22-1413ORDmANCENO. 22-1413
AN ORDnANCE OF TIn CITY OF DENTON AurHORIzngG THE crrY MANAGER TOEXECUTE AN n(IERLOCAL AGREEMnqT WITH THE DwroN nqDEPENDENT SCHOOL
DISTRICT FOR THE USE OF APPROmaATLEY lo,000 SQUARE FEET OF WAREHOUSE SPACE
IN A CITY OWNED PROPERTY LOCATED AT 651 SOUTH MAYlml ROAD; AND PRovDngGAN EFFECTTVE DATE.
WHEREAS, the City of Denton (“City”) owns property located at 651 S. Mayhill Road, Denton,
Texas (the “Property”); and
WHEREAS, the Denton ISD is a unit of government established under the laws of the State of
Texas for the purpose of implementing the state’s system of public education and ensuring student
performance in accordance with the Texas Education Cbde; and
WHEREAS, Denton ISD must repair schools that sustained damage during the recent winter storm
event; and
WHEREAS, Denton ISD has requested to use approximately 10,000 square feet of warehouse
space in a City-owned property at 651 South Mayhill Road to store rhaterials, supplies, furniture, fixtures
and equipment removed from schools in need of repair; and
WHEREAS, the City Council finds it 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 COUNCE OF THE CITY OF DENTON InREBY ORDAnqs:
SECTION 1. The findings and recitations contained in the preamble of this Ordinance are
incorporatQd herein by reference as true and as if fully set forth in the body of this Ordinance.
SECTION 2. The City Manager, or their design% 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. mle City Manager, or their design% is further authorized to carry out all duties and
obligations to be performed by the City under the Agreement.
SECTION 4. This Ordinance shall become eRective immediately upon its passage and approval.
The motion to approve this Ordinance was made by Br tan Book: and seconded byChrjs NMb . The ordinance was passed and approved by the following vote a-a
Aye Nay Abstain Absent
Mayor Gerard Hudspet:h:Vicki Byrd, District 1 :
Brian Beck, District 2:
Jesse Davis, District 3:
Alison Maguire, District 4:
Brandon Chase McGee, At Large Place 5:
Chris Watts, At Large Place 6:
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PASSED AND APPROVED this the day of , 2022.
GERARD HUDSPETH, MAYOR
ArrEST:
ROSA RIOS, CITY SECRETARY L\\\It 111111DE&
By:A
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATrORNEY
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DocuSign Envelope ID: E37FCECO-234D4D20-9AFF-BC984BFF824D
INTERLOCAL AGREEMENTFORFACILITIES USE LICENSE
This Interlocal Agreement for Facilities Use License (“Agreement”) is made by and between the
City of Denton, a Texas home-rule municipality (the “City”), and the Denton Independent School
District (the “Denton ISD”). The City and Denton ISD are collectively referred to hereafter as the“Parties“ or individually as a “Party”.
RECITALS:
WHEREAS, the Denton ISD is a unit of government established under the laws of the State
of Texas for the purpose of implementing the state’s system of public education and ensuring
student performance in accordance with the Texas Education Code; and
WHEREAS, Denton ISD must repair schools that sustained damage during the recent
winter storm event; and
WHEREAS, Denton ISD has requested to use approximately 10,000 square feet of
warehouse space in Cityowned property at 651 South Mayhill Road, Denton, Texas to store
materials, supplies, furniture, fixtures and equipment removed from schools in need of repair; and
WHEREAS, the Council of the City of Denton approved Ordinance on
, 2022, authorizing the City Manager or her designee to execute an InterlocalAgreement with Denton ISD for the use of the request warehouse space at 651 South MayhillRoadI
NOW THEREFORE, in consideration of the mutual covenants and agreement hereinafter
set forth and other good and valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the Parties agree as follows:
Article IGrant of License
1. 1 The City grants to Denton ISD a non-exclusive and revocable license to use the
space described below in accordance with the terms and conditions of this Agreement for the
storage of its materials, supplies, furniture, fixtures and equipment temporarily removed fromschools during the repair of damage sustained during the recent winter storm event (the “Use”)
and for no other use or purpose. Denton ISD shall not change the function or activity described
herein without a written amendment to this Agreement signed by the City and Denton ISD.
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Article II
Licensed Space
2.1 The license granted herein covers approximately 10,000 square feet of warehouse
space in the building located at 65 1 South Mayhill Road, Denton, Texas comprised of the twoareas depicted in blue and labeled “DISD Proposed Storage Space” on the diagram attached
hereto as Attachment 1 (the “Licensed Space”).
2.2 This is not a real estate lease. The Licensed Space will remain in the City’s sole and
exclusive possession and control at all times. Denton ISD represents to the City that Denton iSD
does not consider this Agreement 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 personal to Denton ISD to use the Licensed Space on a fully revocable basis
subject to this Agreement.
2.3 This Agreement does not entitle Denton ISD or Denton ISD’s officers, employees,
agents, contractors, or invitees to occupy, enter or use any area, facility, or equipment not included
within the above description of the Licensed Space other than the following which may be used in
common with City and other licensees, tenants and invitees at the premises at 651 South Mayhill
Road, Denton, Texas: the “Drive Aisle” depicted in green on Attachment 1, the “Truck Door and
Mandoor” labeled at one end of the “Drive Aisle” on Attachment 1, and those common areas,
common facilities, and common equipment located generally at or within the premises at 651
South Mayhill Road, Denton, Texas (collectively, the “Common Areas”).
2.4 in permitting the use of the Licensed Space, the City specifically retains the right
to enforce any and all laws, rules, ordinances and regulations applicable to the Licensed Space,
and representatives of the City may enter any portion of the Licensed Space at any time and on
any occasion without any restrictions.
Article III
Term and Cancellation
3. 1 The term of this Agreement shall be for one year, effective upon the “Effective
Date”, hereafter defined, and expiring on March 1, 2023, unless sooner cancelled as providedherein
3.2 This Agreement may be cancelled without cause upon thirty days’ prior written
notice given by either Party to the other Party. Furthw, this Agmement may tn cancelled for cause upon
the issuance of written notice by a Party if the other Party breaches any of the terms or conditions of
this Agreement and such breach is not cured within thirty (30) days after its receipt of writtennotice of the breach.
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 other of its
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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
$7.00 per square foot as consideration for Denton ISD’s Use of the 10,000 square feet of LicensedSpace (the “License Fee”), if the Agreement begins after the first dai of the month, the first
month’s License Fee shall be prorated based on the days remaining in the month in which theAgreement was signed. Thereafter, the License Fee will be the amount for a full month.
4.2 The License Fee shall be paid to the City on or before the first day of the month for
which the Lioense Fee relates. Payment shall be made by check sent to the City of Denton,
Accounts Receivable, 215 E. McKinney Street, Denton, Texas 76201, with the notation “Inter local
Agreement for Facilities Use License with Denton ISD”, unless the Parties agree in writing topayment by credit card or electronic transfer of funds.
Article 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 inthe 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 locatedthereon and shall leave the Licensed Space clean and orderly after use. Denton ISD shall notobstruct 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,
agents, contractors, or invitees to be left in any of the Common Areas. Denton ISD shall be liable
for the cost of any repairs, restorations or replacements to the Licensed Space, the Common Areasor City’s property necessitated by Denton ISD’s use or the use by Denton ISD’s officers,
employees, agents, contractors, or invitees, and Denton ISD shall reimburse 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
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Article VIIRestrictions
7.1 Denton ISD’s use of the Licensed Space shall 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 Space.
7.3 No minors (children under the age of 18) shall be allowed in or around the Licensed
Space or the surrounding premises.
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, passages, vestibules, elevators, stairways, vehicle and
equipment doors, and man doors shall be 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 e-smoking or use of tobacco products of any kind is allowed in or around the
Licensed Space or the surrounding premises.
7.8 No animals (except service animals) are allowed in or around the Licensed Space
or the surrounding premises.
DRIed .layJ I' Ill;llCI' Ia IS Inn)
announced in, on or adjacent to, the Licensed Space or surrounding premises without prior written
approval of the City.
7. 10 Any articles, exhibits, fixtures, materials, or displays of Denton ISD that have been
previously approved by the City shall be brought into or taken out of the Licensed Space only at
such entrances as may be designated by the City.
Article VIII
Force Majeure
8.1 The City may cancel or temporarily suspend the performance of any part of thisAgreement without advance notice upon the occurrence of conditions or uses that make
performance not feasible, including without limitation, acts or omissions of government or military
authority, acts of God, fires, floods, riots, wars, terrorist acts, or the requisitioning of the LicensedSpace by any governmental agency (“Force Majeure”). In the case of a Force Majeure, thisAgreement shall terminate, and no fee refund shall be made. Denton ISD hereby waives any claims
for damages or compensation it may have against City should this Agreement be so terminated.
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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 Licensed Space. The City and its officers,
employees, and agents shall not be responsible or liable for any loss of, or damage to, property
while in the Licensed Space regardless of how the loss or damage is sustained. Denton ISD is
advised to obtain its own insurance coverage to cover such a loss.
9.2 Denton ISD assumes the risk of any personal injury and death of any person
authorized by it to be in the Licensed Space. The City and its officers, employees, and agents shall
not be responsible or liable for any personal injury or death of any person authorized by Denton
ISD to be in the Licensed Space while in the Licensed Space regardless of how the personal injuryor death is sustained. Denton 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, handling, 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 theaccommodation of Denton ISD and neither the City nor any of its officers, employees or agents
shall be a bailee 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 from the
Licensed Space prior to the expiration or cancellation of the term of this Agreement, such property
shall be deemed abandoned and the City shall have the right to move, place in storage, or otherwisewclm>lil'IIM)MMB}hEmi
constitutes 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 todeliver a bill of sale therefor.
Article Xl
Miscellaneous Provisions
11.1 Entire Agrecmcnt. This Agreement constitutes the sole and only agreementbetween the Parties, and supersedes any prior understandings written or oral agreements between
the Parties, with respect to this subject matter.
11.2 Assignment. Denton ISD may not assign this Agreement in whole or in part
without the prior written consent of the City.
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.
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11.4 Governing law; Venue. The laws of the State of Texas shall govern thisAgreement; 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 neverbeen 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 connectionwith the actions of Denton ISD.
11.8 Notices. Any notice required or permitted to be delivered hereunder may be sentby 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 thr City, to:
Sara Hensley, City Manager
City of Denton
215 E. McKinney
Denton, TX 76201
Sara.Hensley@cityofdenton.com
If intended for Denton IS12:
Dr. Jamie Wilson, Superintendent of SchoolsDenton Independent School District
1307 N. Locust
Denton, TX 76201
jwilson@dentonisd.org
11.9 Counterparts. This Agreement may be executed by the Parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
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of any number of copies hereof each signed by less than all, but together signed by all of the Partieshereto
11.10 Recitals and Attachments. The recitals and attachments hereto are incorporated
herein and made a part hereof for all purposes.
11.11 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
11.12 Titles. The section and article titles herein are for convenience 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 waiveror wlinquishment by either Party of its right to claim such exemptions, privileges, and
imrnunities to which it is entitled as may be provided by law.
SIGNED AND AGREED as of this
“Effective Date”).
day of ,2022 (the
CITY OF DENTON
rJBy:
Sara Hensley, City M
1\\11111111/
ATTEST+
ROSA RIOS, CITY SECRETARY
,„ a
BOTH REVIEWED AND APPROVED
as to financial and operationalobljgations and business terms.DocuSbned bw
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DCD14331B89A4A9
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ILtiSd w,,t,and Reryr1 ina
Department
Date Signed:
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DocuSign Envelope ID: E37FCEC0-234D-+D20-9AFF-BC984BFF824D
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
sw@uJ IF
DENTON INDEPENDENT SCHOOL DISTRICT
:.(dd.
Interlocal Agreement for Facilities Use License Page 8 of 9
Do(..uSign Envelope ID: E37FCECO-234D4D20-9AFF-BC984BFF824D
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