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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 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Payment Events Electronic Record and Signature Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Status Disclosure Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp 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 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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