stoke Denton, until February 28, 2021, and amended certain terms of the Agreement; and
WHEREAS, the City staff having recommended, and the City Manager having recommended
to the City Council that an extension and amendment be authorized to the Agreement and Sublease
in order to extend the term of the Agreement and Sublease until June 30, 2021, and to amend certain
terms of the Agreement and Sublease; 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 Second Contract Extension and Amendment by and between the City and
Contractor, which extends the term the Agreement, and which is attached to this ordinance and
incorporated herein for all purposes, is hereby accepted and approved. The Sublease Second
Extension and Amendment by and between the City and Contractor, which extends the term and
amends certain provisions of the Sublease, and which is attached to Second Contract Extension and
Amendment and incorporated herein for all purposes, is hereby accepted and approved.
SECTION 3. The City Manager of the City of Denton, Texas, or his designee, is authorized
to execute the attached Second Contract Extension and Amendment as well as the Sublease Second
Extension and Amendment, and the City Council hereby expressly delegates the authority to take any
actions that may be required or permitted to be performed by the City under such agreement and
sublease to the City Manager, or his designee.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
The motionabD
vote n - D]X=:[][=: eo:Ji n 11a1C1 :i1: S P IIaSII S e ; IIa1M approved Hemi:
Aye
£a
,/
JdJ
a
-JL
Nay Abstain Absent
Chris Watts, Mayor:
Gerard Hudspeth, District 1 :
Keely G. Briggs, District 2:
Jesse Davis, District 3 :
John Ryan, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the I .ItIS day of I)aM, (
CHRIS WATTS, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
WBG
. Z/>o=, . dAg
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:f7nha
DocuSign Envelope ID: A5E25FE9-AEB04059-A45A-00FDID05F640
SECOND CONTRACT EXTENSION AND AMENDMENT BY AND BETWEEN
CITY OF DENTON, TEXAS AND HICKORY & RAIL VENTURES, LLC
(CONTRACT 6571)
THIS SECOND CONTRACT EXTENSION AND AMENDMENT (this "Second
Extension") to that certain contract 6571 by and between Hickory & Rail Ventures, LLC, and the
City of Denton, Texas, entered into November 14, 2017 (“Original Agreement”), and extended
and amended by the Contract Extension and Amendment on November 13, 2018 (“First
Amendment”) (collectively, the Original Agreement and First Amendment are the " Agreement"),
is made and entered into this date Oc+ob u 21'\ 1 UM, by and between Hickory & Rail
Ventures, LLC, a limited liability company, whose address is 608 E. Hickory St., Suite 128,
Denton, TX 76205, by and through its authorized agent, Marshall Culpepper, hereinafter referred
to as "Contractor," and the City of Denton, Texas, a home rule municipal corporation, hereinafter
referred to as "City," to be effective upon approval of the Denton City Council and subsequent
execution of this Second Extension by the Denton City Manager or his duly authorized designee.
WHEREAS, the City seeks to drive new business creation and job growth by fostering a
sustainable startup community for entrepreneurs primarily in early-stage tech and tech-enabled
businesses; and
WHEREAS, to achieve this public purpose, the City leased a commercial space of
approximately 9,000 square feet at 608 East Hickory, Denton, Texas 76201 from Rail Yard
Partners, Ltd. ("Stoke Denton"); and
WHEREAS, Stoke Denton is focused on the recruitment and support of tech and tech-
enabled startups, as well as memberships of businesses in other sectors that are complementary to
a healthy startup community; and
WHEREAS, on November 14, 2017, the City and Contractor entered into the Original
Agreement which transitioned Stoke Denton from a City-managed facility to a facility managed
by the Contractor and subleased Stoke Denton to Contractor; and
WHEREAS, on November 13, 2018, the City and Contractor entered into the First
Amendment which extended the term of the Original Agreement, including the sublease of Stoke
Denton, until February 28, 2021, and amended certain terms of the Agreement; and
WHEREAS, the Agreement described Contractor’s target goals to increase the number of
active memberships which match the tech or tech-enabled profile; and
WHEREAS, the City and Contractor desire to execute this Second Extension in order to
extend the term of the Agreement, including the sublease of Stoke Denton, until June 30, 2021 ;
NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the
"Parties"), in consideration of their mutual promises and covenants, as well as for other good and
valuable considerations, do hereby agree to the following Second Extension, which extends the
term of the Agreement and amends the terms and conditions of the Agreement, to wit:
1. The term of the Agreement is hereby extended until June 30, 2021.
6571 – Stoke Denton – Second Contract Extension and Amendment
DocuSign Envelope ID: A5E25FE9-AEB04059-A45A-00FDID05F640
2.The sublease between by and between Contractor and the City entered into on
November 14, 2017 (“Original Sublease”), as extended and amended by the first
Sublease Extension and Amendment entered into on November 13, 2018 (“First
Extended Sublease”) (collectively, the Original Sublease and the First Extended
Sublease are the “Sublease”), is hereby extended until June 30, 2021, and amended by
the Sublease Second Extension and Amendment attached as Exhibit "A’' to this Second
Extension (the "Extended Sublease"). Contractor shall make payments to the City in
accordance with the program costs indicated in the Agreement and as reflected in the
Sublease. The Second Extended Sublease will be in the form attached as Exhibit "A"
hereto and shall be executed by Contractor contemporaneously with this Second
Extension. By execution of this Second Extension, the Parties agree that sufficient
written notice to extend the Sublease until June 30, 2021, was provided to City in
accordance with the Sublease.
3. Exhibit "A’' - "Special Terms and Conditions for Management Services", Section III
"Contract Term and Termination" of the Agreement is hereby amended to read as
follows:
"III. Contract Term and Termination. The Contract term will be through June 30,
2021. In no event shall the Contract extend beyond the City’s June 30, 2021 lease
termination date. The Contract may be terminated by the City with thirty (30) days
written notice to the Contractor; provided that, in the event of nonrenewal due to the
City not allotting or appropriating sufficient funds for the renewed fiscal year, the City
may terminate this Contract without notice. The following conditions will be grounds
for automatic termination without notice during the term of the Contract: (1) Failure to
meet the metrics and deliverables as stated herein or Contractor otherwise is in breach
of this Contract; (2) Stoke Denton is destroyed by casualty; (3) Stoke Denton is taken
by eminent domain either in whole or in part; (4) Contractor applies for, consents to,
or is involuntarily subjected to receivership, trustee, or liquidator of all or substantially
all of its assets; (5) Contractor files for bankruptcy or becomes otherwise insolvent; (6)
Contractor fails to provide or maintain insurance for the Stoke Denton operation; and
(7) any other cause allowed under the City of Denton’s Standard Terms and Conditions
in Exhibit D. Termination of the Contract will result in termination of the Sublease.
In the event of termination of the Contract, Contractor shall leave Stoke Denton, return
all of Stoke Denton property to the City and leave Stoke Denton in its original condition
except for any capital improvements completed shall remain on the property."
The Parties hereto agree, that except as specifically provided for by this Second Extension,
that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of
the Parties set forth in the Agreement remain in full force and effect.
By executing this Second Extension below in conformance with Sec. 2270.001 of the Texas
Government Code, the Contractor verifies that the Contractor: (1) does not boycott Israel currently;
and (2) will not boycott Israel during the term of this Contract with the City of Denton. The
Contractor further certifies that the Contractor does not and will not engage in business with Iran,
Sudan, or a Foreign Terrorist Organization as defined under Section 2252.151 of the Texas
Government Code, and is not listed on the website of the Comptroller of the State of Texas
concerning the listing of companies for that purpose. Contractor further certifies that should it
enter into a contract that is on said listing of companies which do business with Iran, Sudan or any
Foreign Terrorist Organization, it will immediately notify the City of Denton.
6571 – Stoke Denton – Second Contract Extension and Amendment 2
DocuSign Envelope ID: A5E25FE9-AEB04059-A45A-OOFDID05F640
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
––- This space left blank intentionally
6571 – Stoke Denton – Second Contract Extension and Amendment
DocuSign Envelope ID: A5E25FE9-AEB04059-A45A-00FDID05F640
CONTRACTOR
HICKORY & RAIL VENTURES, LLC
Marshall Culpepper, Managing Member
2145006076
PHONE NUMBER
mcu@hey . com
EMAIL ADDRESS
CIT Y OF DENTON, T
E
BY:
CITY MANAGER
ATTEST:
ROSA RiOS, CITY SECRETARY
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED as to
financial and operational obligations and
BY:kr,/business terms
/'/? /Jess1 ca Rogers
PRINTED NAME
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
Di rector of Economic Development
TITLE
DocuSlgrHd byE
1 AA,& BaNal
'7F9D328BF0204E5
Econom1 c Development
BY:DEPARTMENT
6571 – Stoke Denton – Second Contract Extension and Amendment
DocuSign Envelope ID: A5E25FE9-AEB04059-A45A-00FDID05F640
Exhibit A
SUBLEASE SECOND EXTENSION AND AMENDMENT
THIS SUBLEASE SECOND EXTENSION AND AMENDMENT (“Second Extended
Sublease”) to that certain sublease by and between Hickory & Rail Ventures, LLC, and the City
of Denton, Texas, entered into on November 14, 2017 (the “Original Sublease”), and amended by
the Sublease Extension and Amendment entered into on November 13, 2018 (“First Extended
Sublease”) (collectively, the Original Sublease and the First Extended Sublease are the
“Sublease”), is made and entered into this date OLM,)e( a ,aDIP, by and between
Hickory & Rail Ventures, LLC, a limited liability company, whose address is 608 E. Hickory St.,
Suite 128, Denton, TX 76205, by and through its authorized agent, Marshall Culpepper, hereinafter
referred to as ’'Sublessee," and the City of Denton, Texas, a home rule municipal corporation,
hereinafter referred to as "Sublessor" to be effective upon approval of the Denton City Council
and subsequent execution of this Second Extended Sublease by the Denton City Manager or his
duly authorized designee.
RECITALS :
WHEREAS, Sublessor and Sublessee are parties to the Sublease with a commencement
date of December 1, 2017; and
WHEREAS, the term of the Sublease will expire on June 30, 2021; and
WHEREAS, Sublessor and Sublessee desire to extend the term of the Sublease until June
30, 2021, and to agree upon certain other terms and conditions relative to the Sublease;
NOW, THEREFORE, Sublessor and Sublessee (hereafter collectively referred to as the
"Parties"), in consideration of their mutual promises and covenants, as well as for other good and
valuable considerations, do hereby agree to the following Second Extended Sublease, which
extends the term of the Sublease and amends the terms and conditions of the Sublease, to wit:
1.Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to
such terms in the Sublease. The Sublease is hereby extended until June 30, 2021.
Sublessee shall pay the Base Rent to Sublessor in accordance with the terms of the
Second Extension Term program costs indicated in the Management Agreement and as
reflected in Subsection D.3 of the Sublease. By execution of this Second Extended
Sublease, the Parties agree that sufficient written notice to extend the Sublease was
provided to City in accordance with the terms of the Sublease.
The Parties hereto agree, that except as specifically provided for by this Second Extended
Sublease, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and
obligations of the Parties set forth in the Agreement remain in full force and effect.
––- This space left blank intentionally –-–
6571 – Stoke Denton – Second Contract Extension and Amendment
DocuSign Envelope ID: A5E25FE9-AEB04059-A45A-OOFDID05F640
Sublessor:
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED as to
financial and operational obligations and
home-rule municipal
by
Isslea b)ItA
SIGMXTtr
TITLE
Jess1 ca Rogers
PRINTED NAME Date of Execution: 10l29 III)to
Di rector of Economic Development
Economi c Development
DEPARTMENT Approved as to form:
AapnL$dAy Attorney
}ANCL pdhqRhl
Sublessee:
Hickory & Rail Ventures, LLC, a Texas limited
li%UMys£aw)any
AMrdLaLL o,if,{pMmmH
Date of Execution: 10/21/2020
Consent of Landlord
Landlord consents to this sublease by Sublessor to
Sublessee.
Landlord :
Rail Yard Partners, Ltd., a Texas limited
partbed!!eNd W
&ah/&hA&arhh&
Brandomai;IIr
Holdings, LLC, a Texas limited liability company,
and general partner of Rail Yard Partners, Ltd.
Date of Execution: 10/21/2020
6571 – Stoke Denton – Second Contract Extension and Amendment 6
DocuSign Envelope ID: A5E25FE9-AEB04059-A45A-00FDID05F640
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1.
2
3
4
5
6.
Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf info form 1295.htm
Register utilizing the tutorial provided by the State
Print a copy of the completed Form 1295
Enter the Certificate Number on page 2 of this contract.
Sign and notarize the Form 1295
Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
6571 – Stoke Denton – Second Contract Extension and Amendment
„§#.i
Bse cue 6 b
Doc
Certificate Of Completion
Envelope Id: A5E25FE9AEBC)4059A45A00FDID05F640
Subject: Please DocuSign: 6571- Stoke Second Amendment 10.16.20.pdf
Source Envelope
Document Pages: 7
Certificate Pages: 5
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Status: Completed
Signatures: 7
Initials: 0
Envelope Originator:
Christine Taylor
901 B Texas Street
Denton, TX 76209
christine'taylor@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
10/21/2020 2:34:58 PM
Holder: Christine Taylor
christine.taylor@cityofdenton.com
Location: DocuSign
Signer Events
Jessica Rogers
jessica .rogers@cityofdenton.com
Director of Economic Development
Security Level: Email, Account Authentication
(None)
Signature Timestamp
Sent: 10/21/2020 2:43:18 PM
Viewed : 10/21/2020 2:48:57 PM
Signed: 10/21/2020 2:49:31 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:
Accepted : 10/21/2020 2:48:57 PM
ID: 6b210917-f439-4d26-85a8-8e8ad78103eO
Brandon Martino
bmartino@orisonholdings.com
Managing Member
Security Level: Email, Account Authentication
(None)
'DocuSign.d br
I #NdaLALarhhd
'B8F74D7DI 148484.
Sent: 10/21/2020 2:49:33 PM
Viewed: 10/21/2020 2:50:48 PM
Signed: 10/21/2020 2:50:59 PM
Signature Adoption: Pre-selected Style
Using IP Address: 173.74,201 .212
Electronic Record and Signature Disclosure:
Accepted: 10/21/2020 2:50:48 PM
ID: 3ab7d6f2-42c8-49b0-9d57-5dOb02bOa489
Marshall Culpepper
mcu@hey.com
Security Level: Email, Account Authentication
(None)
DocuSigrHd by:
i hAnk,Ita,@Al 7D3475CES24FF
Sent: 10/21/2020 2:51 :01 PM
Viewed : 10/21/2020 3:22:37 PM
Signed: 10/21/2020 3:23:10 PM
Signature Adoption: Pre-selected Style
Using IP Address: 47.184.70.166
Electronic Record and Signature Disclosure:
Accepted: 10/21/2020 3:22:37 PM
ID: 996acfe0-254c-4870-a3ae-caf93e7702ee
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
'DocuSi8Ded br
I }Ad &r,HMI
,7F903288F0204E5.
Sent: 10/21/2020 3:23:12 PM
Viewed : 10/21/2020 4:04:34 PM
Signed: 10/21/2020 4:05:14 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Electronic Record and Signature
Signature
Status
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Hashed/Encrypted
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Timestamp
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Timestamp
Timestamp
Timestamps
10/21/2020 3:23:12 PM
10/21/2020 4:04:34 PM
10/21/2020 4:05:14 PM
10/21/2020 4:05:14 PM
Timestamps
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Jessica Rogers, Brandon Martino, Marshall Culpepper
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