HomeMy WebLinkAboutContract 19139-AD2 CSC No. 19139-AD2
SECOND ADDENDUM TO
LEASE AGREEMENT WITH CASA MANANA, INC.
(CITY SECRETARY CONTRACT NO. 19139)
This Second Addendum ("Second Addendum") is made and entered into by and between the CITY OF
FORT WORTH,a Texas home-rule municipal corporation("Landlord"or"City"),acting by and through
Dana Burghdoff,its duly authorized Assistant City Manager,and CASA MANANA,INC.,a Texas non-
profit corporation("Tenant"or"CMI"),acting by and through Wally Jones,its duly authorized president.
RECITALS
A. On June 2, 1992(via M&C C-13393),the City Council authorized execution of a lease agreement
with Tenant for the operation of the Casa Manana Theatre ("Theatre"), and the parties executed a Lease
Agreement(City Secretary Contract No. 19139) ("Lease"), under which Lease Tenant agreed to operate
and maintain the Theatre and the improvements at no cost to the Landlord.
B. On November 8, 1994 (via M&C G-10875), the City Council authorized a payment for a new
boiler at the Theatre, and the parties executed Addendum to Lease, under which Tenant agreed to repay
Landlord for the cost of boiler replacement.
C. On October 22, 2002 (via M&C G-13779), the City Council authorized approval of extensive
renovation plans to the Theatre to convert the Theatre from a "theatre-in-the-round" configuration to a
modified thrust/proscenium stage, and the Tenant financed the renovation through a capital campaign
and a loan.
D. On August 9,2007(via M&C C-22293),the City Council authorized an amendment to the Lease
for the construction by Landlord, at Landlord's expense, of a fence along the western border of the
Theatre, and extended the Term(as defined in the Lease)to December 31,2020 due to Tenant meeting
a threshold of expenditures on the Theatre as set forth in the Lease.
E. On October 12, 2012 (via M&C C-25892), the City Council authorized an interlocal agreement
with Tarrant County for the reconstruction of the Theatre's parking lot, with the Landlord contributing
over$80,000.00.
F. On November 11, 2014 (via M&C C-27074), the City Council authorized an amendment to the
Lease to extend the term to December 31, 2024 (City Secretary Contract No. 19139-A1)
("Amendment"), pursuant to the request of Tenant, so that the term coincides with the terms of a loan
that was being transferred to another financial institution.
G. On November 8, 2016 (via M&C C-27987), the City Council authorized an agreement with
Tenant(City Secretary Contract No. 19139-AD I) ("First Addendum")for cost sharing in the design and
construction of 2,200 additional square feet of office space, 1,400 square feet of storage,and a new 1,400
square foot theater (collectively, the "Previous Improvements"), with the Landlord reimbursing half of
the cost of the Previous Improvements up to the amount of$409,000.00.
Second Addendum to CSC 19139
between the City of Fort Worth and OFFICIAL RECORD
Casa Manana,Inc. _ ] _
CITY SECRETARY
FT.WORTH,TX
H. On September 19, 2017 (via M&C C-28380), the City Council authorized an amendment to the
First Addendum (AD-AI) that allowed for an additional $30,000.00 of Landlord funding participation
for the Previous Improvements.
1. Now, the parties have agreed to additional improvements of the Theatre which will include
constructing additional office space, expanding the 1,400 square foot theatre and expanding the kitchen
area ("Improvements").
J. On December 14, 2021 (via M&C 21-0980), the City Council authorized (i) this Second
Addendum for cost sharing in the design and construction of the Improvements, with the Landlord
reimbursing half of the cost of the Improvements up to the amount of$500,000.00; (ii) a waiver of the
building and trade permit fees for the construction of the Improvements; and (iii) a Third Amendment
to the existing Lease to extend the Term of the Lease for an additional ten(10)years allowing the Lease
to continue until December 31, 2034.
AGREEMENT
In consideration of the mutual covenants contained in this Second Addendum, Landlord and Tenant
agree to the following terms and conditions as follows;
1. Lease. The parties agree that the New Improvements to be constructed pursuant to this Second
Addendum shall be subject to all terms and conditions of the Lease, as amended, except as set forth
herein. In the event of any conflict between the Lease, as amended, and this Second Addendum, this
Second Addendum shall control. All terms and conditions of the Lease, as amended, are ratified and
remain in full force and effect.
2. Improvements. Prior to entering into any contract for the construction of the Improvements, CMI
agrees to obtain approval of the design and build plans for the Improvements from the Director of
Property Management for Landlord. The Improvements constructed at the Theatre shall substantially
conform to the approved design plans. The Improvements shall be constructed by contractors selected
by competitive bidding procedures pursuant to Chapter 252 of the Local Government Code. CMI shall
obtain, at its sole cost and expense, all necessary permits, licenses, and approvals for the design and
construction of the Improvements. Once construction of the Improvements commences, CMI shall use
good faith efforts to ensure the diligent and timely completion of the Improvements. All other terms and
conditions of the Lease relating to Improvements not in conflict with this Second Addendum, including
but not limited to Section 3.2, Liens and Bonds,remain in full force and effect.
3. Funding. CMI shall be solely responsible for obtaining any and all necessary third-party
financing for the construction of the Improvements. Following the issuance of a certificate of occupancy
for all Improvements, City agrees to reimburse CMI for 50%of actual design and construction costs, up
to a maximum reimbursement amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00).
Reimbursement shall be paid by City to CMI upon the submission by CMI to City of proof of
Second Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana,Inc. -2-
expenditures in a sufficient form and substance, as determined by City in City's sole reasonable
discretion.
4. Insurance. In addition to the insurance required by the Lease, as amended, CMI shall obtain the
following insurance during the construction of the Improvements:
Generally. Tenant shall procure or require Tenant's Contractor to procure and maintain
at all times during the Term, in full force and effect, the following policies of insurance: (i) statutory
worker's compensation insurance for all of the Contractor's employees and all workmen on the Leased
Premises performing construction of the Discretionary Improvements, (ii) commercial general liability
insurance, (iii) business automobile insurance, (iv) builder's risk insurance, and (v) environmental
impairment liability (EIL) and pollution liability insurance. The commercial general liability insurance
policy and the automobile liability insurance policy shall be primary to all other insurance maintained
by Lessee or Lessor and shall be non-contributory and shall be written for not less than the limits of
liability as follows:
a. Commercial General Liability:
$2,000,000 each occurrence;
$3,000,000 general aggregate per project;
$3,000,000 product/completed operations aggregate; and
$200,000 personal and advertising injury.
b. Business Automobile Liability:
$1,000,000 each accident on a combined single limit basis. Coverage shall be for "Any
Auto" owned, non-owned, and hired.
C. Worker's Compensations:
As required by law.
$1,000,000 Part B: Employer's Liability
d. Environmental Impairment Liability (EIL) and Pollution Liability:
$2,000,000 per occurrence
$2,000,000 aggregate
4.01 Umbrella or Excess Liability. If insurance policies are not written for specified coverage limits,
an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow
form of the primary coverage.
Second Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana,Inc. -3-
4.02 Additional Insured. The City, its officers, employees and volunteers shall be named as an
Additional Insured on all applicable insurance policies.
4.03 Waiver of Subrogation. The insurance shall include a waiver of rights of recovery (subrogation)
in favor of the City of Fort Worth.
Except as amended by this Second Addendum, all of the terms and conditions of the Lease, as
amended, are ratified and remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
Second Addendum to CSC 19139
between the City of Foil Worth and
Casa Manana,Inc. -4-
This Second Addendum shall be effective on` December 20 �)2021.
LANDLORD TENANT:
CITY OF FORT WORTH, CASA MANANA,INC.,
a Texas home-rule municipal corporation a\exas non-profit corporation
a`_�By; Dna Bu ghdoff(Dec 16,20 16 C B
y•
Dana Burghdoff
Assistant City Manager Name: LAZI t.,t_i•,n1
Date: Dec 16,2021 Title:kv-q�LSJ&* 'DM'-'4z Y
Date: 1 �. • Z t
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
�r
Name: Ma rk Bro n(Dec 16,202115:44 CST)
Lease Manager,Property Management Department
Title;
Date: Dec 16,2021
APPROVED AS TO FORM AND LEGALITY:
By:
Thomas R.Hansen
Assistant City Attorney
Date: Dec 16,2021
ATTEST:
FoRr�a
�� a s r7�CG �F0000000aol�,O��
By. Jan nette S.Goodal .#16,202116:30 CST) p
Jannette S.Goodall P..o oo��ld
City Secretary 000 S=d
° o° d
Dec 16,2021 �� °oo _ *d
Date: __— - ��t2�nE'00X000
ASoAp
Form 1295:2021-824540
Conti-act Authorization:
M&C:21-0980
Date: 12/14/2021
Second Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana,Inc. -5- OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Official site of the City of Foit Worth,Texas
CITY COUNCIL AGENDA FORT
DATE: 12/14/2021 REFERENCE M&C 21- LOG NAME: 21CASA IMPROVEMENTS AND
NO.: 0980 LEASE EXTENSION
CODE: C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT. (CD 9) Authorize the Execution of an Agreement with Casa Manana, Inc. for the
Construction of Additional Space and Improvements to the Facility Located at 3101 West
Lancaster Avenue, Authorize City of Fort Worth Funding Participation Up to $500,000.00,
Authorize the Waiver of All Building and Trade Permit Fees for the Construction, and
Authorize the Execution of an Amendment to the Lease Agreement Between the City of
Fort Worth and Casa Manana, Inc. to Extend the Term for an Additional Ten (10) Years
Commencing on January 1, 2025 to December 31, 2034
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of an agreement with Casa Manana, Inc. for the construction of additional
space and improvements to the facility located at 3101 West Lancaster Avenue;
2. Authorize City of Fort Worth funding participation of up to $500,000.00;
3. Authorize waiving the building and trade permit fees for the construction; and
4. Authorize the execution of an amendment to the lease agreement between the City of Fort Worth
and Casa Manana, Inc. to extend the term for an additional ten (10) years commencing on January
1, 2025 and expiring on December 31, 2034; and
DISCUSSION:
The City of Fort Worth (City)and Casa Manana, Inc. (CMI) have negotiated an agreement to facilitate the
funding and construction of improvements to the facility located at 3101 West Lancaster Avenue. Planned
improvements include constructing additional office space, expanding the 1,400 square foot theater and
expanding the kitchen area.
Under the terms of the agreement, CMI will construct the improvements according to the following
conditions: CMI must submit planned improvements to the City for approval prior tb construction, utilize the
competitive bidding process, obtain all required permits and provide and maintain necessary insurance
during construction. CMI has also agreed to obtain any necessary financing for constructing the
improvements. The completed additions and improvements will be subject to the existing Lease Agreement
for the facility (Mayor& Council Communication C-27074).
It is recommended that the City waive the Building and Trade Permit Fees for the construction to this City-
owned facility.
Following issuance of required Certificates of Occupancy, the City will reimburse CMI fifty (50) percent of
the actual costs of constructing the improvements, up to a maximum amount of$500,000.00 from future
Community Partnership Funds.
CMI has also requested a ten (10) year extension to the Lease Agreement with the City to commence on
January 1, 2025 and expire on December 31, 2034 in consideration for their contribution to the additional
improvements.
All other terms under the lease and subsequent renewals and amendments shall remain in effect.
The Casa Manana Theater is on COUNCIL DISTRICT 9.
Q
FISCAL INFORMATION/CERTIFICATION:
l
The Director of Finance certifies that funds are available in the current programmable capital project
i
budget, as previously appropriated, in the General Capital Projects Fund for the purpose of funding
the Casa Manana Improvements project to support the approval of the above recommendations and
execution of the agreement. Prior to an expenditure being incurred, the Property Management Department
has the responsibility to validate the availability of funds.
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 ID Year Chartfield 2
Submitted for City Manager's Office by: Dana Burghdoff(8018)
Originating Department Head: Steve Cooke (5134)
Additional Information Contact:
Mark Brown (5197)
Ricardo Salazar(8379)
ATTACHMENTS
CASA IMP AND LEASE EXTENSION M AND C MARpl f
I