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21-404
ORDINANCE NO. 21-404 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE INTERIM CITY MANAGER OR HER DESIGNEE TO EXECUTE AN INTERLOCAL AGREEMENT WITH THE DENTON INDEPENDENT SCHOOL DISTRICT FOR THE USE OF APPROXnvIATELY 10,000 SQUARE FEET OF STORAGE SPACE IN THAT CERTAIN CITY WAREHOUSE LOCATED AT 651 S. MAYHELL ROAD; AND PROVEDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (“City”) owns property located at 651 S. Mayhill Road, Denton, Texas (the “Property”); and WHEREAS, the Denton Independent School District (“DISD”) desires to use approximately 10,000 square feet of storage space in the City’s warehouse on the Property to store materials, supplies, furniture, fixtures and equipment removed from schools requiring repair following the recent winter storm event; and WHEREAS, the City Council finds it is in the interest of the citizens of Denton to permit DISD’s use of the warehouse space, at the fair market value for such use, pursuant to the terms and conditions of an Interlocal Agreement; 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 as true and as if fully set forth in the body of this Ordinance. SECTION 2. The Interim City Manager, or her designee, is hereby authorized to execute on behalf of the City an Interlocal Agreement with DISD substantially in the form attached hereto as Exhibit A (the “Agreement”). SECTION 3. The Interim City Manager, or her designee, is further authorized to carTy out all duties and obligations to be performed by the City under the Agreement. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. Th, m,ti,„ t, ,PP„„, thi, O,di„,.„ w„ m,d, by =ML% and seconded by (?or\{\\ e_ BQ hug . The ordinance was passed and approved by the following vote M - O]: Gerard Hudspeth, Mayor: Birdia Johnson, District 1 : Connie Baker. District 2: Jesse Davis, District 3 : John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Ayevr ,/ V/ Nay Abstain Absent I / / 7 PASSED AND APPROVED this the 2 d day of rn(MLb . 2021 aN ATTEST: ROSA RIOS, CITY SECRETARY 289/?_ _a<!;oJ A\\Ill BIll& F DE APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY '“: [Xx:uSigl Envebpe ID: 5A572DC38E41479tbA99b597t)+948/UC€) iNrERLOCAL AGREEMENT FOR FACUITIES USE LICENSE This Intulocal Agnmmt for Facilities Use License (“Agreemmt’) is made by and bdwem the City ofDmton, a Texas home-rule municipality (the “City”), and the Denton Indepmdent School District (the “Denton iSDn). The City and Denkin ISD are collectively referred to hweaftn as the 'Parties” or individually as a “Parly”. RECrrA TS: WHEREAS, the Denton ISD isaunit of government established under the laws of the State of Texas for the purpose of itnplementing the state’s system of public edumtion and ensuring student performance in accordance with the Texas Education Code; and WHEREAS, Denton ISD must repair schools that sustained damage ciwing the recent winter sUm event; and WHEREAS, Denton ISD has requested to use approxinutely 10,o(X) square feet of warehouse space in Cityowned property at 651 South Mayhill Road, Denton, Texas to store materials, supplies, fumiture, 6xtwes and equipment removed from schools in need of repair; and WHEREAS, the Council of the City of Denton approved_C>nlinanw 21J+04 on Much 2, 2021, authorizing the Intwim City Managn or her designee to execute an Intulocal AgIeemmt with Denton ISD for the use of the request warehouse space at 651 South Mayhill Road; NOW THEREFORE, in considaation of the mutual covarants and agmemmhneinafter set forth and othu good and valuable considaation, the suMcimcy and receipt of which is hereby acknowledged, the Parties agree as follows: Article 1 Grant of License 1.1 The City gmats to Denton ISD a non-exclwive and wvocable license to use the space described below in accordance with the terms and conditions of this Agreenrent for the storage of its materials, supplies, furniture, 6xtures and equipment temporarily removed &om schools during the repah of damage sustained during the recmt winter storm event (the “Use”) and for no other use or purpose. Denton ISD shall not change the function or activity dwaibed herein without a written amendment to this Agreement signed by the City and Denton ISD. Interlocal Agreement for FaciHtles Use IIcense Page 1 of 9 DocuS©n Envelope ID: 5A572DC&8E41479DA99$597D494BA8CO ArtIcle II LIcensed Space 2.1 The licmse grarted herein covas approximately 10,0(Xi square feet of warehouse space in ne building located at 651 South May1all Road, Denton, Texas comprised of the two areas depicted h blue and labeled ':DISD Proposed Storage Space” on the diagram attached hereto as Attachment I (the “Licensed Space’). Should Denton ISD determine that it requires less than 10,(X)0 square feet ofw@ehouse space, Denton ISD may request in writing that the City decrease the Licensed Space to either the approximately 4,000 square feet area or 6,000 square feet area depicted in blue on Attachmwt I for the remainder of the term of this Agreement. 2.2 This is not a rm1 estate lease. The Liomsed Space will remain in the City’s sole and exclusive possession and oontrol at all times. Denton ISD npresmts to the City that Denton ISD does not consider this AgnemaH a lease. In the event the law affords Denton ISD any of the remedies or protections available to a tenant notwithstanding this Section, Denton ISD waives those remedies and protections to the maximum extent permitted by applicable law. Denton ISD has a license that is pnsonal to Denton ISD to use the Licensed Space on a fully nvocable basis subject to this Agreement. 2.3 This Agreement does not entitle Denton ISD or Denton ISD’s o8icers, ernployees, agents, contractors, or invitees to occupy, enter or use any area, facility, or equipment not included within the above description of the Licensed Space otha than the followblg which may be used in common with City and other liwnsee% tenants and invitees at the premises at 651 South Maybill Road, Denton, Texas: the ':Drive Aisle” depicted in grew on Attachment 1, the “Truck Door and MandooI” labeled at one end of the 'SDrive Aisle” on Attachment 1, and those common ueas, common faciUtia, and common equipment located generally at or within the premises at 651 South Mayhill Road, Denton, Texas (collectively, the “Common Areas”). 2.4 in parIitting the use of the Licmsed Space, the City speciacally retains the right to enforce any and all laws, rules, ordinances and regulations applicable to the Licensed Space, and wpnsentatives of the City may enter any portion of the Licensed Space at any time and on any occasion without any res aictions. ArtIcle III Term and Cancellation 3.1 The term of this Agreement shall be for one year, effective upon the 'Beective Date”, hueafter defined, and expiring on March 1, 2022, unless sooner cancelled as provided huein 3.2 This Agrwment may be cancelled without cause upon thirty days’ prior wHttar notice givmby eHhnPaHybdnothnPany. FurttIa, this Ageaneri mwtnancelledfor @use upon ttreissumceofwrittur notice by aPartyifthe other Party breach® any of the terms or conditions of this Agnaneat and such breach is not cured within thirty (30) days after its receipt of written notice of the breach. Mrlacal Agreement for FaclUdu Use LIcense Page 2 of 9 DowSg1 Envelope ID: 5A572D®8E41479DA99&597D494BA8CQ 3.3 Upon the expiration or earlier cancellation of this Agreement, Denton ISD shall promptly remove all of its materials, supplies, furniture, fixtures, equipment and any ottra of its property from the Licensed Space, and shall leave the Licensed Space in a clean and orderly condition. In addition, Denton ISD shall return to the City any keys or access codes provided to it for accessing the Licensed Space or any Common Areas. ArtIcle IV License Fee and Payments 4.1 Denton ISD agrees to pay City $5,833.33 per month, calculated at an annual rate of $7.(X) per square foot as consideration for Denton ISD’s Use of the 10,000 square feet of Licensed Space (the “License Fee”). If the Agreement begins after the nnt day of the month, the first month’s License Fee shall be prorated based on the days remaining in the month in which the Agreement was signed. Thereafter, the License Fee will be the amount for a full month. 4.2 if pursuart to Section 2.1, Denton ISD requests that the amount of the Licensed Space be decreased to eialu approximately 4,000 square feet or 6,000 square feet, Denton ISD agrees to pay City an adjusted License Fee calculated based on the square footage of the reduced Licmsed Space at an annual rate of $7.00 per square foot. Ifthe demease in Licensed Space occurs on any day of the month ottlu than the Bmt day of the month, the amount of the License Fee shall be prorated for the number of days in the month prior to the date of the decrease and the number of days in the month from and aBu the date of the deuease. ThueaRm, the License Fee charged will be for a full month at the adjusted amount pu month. 4.3 The License Fee shall be paid to the City on or before the first day of the month for which the License Fee nlatw. Paymeat shall be made by check sent to the City of Denton, Accounts Receivable, 215 E. McKinney Street, Denton, Texas 76201, with the notation “Int£rlocal Agreement for Facilities Use License with Denton ISIY’, unless the Parties agree in writing to payment by medit card or electronic transfn of funds. Afticle V Utilities 5.1 The City shall fUrnish usual and customary heating, lighting, electricity and air conditioning for the License Space, and the charge for such utilities shall be deemed included in the License Fee. Article VI Care and Maintenance of License Space 6.1 Denton ISD shall take good care of the Licensed Space and all property located thereon and shall leave the Licmsed Space clean and orderly after use. Denton ISD shall not obstruct the Common Areas or prevent the use of Common Areas by others permitted to do so. Denton ISD shall not permit refuse or any of its property or the property of its officers, employees, interloca} Agreement for FaciHdes Use LIcense Page 3 of 9 [XxiuSig1 En%bp ID: 5A572D(}34E41479E>A99$697C>494BA8(>0 agmts, contractors, or invitees to be lee in any of the Common Areas. Denton ISD shall be liable for the cost of any repairs, rwtoration3 or nplacemarts to the Licensed Space, the Common Areas or City’s property nwessitated by Denton ISD’s use or the use by Denton ISD’s oHlcers, employees, agents, contractors, or invitees, and Denton ISD slull nhnbwse City for all such costs within three days after delivery of an invoice therefor. 6.2 Space. The City shall provide routine and customary maintenance for the Licensed Article VII Restrictions 7.1 Denton ISD’s use of the Licensed Space graII be in accordance with City ordinances and regulations. 7.2 Appropriate standards of dress and behavior will be observed at all times in the Licensed Spam. 7.3 All minors (children under the age of 18) shall be under the care and supervision of an adult at all times while in the Lioeased Space. 7.4 All activities in the Licensed Space shall be conducted so as not to endanger any person or damage any property therein. 7.5 All aisles, corridors, passagw, vestibules, elevators, stairways, vehicle and equipment doors, and man doors shall tn kept free and clear of obstructions and shall not be used other than for ingress and egress. 7.6 No alterations shall be made to the Licensed Space. 7.7 No &smoking or use of tobacco products of any kind is allowed in or around the Licensed Space or the surrounding pnaises. 7.8 No aniInals (except service animals) are allowed in or around the Licensed Space or the 8unounding premises. 7,9 No signs, messages, or cam materials may be posted, displayed, distributed, or announced in, on or adjacent to, the Licensed Space or surrounding pranises without pda written approval of the City. 7.10 Any articles, exhibits, fixtwes, materials, or displays of Denton ISD that have been previously @proved by the City shall be brought bto or taken out of the Licmsed Spam only at such entrances as may be d@ignated by the City. InterlocaI Agreement for FacIIIties Use Licease Page 4 of 9 DQauSip EnvQk>pe ID: 5A572Dah8E41479DA995-597D494BA8CO Article VIII Force MaJeure 8.1 The City may cancel or temporarily suspend the performance of any part of this Agreement without advance notice upon the occurrence of conditions or uses that make performance not feasible, including without lirnitation, acts or omissions of government or military authority, acts of God, eras, floods, riots, wars, tarorist acts, or the requisitioaing of the Lioensed Space by any governmental agency ('tForce Majewe’). In the case of a Force Majewe, this Agreement shall terrninale, and no fee refund shall be made. Denton ISD hereby waives any claims for damages or compensation it may have against City should this Agwemmt be so terrniaated. ArtIcle IX Assumption of Risk 9.1 Denton ISD assumes the risk of any loss or damage to its property or the property of any person or entity authorized by it to be in the Licarsed Space. The City and its o£ncen, employees, and agarts shall not be responsible or liable for any loss of, or damage to, property while in the Licensed Space regardIng of how the loss or damage is sustained. Dmton ISD is advised to obtain its own insurance coverage to cover such a loss. Article X No Bailment; Removal of Property; Abandoned Property 10.1 in the receipt, hmdling, care, or custody of property of any kind shipped or otherwise delivered to the Licensed Space by or for Denton ISD, the City shall act solely for the accommodation of Denton ISD and neithn the City nor any of its officers, employees or agents shall be abailee or liable for any loss, damage, or injury to such property. 10.2 if Denton ISD fails, neglects, or refuses to remove its personal property eom the Licalsed Space prior to the expiration or cancellation of the term of this Agreement, such property shaH be deemed abandoned and the City shall have the right to move, place in storage, orothwwise dispose of any such property at the sole cost and expense of Denton ISD. Denton ISD irrevocably consdtutw 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. ArtIcle XI Miscellaneous ProvisIons 11.1 Entire Agreement This Agremrmt constitutes the sole and only agrwment between th Partiw, and supersedes any prior understandings written or oral agr@ments between the Partia, with respect to this subject matta. 11.2 Assignment. Denton ISD may not assign this Agreement in whole or in part without the prior written consent of the City. Interlocal Agrument for FacUlties Use License Page 5 of 9 11.3 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the Parties to it and their respective successors and assigns. 11.4 Governing Law; Venue. The laws of the State of Texas shall govern this Agreement; and venue for any action concerning this Agreement shall be in a state court of competent jurisdiction in Denton County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said Court. 11.5 Amendments; Waivers. This Agreement may be amended only by the mutual written agreement of the Parties. No waiver of any provision hereof shall be effective unless in writing and signed by the Parties. No such waiver shall constitute a waiver of the same provision on a subsequent occasion nor of any other provision of this Agreement. 11.6 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. 11.7 Independent Contractor. It is understood and agreed that the Parties are independent contractors in the performance of their obligations under this Agreement, and nothing herein is intendeds or may be construed to make either Party the employee, agent, partner or representative of the other. Denton ISD in satisfying the conditions of this Agreement, is acting independently, and the City assumes no responsibility or liabilities to any third party in connection with the actions of Denton ISD. 11.8 Notices. Any notice required or permitted to be delivered hereunder may be sent by email, first class mail or overnight courier to the address specified below, or to such other party or address as either Party may designate in writing, and shall be deemed received on the earlier of actual receipt or three (3) days after delivery as set forth herein: If intended for City, to: Sara Hensley, Interim City Manager City of Denton 215 E. McKinney Denton, TX 76201 Sara.Hensley@cityofdenton.com If intended for Denton ISD: Dr. Jamie Wilson, Superintendent of Schools Denton Independent School District 1307 N. Locust Denton, TX 76201 j wilson@dentonisd.org Interlocal Agreement for Facilities Use License Page 6 of 9 DocuSbn Enwk>pe ID: 5A572DCbBE41+791>A99$597£H94BA8CO 11.9 GotuBuE®. This Agreement may be executed by the Parties hereto in separate counterparts, each of which whm so executed and delivered shall be m original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist ofany number of coda hereof each signed by less than all, but togetha signed by allofthe Parties hereto 11.10 Recitals and Attachments. The recitals and attachments hmeto are incorporated herein and made a part hereof for all purposes. 11.11 Swvival of Covenants. Any of the representations, warranties, covenants, and obligatims of the Partia, as well as any rights and benefits of the Partiw, pertaining to a period of time following the termination of this Agreement shall survive tankration 11.12 Titjeg. The section and article titles hmein are for convmieace only and do not define, limit, or construe the contents of such sections or articles. 11.13 Governmental Immunity. Nothing in this Agreement will be construed as a waiver or nlinQishment by either Party of its right to claim such exemptions, privileges, and immunities to which it is entitled as may be provided by law. SIGNED AND AGREED as of ais a day of a_, 2021 (dIe “Effective Date’). CIFY OF DENTON I :er ATTEST: ROSA RIOS, CITY SECRETARY b\\\\\\ItIIIIDEOF al \ + qi Interlocal Agreement for FaciIIties Use LIcense Page 7 of 9 DcwSlgn &rwlape ID: 5A572[X3:W4147WA99&597D494BA8C0 BOTH REVIEWED AND APPROVED as to financIal and operatIonal Slgnat&&Deputy [H rector TItle Rea1 Estate : : rea :: :Ie:: 3 / 6 / 2 0 2 1 APPROVED AS TO LEGAL FORM: AARON LEAL, aTY ATTORNEY By:'/Mal DENTON INDEPENDENT SCHOOL DISTRICT Interloul Agreement for F8eIHttes the LIMe Page 8 of 9 DoaJSIgn Enwk}po ID: 5A572DCS8E41479DA99&587D494BA8CO ATrAC}MENr I LiaBNSED SPACE HIHWhHRo•d aIBdbtOFbuPIHI80.000 SF interlocd Agreement for FacIBda UseLleenge Page 9 of 9