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Home My WebLink AboutContract 34457STATE OF TEXAS COUNTY OF TARRANT � � �;I`iY �ECi��%yRY' � CONTRACT l�p , AMENDMENT TO CITY SECR.ETARY CONTRACT NO. 19725, AS AMENDED BY CITY SECRETA,RY CONTRACT NOS. 20829, 27471, 27897, 29074 AND 33049 LEASE AGREEMENT WITH SOUTHWESTERN EXPOSITION AND LIVESTOCI� SHOdV This amendment to City Secretary Contract No 27471 (this "Agreement") is made and entered into by and between the Cit� f F��r �x�„�+�, ,�,. , �� l �ii, a 1��-�e-i u�e municipai COI'T)o1'a�inn cifi��tP� �n Tu�uii� Qiiu Dci��i� �ounties, 1 eXaS, acting herein by and through its duly authorized Assistant City Manager, Joe Paniagua, (hereinafter called the "Lessor"), and the Southwestern Exposition and Livestock Show, a nonprofit livestock and civic corporation organized under the laws of the State of Texas, acting herein by and through its Chairman of the Board of Directors and its President, (hereinafter referred to as "Lessee"), said officers being authorized and instructed to execute this instrument by resolution passed by the Board of Directors of said corporation. WHEREAS, on October 30, 1984, the City of Fort Worth, as Lessor and the Southwestern Exposition and Fat Stock Show, as Lessee, entered into an agreement known as City Secretary Contract No. 14071, on file in the Office of the City Secretary of Fort Worth under the terms of which certain facilities were leased to the Lessee for the purpose of conducting the Southwestern Exposition and Fat Stock Show; WHEREAS, after execution of City Secretary Contract No. 14071, the name of the Lessee changed to the Southwestern Exposition and Livestock Show and the names of certain of the leased facilities changed; WHEREAS, on June 26, 1989, the City of Fort Worth, as Lessor, and the Southwestern Exposition and Fat Stock Show, as Lessee, amended City Secretary Contract No. 14071 in its entirety to, among other things, change the name of the Lessee to Southwestern Exposition and Livestock Show, change the name of certain leased facilities, extend the term of the lease and add certain payment provisions, the same being City Secretary Contract No. 17195; WHEREAS, in 1993, the City of Fort Worth, as Lessor, and the Southwestern Exposition and Livestocic Show, as Lessee, agreed to amend City Secretary Contract No. 17195 to accept a contribution by the Lessee to add certain real property adjacent to the leased facilities and to provide funding for the cost of construction of a livestock building; WHEREAS, on June 4, 1993, the City of Fort Worth, as Southwestern Exposition and Livestocic Show, as Lessee, amended Lessor, and the Ci ��1��!, �°��u 1� ��p�� °?� j�}U?�1 e,:,:., .�Q U �1 . �:`�`��i U 7l� o ��G� � � _J Contract No. 17195 in its entirety to, among other things, extend the term of the contract and to add certain payment provisions, the same being City Secretary Contract No.19725; WHEREAS, on February 7, 1995, the City of Fort Worth, as Lessor, and the Southwestern Exposition and Livestock Show, as Lessee, entered into that certain agreement known as City Secretary Contract No. 20829, amending City Secretary Contract No. 19725, to provide for additional reductions in the base rental due to unanticipated cost increases in the construction of the livestock building under the terms and commitments of Contract No. 19725; WHE�AS, on February 12, 2002 the City of Fort Worth, as Lessor, and the Southwestern Exposition and Livestocic Show, as Lessee, entered into that certain agreement lmown as City Secretary Contract No. 27471, amending City Secretary Contract No. 20829; to release the obligation of th� T��ee tn sh�r� reven„e rP�ei�erl from the Harley Street Parlcing Lot during the annual Stock Show and Rodeo; WHEREAS, on August 5, 2002, the City of Fort Worth, as Lessor, and the Southwestern Exposition and Livestock Show, as Lessee, entered into that certain agreement lcnown as City Secretary Contract No. 27897, amending City Secretary Contract No. 20829, to delete the original parking spaces which are occupied by the National Cowgirl Museum and designated for the plaza and the future Cattle Raisers Museum; WHEREAS, on September 18, 2003, the City of Fort Worth, as Lessor, and the Southwestern Exposition and Livestock Show, as Lessee, entered into that certain agreement lcnown as City Secretary Contract No. 29074, amending City Secretary Contract Nos. 20829, 27471 and 27897 for the purpose of reimbursing the Lessee for the cost of repairing and replacing infrastructure improvements to the Will Rogers Coliseum Backstage Club; WHEREAS, on January 5, 2006, the City of Fort Worth, as Lessor, and the Southwestern Exposition and Livestock Show, as Lessee, entered into that certain agreement known as City Secretary Contract No. 33049 for the purpose of leasing approximately twelve acres located at 3409 Harley Avenue for use as parking by the Lessee during the annual stock show; � WHEREAS, said amendments to City Secretary Contract No. 14071 are on file in the Office of the City Secretary of Fort Worth as City Secretary Contract Nos. 17195, 19725, 20829, 27471, 27897, 29704 and 33049; WHEREAS, the Lessor and Lessee desire to amend said City Secretary Contract 19725 as amended by City Secretary Contract Nos. 20829, 27471, 27897, 29074 and 33049, for the purpose of delineating the hiring schedule and assistance by the city staff during the annual Stock Show and Rodeo, adding a provision for indemnification and for the payment of funds to the Southwestern Exposition and Livestocic Show for marlceting and promotion of the Stock Show and Rodeo -�. � � � � ^ vf��.lw� ��`J'l�u ��'l'� J�� !�� j� �;,,:.. ,—, .0 9 `wi`G'� �� I I e�: �.'''�:i ! Il � �. G\. o �. _�_i NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS: That the Lessor and Lessee, for and in good and valuable consideration of the mutual covenants and agreements contained herein, do mutually covenant and agree that said City Secretary Contract 19725 as amended by City Secretary Contract Nos. 20829, 27471, 27897, 29074, and 33049 on file in the office of the City Secretary of the City of Fort Worth, is hereby amended as follows: 1. Section 2, "Rental", is hereby amended to add a new subsection, Subsection (El; requiring the pa_yment by Lessor of fi�nd� r� rrP c�,��.�,e��lii LxY�,i�l�� aiiu Livestocic Show for marlceting and promotion of the Stocic Show and Rodeo, such new subsection to read in its entirety as follows: (E) It is recognized by Lessee and Lessor that the Southwestern Exposition and Livestocic Show directly enhances tourism and the hotel industry and has a significant economic impact to the community. Therefore, the Lessor will pay to the Lessee on or before April 1 of each year during the term of this Lease the sum of Forty Six Thousand Dollars ($46,000), plus incidental expenses, from the Culture and Tourism Fund to be used for a promotion program to attract tourists and convention delegates to the Southwestern Exposition and Livestock Show and the Will Rogers Memorial Center. All incidental expenses must be approved in writing by Lessor prior to any expenditures being made by Lessee. The program will include Lessee serving as a liaison with equestrian and equine breed associations and the Will Rogers Memorial Center to solicit new events for the community benefit as well as other advertising and promotional activities related to the annual Southwestern Exposition and Livestock Show. 2. The title of Section 5, "Utilities; Waste Disposal; Security" is hereby amended to add the word "Additional Employees" to the title and to amend Subsection (A) of Section 5 to read in its entirety as follows: 5. UTILITIES; WASTE DISPOSAL; SECURITY; ADDITIONAL EMPLOYEES (A) Disposal of all waste resulting from the use and occupancy of any portion of the Leased Premises during the term hereof shall be at the expense of the Lessee. Lessee will promptly pay all utility bills, including light, water, gas and power received by reason of its use and occupancy of the Leased Premises. Not later than January of each year, Lessee and Lessor shall agree on the number of temporary workers to be hired by Lessee to assist Lessee during the Stocic Show and Rodeo. Not later than January of each year, Lessee will advertise a hiring fair in a local newspaper to attract applicants to supplement the Stock Show and Rodeo event. Lessor will interview, qualify, and hire the agreed-upon number of temporary employees for Lessee. All temporary workers will be Lessee's employees and will be hired for the sole benefit of Lessee and the Stock Show and Rodeo event. Lessor will collect each temporary worker's time card and will calculate the time worlced by all temporary worlcers. On a timely weelcly basis, Lessor will report this information tc� T�sseP. T P��PP w;tl p?y WaDP� directly to all temporary workers each weelc. In addition to the temporary employees of Lessee hired through the hiring fair described above, Lessor will provide regular and temporary SO1 City employees of Lessor during the show at no additional cost to Lessee, except that Lessee will reimburse Lessor for any compensation Lessor pays to those employees for work in excess of 40 hours in a work week during the Stock Show and Rodeo event. 3. Subsection A, "Indemnity", of Section 7, "Indemnity; Insurance", is hereby amended to read in its entirety as follows: (A)1NDEMNITY. (1) Lessee shall indemnify and hold harmless Lessor and all parties claiming by, through, or under Lessor (the "Indemnified Parties") from all claims, suits, actions, and proceedings whatsoever which may be brought or instituted on account of, growing out of, incident to, or resulting from, directly or indirectly, any and all losses, costs, or damages to persons or property, including death, arising out of the use and occupation of the Leased Premises by Lessee or in connection with or growing out of this Lease or the performance by Lessee of its obligations hereunder (hereinafter referred to as "Claims"), and all losses, costs, damages, and expenses, including but not limited to, attorneys' fees and other costs of defending against and investigating the Claims, EVEN IF SUCH INJURIES OR DAMAGES, INCLUDING DEATH, RESULT FROM OR ARE CLAIMED TO HAVE RESULTED FROM THE CONCURRENT NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES. Lessee further hereby covenants and agrees to indemnify, defend, and hold harmless the "Indemnified Parties" for any and all claims or suits for property loss, employment discrimination, Whistleblower Act liability, Worlcers' Compensation Act liability, any other employment related action, or damage and/or personal injury, including death, to any and all persons, of whatsoever kind or character, whether real or asserted, arising out of the work and services for procurement of temporary workers as detailed in the second paragraph of Section 5(A) of this Lease and to be performed by the Lessor on behalf of the Lessee, its officers, agents, employees, or subcontractors, i�VgIETI3ER O� 1�VOT CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OR ACTS OF THE INDEMNIFIED PARTIES. Lessee further covenants and agrees to, and does hereby, indemnify and hold harmless the lndemnified Parties from and against any and all injuries, damage, loss or destruction to property of the Lessor during the performance of any of the terms and conditions of this Lease. If more than one Lessee is named under this Lease, the obligation of all such Lessees shall be, and is joint and several. , (2) Lessee shall assume on behalf of the Indemnified Parties, and conduct with due diligence and in good faith, the defense of all claims against any of the Indemnified Parties, even if such claims are groundless, false, or fraudulent, and shall bear the costs of all judgments and settlements in connection therewith; provided, however, without relieving Lessee of its obligations under this Lease, that any of the Indemnified Parties, at its or their election, may defend or participate in the defense of any or all of the claims. Maintenance of the insurance referred to herein shall not affect Lessee's obligations hereunder, and the limits of such insurance shall not constitute a limit on Lessee's liability under this Section. Coverage of the Indemnified Parties under the insurance referred to herein or by the foregoing indemnity does not constitute a waiver of any governmental or sovereign immunity by the Indemnified Parties. (4) Except to the extent caused by Lessor's sole negligence, Lessor shall not in any event whatsoever be liable for any loss of or damage to any property or person happening on, in, about, or in connection with the Leased Premises or any part thereof. (5) Notwithstanding anything to the contrary set forth herein, excepting only Lessee's indemnification obligation to the Indemnified Parties in respect of the procurement of temporary workers as detailed in the second paragraph of Section 5(A) of this Lease, Lessee's obligation to ��l�lw� �� I�� 4�,,::��p gg 9, :�.v!��U�� U�i1� indemnify or hold harmless the Indemnified Parties shall not extend to any loss, cost, damage or expense resulting from or caused by Lessor's sole negligence or to any injury to any employee of Lessor to the eYtent covered by Lessor's workers' compensation insurance. All other terms and conditions of Section 7, "Indemnity; Insurance", including Subsection (B), "Lessee's Insurance", and Subsection (C), "Waiver of Subrogation", which are not amended herein, shall remain in full force and effect throughout the term of this Agreement. 4. That all other terms and conditions of City Secretary Contract No. 14071, as amended b� City Secretary Contract Nos. 17195; 197�5, �0829; 27471_, 27g97, 29074 and 33049 which are not amended herein, shall remain in full force and effect throughout the term of this Agreement. WITNES WHER�OF the parties hereto have executed this Agreement this day of ' �� y , 2006 in Fort Worth, Tarrant County, Texas. ATTEST: � �� = �� v � � �-��-��e �--- � �� City Secretary �� _��! P��: _� ��J�� <}��_� a APPROVED AS TO FORM AND LEGALITY �_ !� By:_ �� * �--'�l�% �2 Assistant City Attorney APPROVA RECOMMENDED: Kirk N. Slaug ter Director of Public Events CITY OF FORT WOR'FH. LESSOR By: - Joe Pa ; Assistant SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW, LESSEE ��/ �i By: �f-. �-- ` .d� Chairman of the Board By: President y��1�!� �� G°?��?� j��'�r^�, ��'U Ri �f Y�o ��':`;'�j''1� �fl� U�G�,o