HomeMy WebLinkAboutContract 32072 CITY SECRETARY '7n
CONTRACT NO.
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SUBLEASE AGREEMENT
SUBLEASE AGREEMENT ("Sublease") dated as of the 4th day of March, 2005,
between SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW, a Texas non-profit
corporation, as sublessor ("Sublessor"), and the CITY OF FORT WORTH, TEXAS
("Sublessee").
RECITALS
A. Event Facilities Fort Worth, Inc., a Texas non-profit corporation organized as a
support organization to Sublessor, is the owner of a parking lot located on an approximately
1.260 acre tract of land in Fort Worth, Tarrant County, Texas described on Exhibit "A" attached
to this Sublease ("Subleased Premises").
B. Event Facilities Fort Worth, Inc. has leased the Subleased Premises to Sublessor
("Master Lease"). This Master Lease provides in Section 16 that Sublessor may sublease the
Subleased Premises to Sublessee.
C. Sublessee desires to lease the Subleased Premises from Sublessor during the hours
specified below in order to accommodate the parking needs of an adjacent property owner that
will be losing certain parking due to expansion of the Fort Worth Botanic Garden facilities.
D. Sublessor is willing to lease the Subleased Premises to Sublessee during the hours
specified below on the terms and conditions set forth below.
E. Sublessor is also willing to lease the Subleased Premises to Christ Chapel Bible
Church ("Church") on Mondays through Saturdays from 6:00 p.m. to midnight and all day on
Sundays to accommodate the Church's parking needs.
In consideration of the mutual covenants contained in this Sublease, Sublessor and
Sublessee agree as follows:
1. SUBLEASED PREMISES: Sublessor demises and lets the Subleased Premises to
Sublessee, and Sublessee takes and leases the Subleased Premises from Sublessor, during the
time periods described in Section 2 and for the term described in Section 3, subject to the
provisions set forth below.
2. USE: Sublessee may use and occupy the Subleased Premises for vehicular parking at all
times other than from 6:00 p.m. to midnight on Mondays through Saturdays and all day on
Sundays. Sublessee may not use the Subleased Premises at any other times or for any other
purpose without Sublessor's prior written consent. Sublessee acknowledges and agrees that
Sublessor has subleased the Subleased Premises to the Church for Church parking use from 6:00
p.m. to midnight on Mondays through Saturdays and all day on Sundays. However, if any
vehicles of employees of Sublessee's sub-subtenant holdover on the Subleased Premises after
6:00 p.m. Mondays through Saturdays, those vehicles will not be disturbed.
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3. TERM: The term ("Term") of this Sublease commences on the earlier of (a)
Sublessee's occupancy of the Subleased Premises, or (b) March 1, 2005, and continues for a
period of thirty-six (36) months thereafter. Sublessee shall have two options to renew this Lease,
each option for an additional one year renewal term, on the same terms and conditions as apply
to the initial Term. To exercise its renewal option, Sublessee must give Sublessor at least three
months prior written notice of renewal. Upon determination of the commencement date of the
Term, Sublessor and Sublessee shall sign a memorandum evidencing this date.
4. RENT: Sublessee shall pay Sublessor $1.00 as rental for the lease and use of the
Subleased Premises.
5. SUBLETTING,ASSIGNMENT: Sublessee may sub-sublet the Subleased Premises to
the adjacent property owner, Mid-Western Development & Realty Co., or to the tenant of the
building owned by Mid-Western Development & Realty Co. located at 2501 Montgomery Street,
Fort Worth, Texas (a "Permitted Subtenant"). Sublessee must provide Sublessor with a copy of
the executed sub-sublease to any such Permitted Subtenant, and this sub-sublease must comply
with the terms and conditions of Sections 11 and 12 below. Any assignment of this Sublease or
subletting of the Subleased Premises to any party other than a Permitted Subtenant is prohibited
without Sublessor's prior written consent, this consent not to be unreasonably withheld.
Sublessee shall subordinate its interest in this Sublease and attorn to any mortgagee of the
Subleased Premises, provided only that such mortgagee will not disturb Sublessee's possession
of the Subleased Premises so long as it is not in default hereunder. If the Master Lease is
terminated for any reason prior to the expiration of the Term of this Sublease (as extended
pursuant to Section 3 of this Sublease), Event Facilities Fort Worth, Inc. agrees that this Sublease
shall remain in effect as a direct lease between Event Facilities Fort Worth, Inc. and Sublessee,
on the same terms and conditions as stated herein. In the event of any transfer of its interest in
this Sublease, Sublessor shall automatically be relieved of all its obligations occurring after the
date of the transfer upon the transferee's assuming these obligations.
6. UTILITIES: Throughout the Term of the Sublease, Sublessee shall pay timely all
charges for any utility services provided to the Subleased Premises. Sublessor has no
responsibility to Sublessee for any utility services to the Subleased Premises, and Sublessor is
not responsible for any utility interruption to the Subleased Premises, unless the utility
interruption is due to the sole negligence of Sublessor.
7. TAXES: Throughout the Term, Sublessee shall pay timely all ad valorem real estate
taxes and assessments for the Subleased Premises as determined by the Tarrant Appraisal
District. If Sublessor receives the tax statement for any of these taxes, Sublessor shall notify
Sublessee in writing of the amount due and owing for the Subleased Premises by forwarding to
Sublessee a copy of the tax statement from the Tarrant Appraisal District. Sublessee shall pay
Sublessor, within thirty (30) days of receipt of the copy of the tax statement, for the taxes that
Sublessee is required to pay hereunder.
8. COMPLIANCE WITH LAW: During the hours of its permitted use, Sublessee
shall, at its cost and expense, cause the Subleased Premises to be used in accordance with all
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applicable laws, rules, regulations, ordinances, and restrictions in effect during the Term.
Sublessee shall not be responsible for any costs or expenses of compliance with any applicable
laws, rules, regulations, ordinances, and restrictions relating to any signs placed on the Subleased
Premises by the Church.
9. LIENS: Sublessee shall remove and discharge promptly, at its cost and expense, all
liens, encumbrances, and charges upon the Subleased Premises or Sublessee's leasehold interest
which arise out of Sublessee's possession, use, occupancy, maintenance, or repair of the
Subleased Premises or by reason of labor or materials furnished or claimed to have been
furnished to Sublessee, but excluding liens, encumbrances, and charges caused or permitted to be
caused by Sublessor, which shall be the sole responsibility of Sublessor.
10. WAIVER OF LIABILITY: Sublessor shall not be responsible for the theft, loss,
damage, or destruction of property of Sublessee, its subtenant, and their respective employees,
agents, licensee, invitees, contractors, and subcontractors, even if the damage is alleged to arise
out of some condition on the Subleased Premises.
11. INDEMNIFICATION: Sublessee must include the following language in any sub-
sublease of the Subleased Premises to a Permitted Subtenant:
[Permitted Subtenant]shall indemnify, defend, and hold harmless the City of
Fort Worth, Southwestern Exposition and Livestock Show, Event Facilities
Fort Worth, Inc. and any and all parties claiming by, through, or under
those entities (collectively, "Indemnified Parties") from and against, any and
all liabilities, losses, damages, costs, expenses (including, without limitation,
court costs, reasonable attorneys' fees, and expenses), causes of action, suits,
claims, demands, or judgments, of any nature, whether foreseen or
unforeseen, ordinary or extraordinary (collectively, "Claims"), arising or
alleged to arise from or in connection with any injury to or death of any
person or any damage to or loss of property of [Permitted Subtenant], its
employees and invitees, or any other third party on or about the Subleased
Premises during the hours of [Permitted Subtenant's] permitted use and
arising out of or connected with[Permitted Subtenant's]use and occupancy of
the Subleased Premises or in connection with or arising out of [Permitted
Subtenant's] obligations under this Sublease, even if such Claims result from
or are claimed to have resulted from the concurrent negligence of the
Indemnified Parties.
12. INSURANCE: Sublessee must include the following language in any sub-sublease
of the Subleased Premises to any third party:
[Permitted Subtenant] shall, at its sole expense, maintain in effect at all times
during the Term the following insurance coverages from insurance companies
licensed to do business in the State of Texas covering [Permitted Subtenant] for
its operations on, in, or about the Subleased Premises with limits not less than the
following:
Coverage Limits
(a) Workers' Compensation Policy
Workers' Compensation Statutory Limits
Employer's Liability $500,000
This policy must include a Waiver of Subrogation in favor of the City of
Fort Worth, Southwestern Exposition and Livestock Show, and Event
Facilities Fort Worth, Inc.
(b) Commercial General Liability Policy
Bodily Injury/Property Damage $1,000,000 combined single limit
$1,000,000 aggregate
This policy shall include broad form contractual coverage and must name
the City of Fort Worth, Southwestern Exposition and Livestock Show, and
Event Facilities Fort Worth, Inc. as additional insured parties. This policy
shall be primary insurance to Sublessor as respects any other insurance
carried by Sublessor.
The policies in (1) and (2) above must not be subject to cancellation for any reason
except upon thirty (30) days prior written notice by the insurer to the City of Fort Worth,
Southwestern Exposition and Livestock Show, and Event Facilities Fort Worth, Inc.
Sublessee shall furnish certificates of insurance evidencing these coverages and the
waiver and naming the City of Fort Worth, Southwestern Exposition and Livestock
Show, and Event Facilities Fort Worth, Inc. as additional insured parties prior to the
inception of the Term and shall deliver renewal certificates to Sublessor if the coverages
expire during the Term.
13. MAINTENANCE AND REPAIR: Sublessee shall, at its sole cost and expense, be
responsible for maintenance and repair of the fencing, gates, parking surface, and lighting on the
Subleased Premises as well as any other maintenance and repair of the Subleased Premises that
is required by Sublessee's or its Permitted Subtenant's use of the Subleased Premises.
Landscaping of the Subleased Premises has been installed prior to the commencement date of the
Term, and Sublessee has no maintenance obligations regarding the existing landscaping. Other
than the landscaping, Sublessee shall maintain all of the Subleased Premises in good, neat
condition. Under no circumstances will Sublessor be obligated to perform any maintenance or
repair whatsoever of the Subleased Premises during the Term other than the landscaping. At the
expiration of the Sublease Term, Sublessee must surrender the Subleased Premises in at least as
good condition as at the commencement of the Term, reasonable wear and tear and casualty
excepted.
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14. ALTERATIONS AND ADDITIONS: Prior to the commencement date of the
Term, Sublessee, at its expense, shall repair the existing fencing and erect new fencing so as to
fence the Subleased Premises along the full extent of the north and south sides of the Subleased
Premises. Sublessee may also install a pedestrian access opening or gate with pedestrian cross
walk markings at a location along the south fence approved in advance by Sublessor. Prior to the
commencement date of the Term, Sublessee shall also, at its expense, upgrade the existing
lighting for the Subleased Premises as mutually approved by Sublessor and Sublessee. Sublessee
must obtain Sublessor's prior written consent for any other alterations to the Subleased Premises
desired by Sublessee.
15. SIGNAGE. Sublessee acknowledges that Sublessor has granted the Church the right to
place one sign upon the low brick wall near Montgomery Street on the Subleased Premises,
subject to all applicable municipal sign ordinances. Sublessee leases the Subleased Premises
subject to the Church's right to place and maintain this sign, and Sublessee agrees not to remove
or alter the Church's sign without Sublessor's prior written consent. Upon commencement of
the Sublease Term, Sublessee (or its sub-subtenant) may identify up to 120 of the existing 148
regular, non-handicapped parking spaces to mark as reserved spaces for designated employees of
Sublessee's sub-subtenant during the hours of 5:00 a.m. until 6:00 p.m. Mondays through
Fridays. The remaining 28 spaces may be identified as spaces for visitors and employees of
Sublessee's sub-subtenant during the hours of 5:00 a.m. until 6:00 p.m. Mondays through
Fridays, but these remaining 28 spaces may not be reserved for a particular individual.
Sublessee (or its sub-subtenant) may post signs indicating the reserved spaces and the visitor and
employee parking during these designated hours, but these signs may not reference towing or
possible search of vehicles. The locations and design of these signs are subject to Sublessor's
prior approval.
16. DISCLAIMER: Sublessee has had the opportunity to make inspections of the
Subleased Premises. Sublessor specifically disclaims any warranty, guarantee, or representation,
oral or written, past, present, or future concerning (i) the nature and condition of the Subleased
Premises, including but not by way of limitation, the water, soil, geology, and the general
suitability of the Subleased Premises for any activities and uses which Sublessee may elect to
conduct thereon, (ii) the manner, construction, condition, and state of repair of any
improvements located on the Subleased Premises, and (iii) the compliance of the Subleased
Premises with any laws, rules, ordinances, or regulations of any government or other body. This
Sublease is made on an "as is" basis, and Sublessee expressly acknowledges that in consideration
of the agreements of Sublessor in this Sublease, Sublessor MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION,
SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF
THE PROPERTY.
17. CONDEMNATION AND CASUALTY:
(a) If the title to all or substantially all of the Subleased Premises is taken by condemnation
proceedings or any right of eminent domain, this Sublease will terminate on the date of such
taking, and Sublessor shall be entitled to receive the proceeds resulting from such taking.
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Sublessee waives any right to any compensation attributable to its leasehold interest in the
Subleased Premises.
(b) If the Subleased Premises are damaged by fire, unavoidable accident, or other casualty,
Sublessee shall restore the Subleased Premises to the extent required for its continued use as a
parking area.
18. EXPIRATION OR TERMINATION: In the event of the expiration or termination
of this Sublease for any reason, the obligations and liabilities of Sublessee, actual or contingent,
under this Sublease which have arisen but which have not been performed or satisfied shall be
terminated except any liens or encumbrances caused by Sublessee or any rental or other
payments due and owing Sublessor by Sublessee. If for any reason at any time during the Term,
the Fort Worth City Council fails to appropriate funds sufficient for Sublessee to fulfill its
obligations under this Sublease, then Sublessee may terminate this Sublease to be effective on
the later of(i) thirty (30) days following delivery by Sublessee to Sublessor of written notice of
Sublessee's intention to terminate, or (ii) the last date for which funding has been appropriated
by the City Council for the purposes set forth in this Sublease.
19. ADVANCES BY SUBLESSOR: If Sublessee fails to make or perform any payment
or act on its part to be made or performed under this Sublease, then Sublessor may (but is not
required to), without waiving any default or releasing Sublessee from any obligation, after at
least fifteen (15) days prior written notice, make such payment or perform such act for the
account and at the cost and expense of Sublessee. All amounts so paid by Sublessor and all
necessary and incidental costs and expenses incurred in connection with the performance of any
such act by Sublessor from the date of the making of such payment or of the incurring of such
costs and expenses by Sublessor, shall be payable by Sublessee to Sublessor on demand.
20. EVENTS OF DEFAULT AND REMEDIES:
(a) An "event of default" shall occur if Sublessee fails to pay any monetary sum payable
under this Sublease or defaults in the performance of any other provision of this Sublease to be
performed by Sublessee and the default continues for thirty (30) days after the date Sublessee
receives a written notice from Sublessor of the non-performance.
(b) Whenever an event of default has occurred, Sublessor may, at its election, during the
continuance of the event of default, by written notice to Sublessee, terminate this Sublease,
whereupon Sublessee's estate and all right of Sublessee to the use of the Subleased Premises
shall terminate, but Sublessee shall remain liable as hereinafter provided. Upon this termination,
Sublessor shall have the immediate right of re-entry and possession of the Subleased Premises
and the right to remove any or all persons or property therefrom; and Sublessor may then hold,
possess, and enjoy the Subleased Premises free from any rights of Sublessee and any person
claiming through or under Sublessee. Sublessor shall then have the right to recover from
Sublessee:
(1) any and all amounts payable by Sublessee under this Sublease which may then be
due and unpaid or which may then be accrued and unpaid; and
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(2) any and all damages and expenses (including, without limitation, reasonable
attorneys' fees and expenses), which Sublessor sustains by reason of the breach of any provision
of this Sublease or the termination of this Sublease.
21. RELATIONSHIP: Neither Sublessor nor Sublessee shall be construed, by virtue of
this Sublease, to be the agent, partner,joint venturer, or associate of the other -- the relationship
between the parties at all times during the Term shall remain that of landlord and tenant.
22. NOTICES: Any notice provided for or permitted under this Sublease shall be made in
writing and may be given or served by (i) delivering the same in person to the party to be
notified, or (ii) depositing the same in the mail, postage prepaid, certified with return receipt
requested, and addressed to the party to be notified, or (iii) sending by telecopy, with a copy
thereof sent by registered mail on the same day. If notice is deposited in the mail pursuant to (ii)
or (iii) of this Section 21, it will be effective upon receipt or refusal. For the purpose of notice,
the addresses of the parties are, until changed as provided below, as follows:
If to Sublessee:
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: Director of Parks and Community Services
Telephone: 817-871-5704
Telecopy: 817-871-5724
with a copy to:
David Yett
City Attorney
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
If to Sublessor:
Southwestern Exposition and Livestock Show
Post Office Box 150
Fort Worth Texas 76101-0150
Attention: W. R, Watt, Jr.
Telephone: 817-877-2400
Telecopy: 817-877-2499
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or for delivery:
3400 Burnett Tandy Road
Will Rogers Memorial Center
Fort Worth, Texas 76107
Attention: W. R. Watt, Jr.
However, the parties may from time to time change their respective addresses, and each shall
have the right to specify as its address any other address upon at least ten days written notice to
the other party.
23. BINDING: Subject to the provisions of Section 5, all provisions contained in this
Sublease are binding upon, inure to the benefit of, and are enforceable by the respective
successors and assigns of Sublessor and Sublessee. The provisions of this Sublease may be
amended, waived, or terminated only by an instrument signed by Sublessor and Sublessee.
24. ENTIRE AGREEMENT: This Sublease contains the entire agreement of the parties
with respect to the Sublease of the Subleased Premises and may not be modified orally or in any
other manner than by an agreement in writing signed by all both parties or their respective
successors in interest.
25. MISCELLANEOUS: The headings to the various sections of this Sublease have
been inserted for convenient reference only and do not modify, define, limit, or expand the
express provisions of this Sublease. This Sublease is governed by and construed and enforced in
accordance with the laws of the State of Texas, and is subject to all applicable laws, statutes,
rules, regulations, ordinances, and orders, whether of such state or otherwise. If any action,
whether real or asserted, at law or in equity, arises on the basis of any provision of this Sublease,
venue for such action shall lie in the state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas --Fort Worth Division.
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Executed by Sublessor and Sublessee in multiple counterparts, each of which shall be
deemed an original, as of the date first above written.
SUBLESSOR: SOUTHWESTERN EXPOSITION AND
LIVESTOCK SHOW,
a Texas non-profit corporation
By: '&A
W. R. Watt, J ., President
SUBLESSEE: CITY FORT WORYH, TEXAS
By: L
Name:
Title: *>-7 Gly&6no"'C--
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Contract Authorizattiom Attes .
Date &k 116 City Secretary
Approved as to form and legality:
Ate,st Gsnr t, C' Attorney
The undersigned owner of the Subleased Premises consents to the above Sublease Agreement:
EVENT FACILITIES FORT WORTH, INC.,
a Texas non-profit corporation
By: &11
Name: !4/,z1,
Title: r4s:wl
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EXHIBIT "A"
Plat Showing Subleased Premises
to be attached
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/16/2003 - Ordinance No. 15806
DATE: Tuesday, December 16, 2003
LOG NAME: 80SUB2STOCKSHOW REFERENCE NO.: C-19908
SUBJECT:
Authorization to Enter into a Contract with the Southwestern Exposition and Livestock Show and to
Sub-Sublease with Midwestern Development & Realty Company for the Use of a Parking Lot, and
Adoption of Appropriation Ordinance
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute a sublease agreement with Southwestern Exposition and
Livestock Show for the use of a parking lot; and
2. Authorize the City Manager to execute a contract with Mid-Western Development & Realty Company
to sub-sublease a parking lot subleased to the City from the Southwestern Exposition and Livestock Show;
and
3. Adopt the attached appropriation ordinance increasing estimated revenue and appropriations in the
Special Trust Fund in the amount of $8,163 from available funds for the relocation of the greenhouses
located at the Botanic Garden.
DISCUSSION:
The City of Fort Worth has identified funding for Phase One of the Botanic Garden's Master Plan that
includes the construction and relocation of greenhouses to a parking lot on the west side of the Fort Worth
Botanic Garden ("Parking Lot"). This Parking Lot is leased to Mid-Western Development & Realty
Company ("MW") for the tenants of the building located at 2501 Montgomery Street (March 1, 1993, City
Secretary Contract No. 19597).
Event Facilities Fort Worth, Inc. is the owner of a parking lot located on approximately 1.260 acre tract of
land located north of 2501 Montgomery Street. This lot is leased to the Southwestern Exposition and
Livestock Show. The City has requested to sublease the parking lot ("Stock Show Lot") in order to
accommodate the parking needs of Mid-Western Development & Realty Company as a result of the
greenhouse relocation at the Fort Worth Botanic Garden.
The term of the sublease between the City and the Southwestern Exposition and Livestock Show begins
January 1, 2003, and continues for 36 months, until December 31, 2006. There is an option to renew the
lease for two one-year options. The rental rate is $1.00 per year. In addition, the City has agreed to pay
the ad valorem real estate property taxes and assessments estimated to be approximately $900 per
year. Other terms of the agreement includes a provision to sublet the Stock Show Lot, assignment of
utilities, indemnification, insurance requirements, and maintenance responsibilites.
Logname: 80SUB2STOCKSHOW Page 1 of 2
In order to accommodate the parking needs of MW due to the loss of parking spaces as a result of the
relocation of the Fort Worth Botanic Garden greenhouses, the City has agreed to sub-sublease the Stock
Show Lot to MW. The term of the sub-sublease is for 36 months, with an additional two one-year options
for $8,163 a year as rental for the lease. If the sublease between the Southwestern Exposition and
Livestock Show and the City is renewed beyond the two one-year renewal terms, the rent for the sub-
sublease will be $9,800 a year for an additional five years.
As mutually agreed upon between the City and MW, the City will conduct repairs on the Stock Show Lot
including paving, striping, and security light installation. Additional terms of the sub-sublease include
indemmification, insurance requirements, utility service, and ongoing maintenance of the Stock Show Lot
being the responsibility of MW.
This Mayor and Council Communication (M&C) corresponds with M&C C-19909, Amendment to City
Secretary No. 19597 between the City of Fort Worth and Mid-Western Development & Realty
Company. Attached is an aerial photograph of the parking lot area.
The Botanic Garden is a citywide facility that is located in COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that upon adoption of the attached appropriation ordinance, funds will be
available in the current operating budget, as appropriated, of the Special Trust Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
FE72 488692 080502101010 $8,163.00 FE72 539120 080502101010 $1.00
FE72 VARIOUS 080502101010 $8,163.00
Submitted for City Manager's Office bv: Libby Watson (6183)
Originating Department Head: Randle Harwood (Acting) (5704)
Additional Information Contact: Sandra Youngblood (5755)
Logname: 80SUB2STOCKSHOW Page 2 of 2