HomeMy WebLinkAboutContract 19725-A12 �\�1 2 3 4 S s OFFICIAL RECORD CITYSECRETARII'
CITY SECRETARY CONTRACT N0.
RECEIVED FT`WORTH,TX
MAY 2 2 City Secretary Contract No. 19725-Al2
2016
r CITY OF FORT WORTH •,
CITYSECRErARY
AMENDMENT TO CITY SECRETARY CONTRACT NO. 19725,
�l�� AS AMENDED BY CITY SECRETARY CONTRACT NOS.
S b C Z IV 20829,27471,27897,29074,33409,34457,36659, 19725-A8, 19725-A9,
19725-A10,and 19725-A11
LEASE AGREEMENT WITH
SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW
This AMENDMENT TO CITY SECRETARY CONTRACT NO. 19725, as previously
amended ("Amendment"), is made and entered into by and between the City of Fort Worth ("Lessor"),
a home-rule municipal corporation, acting herein by and through its duly authorized Assistant City
Manager, and Southwestern Exposition and Livestock Show ("Lessee"), 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, 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, Lessor and Southwestern Exposition and Fat Stock Show, as
the lessee, entered into City Secretary Contract (CSC) No. 14071, on file in the Office of the City
Secretary of Fort Worth, under the terms of which certain facilities at the Will Rogers Memorial Center
were leased to the lessee for the purpose of conducting the Southwestern Exposition and Fat Stock Show;
WHEREAS, on June 26, 1989, Lessor and Southwestern Exposition and Fat Stock Show, as the
lessee, entered into CSC No. 17195 which amended CSC No. 14071 in its entirety to, among other things,
evidence Southwestern Exposition and Fat Stock Show's name change to Southwestern Exposition and
Livestock Show, change the names of certain of the leased facilities, extend the term of the lease, and add
certain payment provisions;
WHEREAS, on June 4, 1993, Lessor and Lessee entered into CSC No. 19725, which amended
CSC No. 17195 in its entirety to, among other things, add certain real property to the leased facilities,
provide funding for the cost of construction of a livestock building, extend the term of the lease, and add
certain payment provisions;
WHEREAS, on February 7, 1995, Lessor and Lessee entered into CSC No. 20829, amending
CSC 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 CSC No. 19725;
WHEREAS, on January 28, 2002, Lessor and Lessee entered into CSC No. 27471, further
amending CSC No. 19725, to release the obligation of Lessee to share revenue received from the Harley
Street parking lot during the annual Stock Show and Rodeo;
WHEREAS, on August 5, 2002, Lessor and Lessee entered into CSC No. 27897, further
amending CSC No. 19725, to delete from the leased facilities the parking areas occupied by the National
Cowgirl Museum and Hall of Fame and the areas designated for the plaza and future Cattle Raisers
Museum;
WHEREAS, on September 18, 2003, Lessor and Lessee entered into CSC No. 29074, further
amending CSC No. 19725, to provide for a reimbursement to Lessee for the cost of repairing and
replacing infrastructure improvements to the Will Rogers Coliseum Backstage Club;
Amendment to CSC No. 19725,as amended Page 1 of 6
WHEREAS, on January 5, 2006, Lessor and Lessee entered into CSC No. 33409 for the purpose
of leasing approximately twelve acres located at 3409 Harley Avenue for use as parking by Lessee during
the annual Stock Show and Rodeo;
WHEREAS, on December 28, 2006, Lessor and Lessee entered into CSC No. 34457, further
amending CSC No. 19725, to delineate a hiring schedule and assistance by City staff during the Stock
Show and Rodeo, to add a provision for indemnification, and to provide for the payment of funds to
Lessee for marketing and promotion of the Stock Show and Rodeo;
WHEREAS, on February 22, 2008, Lessor and Lessee entered into CSC No. 36659, further
amending CSC No. 19725, to provide for a reimbursement to Lessee for the cost of repairing and
replacing infrastructure improvements for restrooms at the Will Rogers Coliseum Backstage Club;
WHEREAS, on February 22, 2012, Lessor and Lessee entered into CSC No. 19725-A8,
amending CSC No. 19725 to update the Leased Premises and institute a process to address maintenance
issues;
WHEREAS, on December 10, 2014, Lessor and Lessee entered into CSC No. 19725-A9,
amending CSC No. 19725 to (1) update the boundary and status of the Leased Premises, (2) extend the
term, and(3) modify the rental structure;
WHEREAS, on May 9, 2017, Lessor and Lessee entered into CSC No. 19725-A10, amending
CSC No. 19725 to (1) update the boundary and status of the Leased Premises and (2) provide for a
reimbursement to Lessee for the cost of replacement of bucking chutes;
WHEREAS, on October 10, 2017, Lessor and Lessee entered into CSC No. 19725-A11,
amending CSC No. 19725 to provide for the performance of certain design and construction changes to
the office portion of the Leased Premises and the donation of one-half of the cost of said project to the
City of Fort Worth;
WHEREAS,these amendments to CSC No. 14071 are on file in the Office of the City Secretary
as CSC Nos. 17195, 19725, 20829, 27471, 27897, 29074, 33409, 34457, 36659, 19725-A8, 19725-A9,
19725-A10, and 19725-A1 l (collectively,the "Lease");
WHEREAS,the issuance of taxable bonds were authorized by City Council (M&C G-19020) to
fund, among other things, certain improvements, renovations and related infrastructure work on Cattle
Barns One and Two and the Poultry Barn(collectively the "Cattle Barn Project");
WHEREAS,Lessee has offered to contribute to the costs of the Cattle Barn Project by increasing
its annual rental payment over the next thirty (30) years in order to provide the City with an additional
rental amount that equals one-half of the costs of issuing and repaying the debt associated with the Cattle
Barn Project; and
WHEREAS,to accomplish this goal, Lessor and Lessee desire to amend the Lease(1) to extend
the term of the Lease by thirteen (13) years to expire in 2048, and (2) to modify the rental structure to
provide additional rental payments in an amount equal to one-half of the cost of the Taxable Bonds for the
Cattle Barn Project.
Amendment to CSC No. 19725,as amended Page 2 of 6
NOW,THEREFORE,KNOW ALL PERSONS BY THESE PRESENTS
That Lessor and Lessee in consideration of the mutual covenants and agreements contained
herein, do mutually covenant and agree that the Lease is amended as follows:
1.
In order to extend the term of the Lease, Subsection 1(A) of the Lease (entitled "Leased
Premises") is hereby amended to delete the phrase "2035 Southwestern Exposition and Livestock Show
or April 30, 2035" and replace with the phrase "2048 Southwestern Exposition and Livestock Show or
April 30, 2048".
2.
In order to modify the rental structure to memorialize Lessee's agreement to fund one-half of the
cost of the Special Tax Revenue Bonds, Taxable Series 2017B for the Cattle Barn Project, with Lessee's
maximum commitment to be $13,679,893.61, to be paid by Lessee over a period of thirty (30) years,
Section 2 of the Lease(entitled"Rental") is hereby amended to add the following subsection(I):
"(I) The parties acknowledge and agree that Lessor has undertaken to make certain
improvements, renovations, and related infrastructure enhancements for the work on
Cattle Barns One and Two and the Poultry Barn (collectively the "Cattle Barn Project")
and that in order to finance these improvements, Lessor issued Special Tax Revenue
Bonds, Taxable Series 2017B ("Cattle Barn Project Bonds"). In support of the Cattle
Barn Project, Lessee agrees, in addition to any base rent and any other fees or rent set
forth in the Lease and except as otherwise provided in the-next paragraph, to contribute
one-half of the principal and interest debt service payments on the Cattle Barn Project
Bonds, with Lessee's total debt service payments not to exceed a total of$13,679,893.61
over the thirty (30) year issuance period of the Cattle Barn Project Bonds, with such
amount to be paid by Lessee to Lessor in semiannual installments in accordance with the
amortized payment schedule set forth in Exhibit "E", which is attached hereto and
incorporated herein for all purposes.
The parties acknowledge and agree that it is their intent to share equally in the debt
service payments on the Cattle Barn Project Bonds issued to finance the Cattle Barn
Project, including any savings thereon. To the extent that Lessor realizes actual savings
on the amounts identified in the debt service schedule, whether from debt refunding or
refinancing or from lower-than-anticipated actual Cattle Barn Project costs, such savings
shall be allocated equally between the parties or programmed to another mutually agreed
eligible project.
To determine Cattle Barn Project costs and savings, on final completion of the Cattle
Barn Project, Lessor shall provide Lessee with a written final accounting showing (i) the
actual costs of the Cattle Barn Project and (ii) the difference between such actual costs
and the Cattle Barn Project budget of $15,598,000. To the extent actual costs are less
than the budget, such difference shall be deemed Cattle Barn Project Savings.
The parties may, by mutually executed written instrument, agree to use the Cattle Barn
Project Savings toward another eligible project located on or adjacent to the Will Rogers
Memorial Center. If no other eligible project is agreed to, Lessor may(i)apply the Cattle
Barn Project Savings to a one-time cash defeasance of the Cattle Barn Project Bonds,
resulting in a revised debt service schedule, or (ii) deposit the Cattle Barn Project
Savings in the debt service fund for purposes of making future payments on the Cattle
Amendment to CSC No. 19725,as amended Page 3 of 6
Barn Project Bonds, resulting in a credit against future debt service payments from the
parties — in either instance with one-half of the Cattle Barn Project Savings being
allocated to Lessee. The amount and form of any Cattle Barn Project Savings allocation
will be documented in writing.
Any revised payment plan on the Cattle Barn Project Bonds shall be set forth in a written
amendment to this Lease and to Exhibit "E". Lessee shall continue to make additional
rental payments in the same amount and manner as set forth on the attached Exhibit "E"
until such time as any revised payment plan has been incorporated into the Lease through
the above-required written amendment. The parties understand and acknowledge that
Lessor has the sole and absolute right to refund/refinance the Cattle Barn Project Bonds,
and nothing contained herein shall prevent Lessor from executing any and all necessary
documentation to achieve the same.
The parties further acknowledge and agree that upon the payment in full of the additional
rent as set forth in this subsection (I) and on Exhibit "E" and the payment in full of the
additional rent as set forth in subsection (H)and on Exhibit"D"(as memorialized in City
Secretary Contract Number 19725-A9), Lessee shall have no further additional rent
obligations, except as may be provided in a future amendment to this Lease."
3.
All terms in this Amendment that are capitalized but not defined shall have the meanings
assigned to them in the Lease.
4.
All terms and conditions of the Lease that are not expressly amended pursuant to this Amendment
shall remain in full force and effect.
IN WITNESS WHEREOF,this instrument is executed in duplicate originals in Fort Worth,
Tarrant County, Texas, this,"day of_ �. , 2018.
LESSOR: LESSEE:
CITY OF FORT WORTH SOUTHWESTERN EXPOSITION
AND LIVESTOCK SHOW
By; �f2� .,,1..t✓ By.
S san Alais Edward P. Bass
Assistant 1 Manager Chairman of the Board
A �y:
ttested V;:'• ''•� y:
Bradf S. Barnes
J�A
Presi ent
L
Allison Tidwell,Aeslitest to the City Se6re ....
S....• OFFICIAL RECORD
Amendment to CSC No. 19725,as amended CITY SECRETANXe of 6
vT WORTH,TX
E
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.
4n8rea Wiry ,
Name of Em to ee/Si e
A6-z,
Title
❑ This form is N/A as No City Funds are associated with this Contract
Printed Name Signature
F:tbibit"F.`
PAYMENT SCHEDULE:
Payment Due Payment Amount Annual Pmt
03/01/2018 308,136.78
09/01/2018 148,835 59 456,972.37
03/01/2019 308,835.59
09/01/2019 147,301.19 456,136 78
03/01/2020 309,801.19
09/01/2020 145.51613 455.311.32
03/01/2021 313,016.13
09/01/2021 143,581 50 4S6,597.63
03/01/2022 313,581.50
09/01/2072 141,448.00 455,029.50
03/01/7023 316,448.00
09/01/2073 139,081.25 455,S35.25
03/01/2024 319,087.25
09/01/7024 136,452.05 455,539.30
03/01/2025 321,452.05
09/01/2025 133,Sb1.43 455,013.48
03/01/2026 126,061.43
09/01/2026 130,457.37 456,51819
03/01/2027 327,957,37
09/01/2027 127,124.55 455,081.92
03/01/2028 332,124.55
09/01/2028 121,511.43 455,635.98
03/01/2029 336,011.43
09/02/2029 119,681.12 455,697 54
03/01/2030 339,681.12
09/01/2030 115,550.62 455,231.73
03/01/2031 345,S50.62
09/01/1031 111,117 37 456,667 98
03/01/2032 348,617.37
09/01/2032 106,420-80 455,03817
03/01/2033 353,920.80
09/01/2033 101,361.90 455,282 70
03/01/2034 361.36190
09/01/2034 96.047 50 457,409.40
03/01/2035 366.047 50
09/01/2035 90,528.70 456,576.20
03/01/7036 370,528.70
09/01/2036 84,805 50 455,334.20
03/01/2037 317,305.50
09/01/2037 78,876.80 456.132.30
03/01/2038 383,82680
09/01/2038 72,363,85 456,190.65
03/01/2039 389.863 85
09/01/7039 65,b3b.03 455,499.88
03/01/2040 398,13b.03
Amendment to CSC No. 19725,as amended Page 5 of 6
09/01/1040 58,590 3% 456,126,38
03/01/2041 406,090.3 5
09/01/2041 51,226.83 451,317.18
03/01/2042 413,726.83
09/01/2042 43,545.45 457,2/2.28
03/01/2043 421,045.45
09/01/2043 35,546 23 456,591,68
03/01/2044 428,046.23
09/01/2044 27,22915 455,275.38
03/01/2045 437,229.15
09/01/2045 18,541.25 455,770,40
03/01/2046 446,041.25
09/01/2046 9,482.53 455,523.78
03/01/2047 456 982.53 4S6_982.53
13,679,893.61
Amendment to CSC No. 19725,as amended Page 6 of 6
M&C Review Page I of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FOR 11
COUNCIL ACTION: Approved on 8/29/2017
71
DATE: 8/29/2017 REFERENCE C-28361 LOG 25STOCKSHOWAMENDMENT17-
NO.: NAME: CATTLE BARN I
CODE: C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of Amendment to Lease Agreement with the Southwestern
Exposition and Livestock Show for Use of Will Rogers Memorial Center(City Secretary
Contract No. 19725, as Previously Amended) to Extend Term and Modify Rental
Structure and Authorize Payment of$185,557.94 from Bond Proceeds for Design and
Engineering Costs for the Cattle Barn Project (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of an amendment to City Secretary Contract No. 19725, as previously
amended, a Lease Agreement with the Southwestern Exposition and Livestock Show for the following
purposes:
(a) extending the term for an additional thirteen years to expire in 2048; and
(b) modifying the rental structure to memorialize the Southwestern Exposition and Livestock
Show Agreement to contribute to the funding of certain improvements, renovations and related
infrastructure for Cattle Barns One and Two, and the Poultry Barn at the Will Rogers Memorial
Center with a total commitment of$13,679,893.61 to be paid over a period of thirty years;
and
2. Authorize payment to the Southwestern Exposition and Livestock Show of$185,557.94 from bond
proceeds for previously incurred design and engineering costs for the Cattle Barn Project.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to take actions associated with
implementation of and payment for improvements at the Will Rogers Memorial Center consisting of
certain improvements, renovations and related infrastructure work on Cattle Barns One and Two and
the Poultry Barn (collectively the Cattle Barn Project).
The City and the Southwestern Exposition and Livestock Show(SWELS) are currently parties to a
Lease Agreement for the annual use of the Will Rogers Memorial Center(WRMC), which permits
SWELS to occupy the entire WRMC complex during its annual event(City Secretary Contract No.
19725, as amended by City Secretary Contract Nos. 20829, 27471, 27897, 29074, 33409, 34457,
36659 and 19725-A8, 19725-A9 and 19725-A10) (Lease). Pursuant to the Lease, SWELS has a
continuing interest in assisting the City in maintaining and updating the WRMC facilities.
In June, the City Council authorized issuance of Taxable Bonds to fund, among other things, the
Cattle Barn Project(M&C G-19020). SWELS has offered to contribute to the costs of the Cattle Barn
Project by increasing its annual rental payment over the next thirty (30) years in order to provide the
City with an additional rental amount that equals one-half of the costs of issuing and repaying the debt
associated with the Cattle Barn Project. To accomplish this goal, Staff is recommending that the term
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24760&councildate=8/29/2017 5/23/2018
M&C Review Page 2 of 2
of the Lease be extended and the rental structure be modified to account for such payment as set
forth below and in the attached exhibit.
Extended Term: The term for the City's repayment of the Taxable Bonds is 30 years; however, the
Lease is scheduled to expire in 2035. In order to accommodate the SWELS contributions to the
Project, Staff is requesting that the Lease be extended an additional 13 years, with expiration to occur
at the conclusion of the SWELS 2048 event.
Investment: The requested amendment will also modify the rental structure in the Lease to
memorialize the SWELS Agreement to provide additional rental payments in an amount equal to one-
half of the cost of the Taxable Bonds for the Cattle Barn Project, with a total additional rental
commitment of$13,679,893.61 to be paid over a period of 30 years. The total commitment by
SWELS is capped at the above-stated amount; however, in the event the City is able to refinance the
Taxable Bonds under more favorable terms, SWELS additional rental payments would be reduced to
reflect the impact of any future savings the City realizes on the debt. The additional rental payments
will be paid in March and September of each year per the repayment schedule attached hereto as an
exhibit.
Payment of Design Costs: In order to facilitate the Cattle Barn Project moving forward as quickly as
possible, SWELS provided short-term funding for certain design and engineering work associated
with the Cattle Barn Project. Approval of the second recommendation in this M&C authorizes use of
$185,557.94 to pay SWELS for the actual costs that it incurred.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that the Public Events Department will be responsible for the
collection of funds due to the City under this contract.
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 I Year (Chartfield 2)
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Kirk Slaughter (2501)
Additional Information Contact: Kirk Slaughter (2501)
ATTACHMENTS
EXHIBIT-PAYMENT SCHEDULE2018.pdf
Form 1295 ID 19725 dated 8-22-17.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24760&councildate=8/29/2017 5/23/2018
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos. 1-4 and 6 it there are interested parties. OFFICE USE ONLY
Complete Nos. 1,2,3,5,and 6 J there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-252729
Southwestern Exposition &Livestock Show
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/22/2017
being filed.
City of Fort Worth, Texas Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
19725
Amend the contract to extend the term and modify to allow for repayment of funding associated with certain improvements at Will
Rogers Memorial Center
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party. ❑
X
6 AFFIDAVIT I swear,or affirm, under penalty of perjury,that the above disclosure is true and correct.
SUSAN L. MITCHELL 7
ar.
Notary PubhC,State Of lext7S -
_: My Commission Expires -
•., ,{ Augst 03, 2016
9 5igr ture of authorized agent of contracting business entity
AFFIX NOTARY STAMP I SEAL ABOVE
Sworn to and subscribed before me,by the said rJ/GZC!-f(J rC t S. �Gtrfn S this the day of
20 ! to certify which,witness my hand and seal of office.
_� L(San �-•/vf r-f �1l Az�m r n. ,fit ss 15+a n-f'
Signature of officer administ ring oath Printed narne of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Comm€ssion www.etNcs.state.tx.us Version V1.0.3337