HomeMy WebLinkAboutContract 52857 CITY SECRETARY
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��coy s Ri�R�� EQUIPMENT LEASE AGREEMENT
This EQUIPMENT LEASE AGREEMENT ("Lease") is entered into by and between
the CITY OF FORT WORTH ("City"), a home-rule municipality organized under the laws of
the State of Texas, and MULTIPURPOSE ARENA FORT WORTH, a Texas non-profit
corporation doing business as Trail Drive Management Corp. ("Company").
RECITALS
WHEREAS, Company leases and operates Dickie's Arena (the "Arena") from the City
pursuant to that certain Arena Complex Lease Agreement dated as of February 21, 2017, a public
document on file in the City Secretary's Office as City Secretary Contract No. 48733, as it may
subsequently be amended (the "Arena Lease"); and
WHEREAS, the City owns two (2) Zambonis, as more particularly described in Exhibit
"A" (attached hereto and hereby made a part of this Lease for all purposes) (the "Equipment"),
which are machines used for ice resurfacing associated with,among other things,ice skating shows
and ice hockey games;
WHEREAS, Company wishes to lease the Equipment from the City for use at various
events it anticipates will be held at the Arena; and
WHEREAS, the City has determined that this Lease will help facilitate Company's
operations at the Arena; and
WHEREAS, as outlined in the Arena Lease, the City has concluded, and the City Council
has found, that Company's operation of the Arena will benefit the City and its residents, and
achieve public purposes beneficial to the City, by increasing visitorship and tourism and the
offerings available to residents through expanded public events space, sporting events,educational
events and entertainment offerings that are anticipated to be financially self-sustaining, therefore
lessening the burden on the City, and will allow for the Phase III expansion of the Fort Worth
Convention Center; and
WHEREAS, the City is willing to lease the Equipment to Company solely in accordance
with the terms and conditions of this Lease; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the City and Company hereby covenant and agree as follows:
AGREEMENT
OFFICIAL RECORD
Page 1 CITY SECRETARY
Equipment Lease between the
City of Fort Worth and Multipurpose Arena Fort Worth d/b/a Trail Drive Management Corp. FT, WORTH,TX
1. INCORPORATION OF RECITALS.
The City Council has found, and the City and Company hereby agree, that the recitals set
forth above are true and correct and form the basis upon which they have entered into this Lease.
2. RIGHTS AND RESPONSIBILITIES OF THE PARTIES.
2.1. The CitV.
2.1.1. The City will lease the Equipment to Company for the Term specified in
this Lease. Any change in Equipment shall be agreed to by the parties in writing
with an addendum/amendment to this Lease.
2.1.2. The City will, at Company's request, make necessary personnel available
to assist in the preliminary operator orientation, as well as provide background
information on the Equipment's maintenance history.
2.1.3. The City will, at all times during the Term of this Lease, hold and retain
physical title to the Equipment.
2.2. Company.
2.2.1. Company will keep the Equipment in good condition and repair, and will
be responsible for all necessary maintenance and repairs to the Equipment at
Company's sole cost and expense.
2.2.2. Company will allow only competent,trained employees that are 18 years of
age or older to operate the Equipment in a safe and prudent manner.
2.2.3. Company shall comply with all safety practices and maintenance
recommendations outlined in the Equipment's operator manuals.
2.2.4. Company shall not modify the Equipment in any way without the City's
prior written approval.
2.2.5. Company must provide liability insurance as well as sufficient insurance
coverage for the repair and replacement of the Equipment with like kind and quality
on terms and at limits that are reasonably acceptable to the City's Risk Manager.
2.2.6. Company will use the Equipment only in connection with events held at the
Arena. Company may not use, transport or store the Equipment at any location
other than that covered by the Arena Lease unless expressly permitted by the City
in writing.
Page 2
Equipment Lease between the
City of Fort Worth and Multipurpose Arena Fort Worth d/b/a Trail Drive Management Corp.
3. TERM.
Unless terminated earlier pursuant to the terms herein, this Lease shall commence on the
date as of which both parties have executed it (the "Effective Date") and expire on the fifth
anniversary thereof("Term"). Notwithstanding the foregoing, Company will have the option to
renew this Lease for an additional term of five (5) years by providing written notice to the City
within one hundred (180) calendar days prior to expiration of the Term.
4. RENT.
Company will pay rent to the City in the amount of Ten Dollars ($10.00) per year as good
and valuable consideration for its lease of the Equipment. The parties agree that this constitutes
sufficient consideration for the covenants, promises, obligations, and public purposes described
herein.
5. EXPIRATION AND TERMINATION.
Either party may terminate this Lease at any time, with or without cause, by providing the
other party with written notice not less than thirty (30) calendar days prior to the effective date of
termination. In the event of any termination or expiration of this Lease, within thirty(30) calendar
days following the effective date of expiration or termination, Company shall be responsible, at
Company's sole cost and expense, for relocating the Equipment from the Arena property to a
location within the corporate limits of the City, as directed by the City, including, but not limited
to, costs associated with the loading and transportation of the Equipment.
6. LIABILITY AND INDEMNIFICATION.
Company hereby assume all risk and liability for and shall hold the City, its officers,
employees, and agents, harmless from all claims, liabilities or expenses for injuries or death to
persons, or loss or damage to property arising out of use, operation, or possession of the
Equipment during the Term of this Lease, except to the extent that any such risk and liability
for any claim, liability, expense, injury, loss, and/or damage are caused directly by the City, its
officers or employees.
Company shall be liable and responsible for any and all property loss,property damage,
and/or personal injury, including, but not limited to, death, to any and all persons of any kind
or character, whether real or asserted, to the extent caused by or in connection with the use,
transportation or storage of the Equipment, except to the extent that any such damages are
caused directly by the City, its officers or employees.
Page 3
Equipment Lease between the
City of Fort Worth and Multipurpose Arena Fort Worth d/b/a Trail Drive Management Corp.
COMPANY COVENANTS AND AGREES TO,AND DOES HEREBY INDEMNIFY,
HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, THE CITY FROM AND
AGAINST ANYAND ALL CLAIMS, LAWSUITS, JUDGMENTS,ACTIONS, CAUSES OF
ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT
LIMITED TO, ATTORNEYS FEES AND COSTS OF DEFENSE), PROCEEDINGS,
DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS (INCLUDING,
BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST
PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING,
BUT NOT LIMITED TO,DEATH) TO ANYAND ALL PERSONS, OR OTHER HARM FOR
WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THIS LEASE,EXCEPT TO THE EXTENT CA USED BY THE CITY,
ITS OFFICERS OR EMPLOYEES.
IFANYACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY
IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, COMPANY, ON NOTICE FROM
CITY, SHALL DEFEND SUCHACTION OR PROCEEDING,AT JOHNDEERE'S EXPENSE, BY
OR THR 0 UGH A TTORNE YS REA SONABL Y SA TISFA CTOR Y TO CITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS SECTION 6
SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS LEASE.
7. MISCELLANEOUS.
7.1. Compliance. The Parties shall comply with all federal, state, and City statutes,
ordinances and regulations applicable to the performance under this Lease.
7.2. Entire Agreement. This Lease embodies the entire agreement and understanding
between the parties as to the matters herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provision of this
Lease.
7.3. Amendments. No alteration, change, modification or amendment of the terms of
this Lease shall be valid or effective unless made in writing and signed by both parties hereto and
approved by appropriate action of City.
7.4. Waiver. No waiver of performance by either party shall be construed as or operate
as a waiver of any subsequent default of any terms, covenants, and conditions of this Lease.
7.5. Governing Law and Venue. If any action, whether real or asserted, at law or in
equity, arises on the basis of any provision of this Lease, venue for such action shall lie in state
courts located in Tarrant County,Texas or the United States District Court for the Northern District
of Texas—Fort Worth Division. This Lease shall be construed in accordance with the laws of the
State of Texas.
Page 4
Equipment Lease between the
City of Fort Worth and Multipurpose Arena Fort Worth d/b/a Trail Drive Management Corp.
7.6. Successors and Assigns. Neither party hereto shall assign, sublet or transfer its
interest herein without prior written consent of the other party, and any attempted assignment,
sublease or transfer of all or any part hereof without such prior written consent shall be void. This
Lease shall be binding upon and shall inure to the benefit of the City and Company and their
respective successors and permitted assigns.
7.7. No Third Party Beneficiaries. The provisions and conditions of this Lease are
solely for the benefit of the City and Company, and any lawful successor or assign, and are not
intended to create any rights, contractual or otherwise, to any other person or entity.
7.8. Severability. If any provision of this Lease shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired.
7.9. Contract Construction. The parties acknowledge that each party and, if it so
chooses, its counsel have reviewed and revised this Lease and that the normal rule of construction
to the effect that any ambiguities are to be resolved against the drafting party must not be employed
in the interpretation of this Lease or any amendments or exhibits hereto.
7.10. Captions. Captions and headings used in this Lease are for reference purposes
only and shall not be deemed a part of this Lease.
7.11. Governmental Powers. By execution of this Lease, the City does not waive or
surrender any of its governmental powers or immunities.
7.12. Counterparts and Electronic Signatures. This Lease may be executed in several
counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same instrument. A signature received via facsimile or electronically via email shall
be as legally binding for all purposes as an original signature.
7.13. Taxes. Company shall be responsible for full payment of any ad valorem or other
taxes that may be assessed against the Equipment, if any, during the Term of this Lease.
7.14. Notices. All notices, requests, demands, and other communications that are
required or permitted to be given under this Lease shall be in writing and shall be deemed to have
been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or
sent by registered or certified mail, return receipt requested, postage prepaid, as follows:
CITY OF FORT WORTH: City of Fort Worth
Attn: Director of Public Events
200 Throckmorton Street
Fort Worth, Texas 76102
Page 5
Equipment Lease between the
City of Fort Worth and Multipurpose Arena Fort Worth d/b/a Trail Drive Management Corp.
Copies to: City Attorney
Office of the City Attorney
City of Fort Worth
200 Throckmorton Street, Third Floor
Fort Worth, Texas 76102
COMPANY: i SQL N►ray1G.. 1;rt wor4t\'
Corp.
IN WITNESS HEREOF, the parties hereto have executed this Lease as of the later date
below:
CITY OF FORT WORTH: MULTIPURPOSE ARENA FORT
WORTH, a Texas non-profit corporation:
doing business as Trail Drive Management
Corp.
14 By:
Jesus J. Chapa Name: /'�•o�-�
Assisttaant City Manager Title: leeo,j, ,
Date: / " 0 �p Date:
APPROVED AS TO FORM AND LEGALITY: -
��.A
By: Atte by:
_ ,
Peter Vaky U
Deputy City Attorney
Mary . Ka i
ty Secro
M&C: 19-0134 09-10-2019 y -
Form 1295: 2019-523654
Page 6 OFFOCIIAL RECORD
Equipment Lease between the CITY SECRETARY
City of Fort Worth and Multipurpose Arena Fort Worth d/b/a Trail Drive Management Corp. FT WORTH,TX
CONTRACT COMPLIANCE MANAGER:
By signing below, I hereby acknowledge that I am
the person responsible for the monitoring
and administration of this contract, including
ensuring all performance and reporting
requirements:
By: L, d4Aee�tA�
Na#he of City Employees:
Title:(���t�/,/V� d��cJr'-�N►�� ����':�lY�
Page 7
Equipment Lease between the
City of Fort Worth and Multipurpose Arena Fort Worth d/b/a Trail Drive Management Corp.
EXHIBIT "A"
EQUIPMENT LEASED
1. Orange Zamboni,model#500,year built 1997, serial#5795,purchase date 2/1/1997,City
ESD# 7490001
2. Blue Zamboni,model#500, year built 1999, serial #6527,purchase date 1/1/1999, City
ESD # 7490004
Equipment Lease between the
City of Fort Worth and Multipurpose Arena Fort Worth d/b/a Trail Drive Management Corp.
10/1/2019 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT ORTH
DATE: 9/10/2019 REFERENCE **M&C 19- LOG NAME: 25ZAMBONI
NO.: 0134 EQUIPMENT
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. Authorize Execution of Equipment Lease Agreement with Multipurpose Arena Fort Worth
d/b/a Trail Drive Management Corp.for the Lease of Zamboni Equipment(COUNCIL
DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an Equipment Lease
Agreement with Multipurpose Arena Fort Worth d/b/a Trail Drive Management Corp.in an annual
amount of$10.00 for the lease of Zamboni Equipment and authorize agreement to expire October 31,
2023,with the option to renew for one additional term of five(5)years.
DISCUSSION:
Multipurpose Arena Fort Worth d/b/a/Trail Drive Management Corp.leases and operates Dickies
Arena from the City pursuant to that certain Arena Complex Lease Agreement dated February 17,
2017(City Secretary Contract No.48733),the City has concluded,and the City Council has found,
that the Multipurpose Arena Fort Worth d/b/a Trail Drive Management Corporation's operation of the
Arena will benefit the City and its residents.
In connection with its lease and operation,Multipurpose Arena Fort Worth has requested the lease of
two(2)City-owned Zambonis(the Equipment),which are machines used for ice resurfacing
associated with,among other things,ice skating shows and ice hockey games,for use at various
events it anticipates will be held at the Arena.The Equipment was purchased by the City in the late
1990s for ice hockey games and ice shows that were held at the Fort Worth Convention Center and
the Will Rogers Memorial Center. Since 2014,the Equipment has not been utilized and has been in
storage. The City has determined that leasing this Equipment to Multipurpose Arena Fort Worth will
assist in facilitating operations at the Arena.
In accordance with the recommended Equipment Lease Agreement(Lease),Multipurpose Arena Fort
Worth will keep the Equipment in good condition and will be responsible for all necessary maintenance
and repairs to the Equipment at the company's sole cost and expense.
Multipurpose Arena Fort Worth will also use the Equipment only in connection with events held at the
Arena and will not use,transport or store the Equipment at any location other than that covered by the
Arena Lease unless expressly permitted by the City in writing.
Because this transaction will benefit the City and its residents and help achieve the public purposes of
increasing visitorship and tourism and the offerings available to residents through expanded public
events space,sporting events,and entertainment offerings that are anticipated to be financially self-
sustaining,therefore lessening the burden of the City,it is recommended that the Equipment be leased
for$10.00 annually.The City Council hereby finds that these public purposes can be achieved
pursuant to the Lease and that adequate controls within the Lease will help ensure achievement of
these public purposes.
Upon City Council approval,this Agreement shall commence on the date upon which both parties
have executed it and expire October 31,2023.Multipurpose Arena Fort Worth d/b/a Trail Drive
Management Corp.will have the option to renew this Lease for an additional term of five(5)years by
providing written notice to the City within one hundred eighty(180)calendar days prior to expiration of
the Term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation the Public
Events Department has the responsibility for the collection and deposit of funds due to the City under
this Agreement. Revenue from this agreement is estimated at$10.00 annually.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I Year Chartfield 2
Submitted for City Manager's Office by_ Jay Chapa(5804)
Originating Department Head: Richard Zavala(2501)
Additional Information Contact: James Horner(2505)
apps.cfwnet.org/council_packet/mc_review.asp?ID=27282&councildate=9/10/2019 1/2
10/1/2019 M&C Review
ATTACHMENTS
apps.cfwnet.org/council_packet/mc_review.asp?ID=27282&councildate=9/10/2019 2/2