20-928FILE REFERENCE FORM
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Approving the Building Lease Agreement – Ordinance 2016-031
First Amendment to Agreement – Ordinance 20-928
Date Initials
02/02/16 JR
05/05/20 JR
ORDINANCE NO.20-928
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, APPROVING FIRST AMENDMENT TO LEASE BETWEEN THE CITY
AND 4SR MULBERRY, LLC, A TEXAS LIMITED LIABILITY COMPANY, RELATED TO
A BUILDING LEASE AGREEMENT FOR PROPERTIES LOCATED AT 215 W. HICKORY
ST. AND 216 W. MULBERRY ST., DENTON, TEXAS; PROVIDING AUTHORITY FOR THE
CITY MANAGER TO EXECUTE THE AMENDMENT; AND, PROVIDING AN EFFECTIVE
DATE
WHEREAS, on February 10, 2016, the City executed a Building Lease Agreement
(“Lease”) with 4SR Mulberry, LLC, for the properties located at 215 W. Hickory St. and 216 W.
Mulberry St., Denton, Texas (Ordinance No. 2016-03 1);
WHEREAS, the Lease commenced on July 1, 2016 and had a term of 84 months; and
WHEREAS, the COVID-19 pandemic has required the City to immediately reduce
expenditures due to the substantial loss of revenues as a direct result of the pandemic; and
WHEREAS, as part of the City’s budget reduction strategy, the City desires to terminate
the Lease on August 3 1, 2020; and
WHEREAS, 4SR has agreed to amend the Lease and change the termination date to August
31, 2020 and change the term to 50 months; and
WHEREAS, The National Bank of Texas at Fort Worth, a national bank, 4SR’s lender, has
consented to the amendment of the Lease; and
WHEREAS, the City Council finds that it is in the best interest of the public to amend the
Lease as set forth herein; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON, TEXAS ORDAINS:
SECTION 1. The recitals and findings contained in the preamble of this ordinance are
incorporated into the body of this ordinance.
SECTION 2. The City Manager, or his designee, is authorized to execute, on behalf of
the City of Denton, the First Amendment to Lease attached hereto as Exhibit “A“ and incorporated
herein
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
*..„„T:;'“kE72Z;JE;$'~’”-"': =f=1=:: „:Y%ed<„Y£ro„ed b, I:following vote [ +7- a ]:
Aye Nay Abstain Absent
Mayor Chris Watts:
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:
1/-7-
PASSED AND APPROVED this the gM day
fAQ/
CHRIS WATTS, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
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a
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
EXHIBIT “A“
FIRST AMENDMENT TO LEASE
This FIRST AiMENDIWENT TO LEASE (this “Amendment”) is between 4SR
MULBERRY, LLC, a Texas limited habitity company (“Landlord”), and the CITY OF
DEIWTC)N, a horne-rule municipal corporaion (“Tenant”).
Preliminary Statements:
The following Preliminary Statements are a material part of this Amendment:
A. Landlord and Tenant entered into a Building Lease Agreement (“Lease”) effective
February 10, 2016 (City of Denton Ordinance No. 2016-03 i signed February 2, 2016), wherein
Tenant leased from Landlord the (a) building located at 215 W. Hickory St., (b) the buiidiag
located at 2 16 W. Mulberry St., and (c) and any improvements and parking lots associated with
each building, with all being situated in Denton, Denton County, Texas, and more particularly
described in Exhibit "A" to the Lease (“Premises”).
B. Tenant is taking emergency actions to reduce expenditures due to the substantial
loss of revenues as a direct result of the COViD- 19 pandemic, and Tenant desires to terminate the
Lease as part of the City of Denton’s budget reduction strategies in response to the COVID-19
pandemic.
C. Landlord and Tenant have agreed to amend the terms of the Lease upon the terms
and conditions set forth in this Amendment.
D. Landlord’s mortgagee, The National Bank of Texas at Fort Worth, a national bank,
consents to this Amendment.
Agreements :
NOW, THEREFORE, for and in consideration of the covenants and premises contained
in this Amendment, and for other good and valuable consideration, the weeipt and sufficiency of
which are &cknowiedged by Landlord and Tenant, Landiord and Tenant agree as follows:
I . Term of Lease. The “Term” under the Lease is amended to be 50 months and the
“Tennination Date“ under the Lease is amended to be August 3 i, 2020.
2. Lenant ShaH Not Exercise Its Unilateral Rights to Terminate the Lease. Tenant shaH
not exercise its rights to unilaterally terminate the Lease as allowed under paragraph D.36. (Early
Temrination) or paragraph D.37 (Funding and Non- Appropriation) under the Lease.
3. No Option to Extend. Paragraph D.19 (Extension Option) is deleted and of no
further force or effect.
4. Releases
(a) Tenant realises, releases, acquits and forever discharges Landlord and
Landlord's mernbers, managers, employees, agents, attorneys, representatives, successors and y)First Amendment to Lease (2 15 W, Hickory / City of Denton}I Error: UnkIU)\yn docgment property name.
assigns from any and all claims, actions, causes of action, damages, debts, accounts, reckonings,
demands, and Habihties of any nature whatsoever, whether at law or in equity, which Tenant now
has or may have by reason of any matter, cause or thing arising under the Lease and this
Amendment from the beginning of the world to and including the date of this Amendment. In no
event shaH Landlord be liable to Tenant for any consequential, punitive, special or extraordinary
damages or the like arising from any default, breach, act or omission occurring on the part of
Landlord under or in connection with this Lease,
(b) Landlord realises, releases, acquits and forever discharges Tenant and its
elected officials, officers, directors, managers, employees, representatives, servants and agents and
all persons acting by, through, under, or in concert with Tenant, both personally and as its agents,
from any and an claims, actions, causes of action, damages, debts, accounts, reckonings, demands,
and !iabihdes of any nature whatsoever, whether at law or in equity, which Landlord now has or
may have by reason of any matter, cause or thing arising under the Lease and this Amendment
from the beginning of the world to and including the date of this Amendment, except for (i) any
damage, except for ordinary wear and tear, to the Premises, Personal Property or Leasehold
improvements, (ii) Tenant’s faihue to perform its maintenanee and repair obligations under the
Lease, and (iii) any violation by Tenant of paragraph D. 1 8 (Hazardous Materials) of the Lease. In
no event shall Tenant be liable to Landlord for any consequential, punitive, special or extraordinary
darnages or the like arising from any defau it, breach, act or ornission occurring on the part of
Tenant under or in connection with this Lease.
5. Representations and Warranties. Landlord and Tenant represent and warrant to
each other respectively that they have the requisi{e power and authority to enter into this
Amendment; that all necessary and appropriate approvals, authorizations and other steps have been
taken to effect the legality of this Amendment; that the signatories executing this Amendment on
behalf of Landlord and Tenant have been duly authorized and empowered to execute this
Amendment on behalf of Landlord and Tenant, respectively; and that this Amendment is valid and
shall be binding upon and enforceable against Landlord and Tenant and their respective successors
and assigns and shall inure to the benefit of Landlord and Tenant and their respective successors
and assigns.
6. Defined Terms. AN undefined capitalized terms in this Amendment shall have the
same meanings as in the l£ase, unless otherwise defined herein.
7. Ratification; Effect of Amendment. Except as specifically modified by this
Amendment, all the terms and conditions of the Lease remain in full force and effect, unmodi Hed
by this Amendment, and are ratified and confirmed by Landlord and Tenant. Notwithstanding the
foregoing, in the event there is any conflict between the terms and provisions of the Lease and this
Amendulent, the terms and provisions of this Amendment shall control.
8. Governing Law; Venue.
(a) This Amendment and its validity, enforcement, and interpretation shall be
governed by the laws of the state of Texas.
(b)Exclusive venue is agreed to be in Denton County, Texas.
4/FirM Amendment to Lease (2 1 5 \V. Hickory / eity of Denton}2 (Final Version – 05012020)
9. Binding Effect. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
10. Headings. The paragraph headings in this Amendment are for convenience only,
shall in no way define or limit the scope or content of this Amendment and shaH not be considered
in any construction or interpretation of this Amendment or any part hereof
II . Entire Agreement. The Lease, as rno<$ned by thi$ Amendment. contains the entire
agreement between the parties with respect to the subject maHa hereof, and no promise,
representation, warranty, or covenant not included in this Amendment has been or is relied upon
by either party.
12. Counterparts. This Anrendment may be executed in one (1) or more counterparts,
all of which will be considered one and the same Amendment and win become effective when one
( 1) or iuore counterparts have been signed by each of the parties and delivered to the other parties,
regardless of whether an the parties have executed the same counterpart, and each of which will
be deemed an original for all purposes of this Amendment. Counterparts may be delivered via
facsimile or electronic mail (including .pdf) or other transmission method and any counterparts so
delivered shall be deemed to have been duly and validly delivered and be vaiid and effective for
all purposes.
13 Effective Date, This Amendnrent is effective when executed by the Tenant.
[Sigaatums on following page]
First Amendment to Lease (2 15 W. Hickory / City of Denton)3 (Final Version – 05012020)
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendrnent as
indicated below.
LANDLORD:
4SR MULBERRY, LLC,
a Texas limited liability company
Billy D. Stevens, Jr., Managing Member
Signed on the lst day of May , 2020.
By:LLTK Realty, LLC, Managing Member
/7/O4,P
Lawrence S. Mozdzyn, Manager
Signed on the lst day of May
By:.
J 2020
First Amendment to Lease (2 iS \V. Hickory / City of Denton)4 (Final Version – 05012020)
WT:
wrY OF DENTON,
aTocas lxrlno-rule mmicipal
A\III IIII/
Sigled onthe3# d,y
Approved as to fun:
of 2020
111
q,/FbvtAanrrdnvnt b Lun (215 W. Hiokxy ICRI of lhIlton)5 (Final Version – 051112020)
Acknowledgement of Landlord’s Mortgagee:
By executing this Amendment, the undersigned mortgagee
hereby consents to Landlord and Tenant entering into this
agreement.
THE NATIONAL BANK OF TEXAS AT FORT
WORTH, A NATIONAL BANK
By:
Signature
L&: £):„QQKLq
Printed Name
C:eu
Title
ISr
Signed on the 1 day of bY J 2020.
First Ameadmult to Leasc (2 1 S W. Hickory / City of Denton)6 (Final Version – 05012020)