21-1293ORDINANCE NO. 21-1293
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORizn{G THE CITY MANAGER TO EXECUTE WITH OUR
DAffY BREAD, INC. A TERMINATION AGREEMENT PROVIDING FOR THE
TERMRqATION OF THE LEASE FOR 300 S. WOODROW LANE, AND THE EXTENSION
AND TERMHqATION OF THE AGREEMENT FOR ENHANCED SHELTER SERVICES
PROVIDED AT SUCH LEASED PROPERTY; PROVIDING FOR THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton (the “City”) recognizes a need to help individuals who
are homeless, at risk of homelessness, or experiencing chronic homelessness, each as defined by
the Department of Housing and Urban Development (24 CFR 91.5) and in the McKinney-Vento
Homeless Assistance Act, as amended, (42 U.S.C. 11371 et seq.), and to address barriers to
housing stability and challenges such as income, food insecurity, transportation, chronic illness,
disability, addiction, or mental illness; and
WHEREAS, the City leased to the Monsignor King Outreach Center (“MKOC”) a City-
owned property located at 300 S. Woodrow Lane, Denton, TX (the “Leased Property”) pursuant
to that certain Lease Agreement dated as of October 15, 2015 for a term ending October 29,
2025, which lease was subsequently assigned to Our Daily Bread, Inc., (“Organization”), the
successor to MKOC (the “Lease”); and
WHEREAS, the City and MKOC entered into that certain Agreement dated as of October
1, 2019 pursuant to which Organization provides certain enhanced shelter services from the
Leased Property and the City provides funding in the not to exceed amount of Four Hundred
Thousand Dollars ($400,000.00) annually in support thereof, which Agreement’s term ends
September 1, 2021, subject to the City’s right to extend the term for three additional one-year
periods (the “Enhanced Shelter Agreement”); and
WHEREAS, the City purchased and will renovate a property located at 909 N. Loop 288,
Denton, Texas (the “Loop 288 Facility”) to be used to provide day services, emergency shelter
services, and other beneficial services for individuals experiencing, or at risk of experiencing,
homelessness (the “Services”); and
WHEREAS, the City and the Organization desire that the Organization relocate its
operations from the Leased Property to the Loop 288 Facility and, to that end, the City has
negotiated with the Organization a Management Services and Operating Agreement to manage
and operate the Loop 288 Facility to provide the Services (the “Loop 288 Agreement”); and
WHEREAS, the term of the Loop 288 Agreement will commence on the thirtieth (30th)
day after the Loop 288 Facility is issued a certificate of occupancy (the “Loop 288
Commencement Date”); and
WHEREAS, the City and Organization have negotiated a Termination Agreement,
attached hereto as Exhibit A and incorporated herein by reference, providing that the Lease
Agreement and the Enhanced Shelter Agreement will terminate on the Loop 288
Commencement Date (the “Termination Agreement”); and
Page 1
WHEREAS, the Termination Agreement further provides that, if the Loop 288
Commencement Date has not occurred on or before September 1, 2021, the term of the
Enhanced Shelter Agreement will be automatically extended until the Loop 288 Commencement
Date; and
WHEREAS, the City has determined that entering into the Termination Agreement
serves a municipal and public purpose, is in the public interest, and is of benefit to the citizens of
the City; NOW THEREFORE,
THE COUNCL 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 City Manager, or designee, is hereby authorized to execute the
Termination Agreement.
SECTION 3. The City Manager, or designee, is hereby authorized to expend funds as
provided for in the Termination Agreement, including funds as necessary to satisfy the City’s
obligations under the Enhanced Shelter Agreement if its term is extended to the Loop 288
Commencement Date, and to take any other actions as may be necessary or convenient, in the
reasonable opinion of either the City Manager or the City Attorney, to carry out the City’s rights
and obligations under the Termination Agreement.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this
seconded by FI,. loco\ BeCkthe following vote [7_ - a] :
was made by-lab e bc-yI S and
' The ordinance was passed and approved by
Aye
I
Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :Z
/Brian Beck, District 2:
Jesse Davis, District 3 :b/
J
J
r
Alison Maguire, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzu, At Large Place 6:
Page 2
PASSED AND APPROVED this the 'ZZf\: day of Tone–_, 2021.
GE HUDSpfN
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: Jb LOtItII IIII
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
1B!I> 111(r : 4/rY& C}
Page 3
EXHIBIT A
TERMINATION AGREEMENT
THIS TEWNATION AGREEMENT (the “Termination Agreement”), dated and
effective as of :nra ZZ ~ , 2021 (th, “Eff„ti,, D,t,”),
is made by and between the City of Denton, a Texas home-rule municipal corporation (the
“City”), and Our Daily Bread, Inc., a Texas non-profit corporation (the “Organization”)
that is the resulting entity of the merger of, and the successor to, the Monsignor King
Outreach Center and Our Daily Bread, Inc. The City and the Organization are individually
and collectively referred to in this Termination Agreement respectively as a “Party” or as
the “Parties”
BACKGROUND
A. The City owns certain land and improvements located at 300 S. Woodrow
Lane, Denton, Texas, as further described in Exhibit A (the “Property”).
B. Effective October 30, 2015, the City and the Monsignor King Outreach
Center, a predecessor of the Organization, entered into a lease for the Property that was
subsequently assigned to the Organization, that provided for the use of the Property as a
homeless shelter and offices related to social services to be provided to homeless individuals
for a term ending on October 29, 2025 (the “Lease”).
C. Effective October 1, 2019, the Monsignor King Outreach Center entered into
an agreement with the City for the performance of certain emergency shelter services from
the Property with overnight sleeping accommodations as a temporary shelter and designed
to offer homeless individuals and households the basic needs for shelter, hygiene, food and
meals, secure storage and supportive services and case management for a term ending
September 1, 2021, with the City’s right to extend the term of the agreement for three
additional one-year periods (the “Enhanced Shelter Agreement”).
D. The City owns a property, including a building and other improvements,
located at 909 North Loop 288, Denton, Texas that is suitable for use to provide day services,
emergency shelter services, and other beneficial services for individuals experiencing
homelessness that the City is planning to renovate or is renovating to make available for such
uses (the “Loop 288 Facility”).
E. The City and the Organization have entered into or will enter into that certain
Management Services and Operating Agreement pursuant to which the City will make
available the Loop 288 Facility plus certain funding, and the Organization will manage,
operate and provide services beneficial for individuals experiencing homelessness, including
day services, emergency shelter services, food services and other agreed upon services from
the Loop 288 Facility (the “Management and Operating Agreement”).
Termination Agreement (City and The Junction)Page 1 of 7
F. Upon substantial completion of the renovations for the Loop 288 Facility, the
City and the Organization desire that the Organization relocate its services from the Property
to the Loop 288 Facility and, once the Organization has relocated to the Loop 288 Facilities,
the Parties wish to terminate the Lease and the Enhanced Shelter Agreement in accordance
with the terms and conditions this Termination Agreement.
AGREEMENT
Now, therefore, for valuable consideration, the receipt and sufficiency of which are
acknowledged by the Parties, the Parties covenant and agree as follows:
1. RELOCATION TO LOOP 288 FACILITY. Upon the date the Loop 288
Facility is issued a certificate of occupancy, the Organization shall commence the
relocation of its services and operations from the Property to the Loop 288 Facility and
shall complete such relocation on or before the thirtieth (30th) day after the date the Loop
288 Facility is issued a certificate of occupancy. The City will provide the Organization
with written notice of the date the Loop 288 Facility is issued a certificate of occupancy.
2. TERMINATION OF LEASE. Subject to the provisions of this Termination
Agreement, the Lease shall terminate, and the rights and obligations of the Parties under
the Lease shall cease, except to the extent they specifically survive termination by the terms
of the Lease, effective at 11:59 pm local time on the thirtieth (30th) day after the date the
Loop 288 Facility is issued a certificate of occupancy (the “Termination Date”).
a. Waiver and Termination of Right to Reimbursement. In recognition
of the City’s provision of the Loop 288 Facility plus certain funding pursuant to the
Management and Operating Agreement and of the City’s capital investment in the Loop
288 Facility, the Organization hereby waives and agrees to terminate, without payment or
compensation of any kind, any and all rights that the Organization has, had or may have
had pursuant to Section 36 of the Lease to reimbursement for the value of any Approved
Tenant Improvements (as defined in the Lease), including any in-kind contributions or
services related to the Approved Tenant Improvements. The Organization acknowledges
and agrees that any such right to reimbursement shall be deemed to have terminated as of
the same date and time as the Lease, as provided herein.
b. Surrender of the Property. On or before the termination of the Lease
as provided herein, the Organization shall surrender the Property to the City in good order,
condition and repair, reasonable wear and tear excepted, and shall return to the City all keys
and any other means of access to the Property such as access cards. The Organization shall
remove from the Property, without damaging the Property, all of the Organization’s goods,
equipment, and personal property by no later than the effective date of the termination of
the Lease. If the Property suffers any damage in connection with such removal, the
Organization agrees to pay to the City the costs of repairing any such damage. the
Organization acknowledges and agrees that any of its goods, equipment or personal
property remaining on the Property after the termination of the Lease will be considered
Termination Agreement (City and The Junction)Page 2 of 7
abandoned and may be removed and stored or disposed of by the City in accordance with
Section 14 of the Lease.
3. EXTENSION AND TERMINATION OF ENHANCED SHELTER
AGREEMENT. The termination of the Enhanced Shelter Agreement shall occur on the
Termination Date. If the Termination Date has not occurred on or before September 1,
2021, the Parties agree that the term of the Enhanced Shelter Agreement will be
automatically extended until the Termination Date. The Parties acknowledge and agree
that the terms of the Enhanced Shelter Agreement and the Management and Operating
Agreement shall align so that the term of the Enhanced Shelter Agreement shall terminate
on one day and the term of the Management and Operating Agreement shall commence
on the next day, allowing no gap or overlap in time between the terms of the two
agreements. Upon the termination of the Enhanced Shelter Agreement, the rights and
obligations of the Parties under the Enhanced Shelter Agreement shall cease, except to the
extent they specifically survive termination pursuant to the provisions of the Enhanced
Shelter Agreement, including but not limited to those obligations in Section 7.G “Contract
Close Out” of the Enhanced Shelter Agreement.
4. REPRESENTATIONS
a. Power and Authority. The Organization assures and represents that
it possesses the legal authority and power, pursuant to any proper, appropriate, and official
action as may be necessary, to enter into this Termination Agreement. Further, the
Organization assures and represents that the person or persons signing and executing this
Termination Agreement on its behalf has or have been fully authorized by the
Organization to execute this Termination Agreement on behalf of the Organization and to
validly and legally bind the Organization to all terms, performances, and provisions setforth herein.
b. Status of Lease. The Organization assures and represents that it has
not sold, subleased, assigned, transferred or conveyed its leasehold estate under the Lease
as of the Effective Date of this Termination Agreement. The Organization agrees that it
will not sell, sublease, assign, transfer or convey its leasehold estate under the Lease prior
to the termination of the Lease in accordance with the terms of this Termination
Agreement.
5. No Actions. There are no actions, suits, litigation or proceedings in any
court or before any governmental authority pending, or to the Organization’s knowledge,
threatened affecting the Property or the right, power or authority of the Organization to
enter into and perform this Termination Agreement in accordance with its terms, or which
question the validity or enforceability of the Lease or this Termination Agreement. The
Organization shall promptly notify the City in writing if the Organization becomes aware
of any actual or threatened litigation or governmental proceeding which affects the Property
or any part thereof. The Organization will promptly provide the City with copies of all
written notices received by the Organization after the Effective Date which assert a violation
or material breach of laws, rules, regulations, covenants or permits applicable to the
Property
Termination Agreement (City and The Junction)Page 3 of 7
6. NOTICES. All notices, demands, consents, approvals and other
communications which are required or desired to be given by either Party to the Party under
this Termination Agreement shall be in writing and shall be hand delivered, sent by
overnight delivery service or sent by United States registered or certified mail, postage
prepaid, return receipt requested, addressed to the other at its addresses set forth below, or
at such other address as such Party shall have last designated by notice hereunder to the
other. Notices, demands, consents, approvals, and other communications shall be deemed
given when delivered or three (3) business days after mailing.
TO CITY:
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
TO ORGANIZATION :
Executive Director
Our Daily Bread
300 West Oak Street
Denton, TX 76201
w/ a copy to:
City Attorney
City of Denton
215 E. McKinney
Denton, Texas 76201
w/ a copy to:
President (or each Co-President)
Our Daily Bread
300 West Oak Street
Denton, Texas 76201
7. MISCELLANEOUS
a. Entire Agreement. This Termination Agreement and the Exhibit
A to this Termination Agreement constitute the final and complete agreement, and
supersede all prior correspondence, memoranda or agreements between the Parties
relating to the matters set forth herein. In the event of any conflict or inconsistency
between this Termination Agreement and the Lease or the Enhanced Shelter Agreement,
this Termination Agreement shall be controlling and shall be deemed to amend the Lease
and/or Enhanced Shelter Agreement, as applicable. This Termination Agreement cannot
be changed or modified other than by a written agreement executed by the Parties.
b. Successors Bound. Subject to the restrictions on assignment
contained in Section 4.b, the provisions of this Termination Agreement shall extend to,
bind and inure to the benefit of the Parties to this Termination Agreement and their
respective successors and assigns.
c. Assignment. Neither the Organization nor the City shall assign,
pledge or otherwise transfer this Termination Agreement without the prior written consent
of the other.
d. Governing Law and Venue. This Termination Agreement shall be
governed by and construed in accordance with the laws of Texas. The venue for any
action brought under this Termination Agreement shall be in Denton County, Texas.
Termination Agreement (City and The Junction) Page 4 of 7
e. Counterparts. This Termination Agreement may be executed in
more than one counterpart, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
[ Severability. If any term or provision of this Termination Agreement
shall, to any extent, be held invalid or unenforceable, the remaining terms and provisions
of this Termination Agreement shall not be affected thereby, but each remaining term and
provision shall be valid and enforced to the fullest extent permitted by law.
g. Captions. The captions of this Termination Agreement are
inserted solely for convenience of reference only and do not define, describe or limit
the scope or intent of this Termination Agreement or any term hereof.
h. Exhibits. All exhibits attached to this Termination Agreement are
hereby incorporated herein by reference and made a part hereof.
i. Construction. The Parties acknowledge that each Party and its
counsel have reviewed and participated in the negotiation of this Termination Agreement
and that the normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Termination
Agreement, including the exhibits or any amendments thereto, and the same shall be
construed neither for nor against the Organization or the City, but shall be given a
reasonable interpretation in accordance with the plain meaning of its terms and the intent
of the Parties. Whenever a provision of this Termination Agreement uses the words
"include," "including" or words of similar meaning, the words shall not be construed so as
to be limiting but shall be treated as illustrative.
j. Survival of Terms. The terms and provisions of this Termination
Agreement shall survive the termination of the Lease and the Enhanced Shelter Agreement
and shall remain in full force and effect thereafter.
k. No Partnership. Nothing contained in this Termination Agreement
or in any document or instrument executed in connection with this Termination Agreement
shall be construed as creating a partnership or joint venture between the Parties or cause
either Party to be responsible in any way for the debts or obligations of the other Party.
LSignature page follows1
Termination Agreement (City and The Junction)Page 5 of 7
IN WIWSS WHW)F this Termination Agreement has been executed on this the'?/Ini day of a)al , 2021.
crrY OF DENTON:OUR DAILY BREAD, INC.
BY:
INTERIM CITY MANAGER v TITLE
ATTEST:
ROSA RIOS, crrY SECRETARY
ATTEST:
a , IL)‘
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY
ATTORNEY
1\\1111111/
BY;hIghMy
THIS TERMINATION AGREEMENT HAS
BEEN BOTH REVIEWED AND
APPROVED
as to financial and operational
obligations and business terms
TerminatIon Agreement (City and The JunctioN Page 6 of 7
EXHIBIT A TO
TERMINATION AGREEMENT
Description of the Property
The two buildings (Building 1 – approximately 1,600 square feet; Building 2 – approximately
5,779 square feet) and parking facilities located at 300 S. Woodrow Lane, Denton, Denton
County, Texas as shown as Lot 2 on the aerial photograph included in this Exhibit A. The
buildings and parking facilities are more or less surrounded by a wire mesh fence topped by
barbed wire. The Property includes only the area shown as Lot 2 in the aerial photograph.
300 S. Woodrow Lane
Building fI
ApproxImately
1,600 sf
BuIldIng #2:
ApproxImately
5,779 sf
. fe;,' ' ,!,-t' aP 'i
dbE
aIIPa=Ii'H
Termination Agreement (City and The Junction)Page 7 of 7