HomeMy WebLinkAboutContract 19725-A14CSC No. 19725-A14
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AMENDM�NT NO. 14 TO CITY S�CR�TARY CONTRACT NO. 19725,
AS AMEND�D BY CITY S�CRETARY CONTRACT NOS.
20829, 27471, 27897, 29074, 33409, 34457, 36659, 19725-A8, 19725-A9,
19725-A10, 19725-A11, 19725-Al2, and 19725-A13
L�ASE AGREEMENT WITH
SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW
This AM�NDMENT TO CITY S�CR�TARY CONTRACT NO. 19725, as previously
amended ("Amendment"), is made and entered into by and beriveen the City of Fort Worth ("Lessor"),
a home-rule municipal corporation, acting herein by and through Jesus J. Chapa, its duly authorized
Deputy City Ma�lagec, and Southwestern Eapositioii and Livestock Sllow ("Lessee"), a nonprofit
livestock and civic corporation organized under the laws of the State of TeYas, acting herein by and
through its Chairman of the Board of Directors and its President, said officers being authorized and
instcucted to eYecute this instrument by i•esolution passed by the Board of Directors of said corporation.
WHER�AS, on October 30, 1984, Lessor and Southwestern Exposition and Fat Stock Show, as
the lessee, entered into City Secretaiy Contract (CSC) No. 14071, on file in the Office of the City
Secreta�y of Fo�•t Wortl�, under the terms of which ceirtain facilities at the Will Rogeis Memorial Center
("WRMC") were leased to the lessee for the purpose of conducting the Southwestern Etposition 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 othe►� things,
evidence Southwestertl E;cposition and Fat Stock Show's name change to Southwestern Expositioil and
Livestock St�ow, change the iiames of certain of the leased facilities, extend the term of the lease, and add
certain payment provisions;
WHER�AS, on June 4, 1993, Lessor and Lessee entered into CSC No. 19725, which amended
CSC No. 17195 in its entirety to, among other tllings, 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;
WHER�AS, on February 7, 1995, Lessor and Lessee entered into CSC No. 20829, amending
CSC No. 19725, to pi•ovide foi• i•eductions in the base rental due to wlanticipated cost inci•eases in the
const►•uction of the livestock building under the terms and commitments of CSC No. 19725;
WHEREAS, on Januaiy 28, 2002, Lessor• and Lessee entered into CSC No. 27471, further
amending CSC No. 19725, to release the obligation of Lessee to share i•evenue ►•eceived fi•om the Harley
Street parking lot during the annual Stock Show and Rodeo;
WHER�AS, on August 5, 2002, Lessor and Lessee entered into CSC No. 27897, fiirthei•
amending CSC No. 19725, to delete from the leased facilities the packing areas occupied by the National
Cowgirl Museum and Hall of Fame and the areas designated for the plaza and future Cattle Raisers
Museum;
Amendment No. l4 ro CSC No. 19725, as amended
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
WIIIER�AS, on September 18, 2003, Lessor and Lessee entered into CSC No. 2907�I, further
amending CSC No. 19725, to provide for a r•eimbursement to Lessee for the cost of repairing and
replacing infi�astructure improvetnents to the Will Rogecs Coliseutn Backstage Club;
WHEREAS, on January 5, 2006, Lessoc and Lessee entered into CSC No. 33409 for the p�u�pose
of leasing approYimately twelve acres located at 3409 Harley Avenue for use as parking by Lessee d�u•ing
the annual Stock Show and Rodeo;
WH�REAS, 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 dtu•ing tlle Stock
Show and Rodeo, to add a provision for indemiliiication, and to provide foi• the payment of funds to
Lessee for mai•lceting and pcomotion of the Stocl< Show and Rodeo;
WHEREAS, on February 22, 2008, Lessor and Lessee entered into CSC No. 36659, fiu•ther
amending CSC No. 19725, to provide for a ceimbursement to Lessee for the cost of repairing and
replacing infi•astructu►•e improvements for i•esti•ooms at the Will Rogers Coliseuu� Backstage Club;
WHER�AS, on Februaiy 22, 2012, Lessor and Lessee entered into CSC No. 19725�A8, further
amending CSC No. 19725 to update tlie Leased Pcemises and institute a process to address maintenance
isst�es;
WHER�AS, on December 10, 2014, Lessor and Lessee entered into CSC No. 19725-A9, further
ameuding CSC No. 19725 ro(1) update the boundaiy and status of the Leased Premises, (2) extend the
tertn, and (3) modify the rental structure;
WHEREAS, on May 9, 2017, Lessor and Lessee enteced into CSC No. 19725-A 10, further
amending CSC No. 19725 to (1) update the boundaiy and status of tlie Leased Premises, and (2) pi•ovide
for a reiinbursement to Lessee for the cost of replacement of bucking chutes;
WHEREAS, on Octobei• 10, 2017, Lessor and Lessee entered into CSC No. 19725-A11, fucther
amending CSC No. 19725 to provide for the performance of ce►-tain design and consh�uction changes to
the office portion of the Leased Premises and the donation of one-half of the cost of said project to
Lessor;
WH�R�AS, on May 16, 2018, Lessor and Lessee entered into CSC No. 19725-A 12, further
amending CSC No. 19725 to provide for (1) an extension of the term of the Lease by thirteen (13) years
to eYpire in 2048, and (2) to modify the rental structure of the Lease to provide additional rental payments
equal to one-half of the cost of issuing and repaying TaYable Bonds issued by Lessor for certain
improvements, renovations, and related infrash•ucture work on Cattle Barns One and Two and the Poultiy
Barn in the WRMC;
WHEREAS, on Septembei• 6, 2018, Lessor and Lessee entered into CSC No. 19725-A 13, further
amending CSC No. 19725 to allow savings from the project to renovate Cattle Barns One and Two and
the Poultiy Barn to be used towai•d the construction of the fence along Harley Avenue located within or
adjacent to the WRMC;
WHEREAS, these amendments to CSC No. 14071 are on file in the Office of the City Secreta►y
as CSC Nos. 17195, 19725, 20829, 27471, 27897, 29074, 33409, 34457, 36659, 19725-A8, 19725-A9,
19725-A 10, 19725-A 11, 19725-A 12, and 19725-A 13 and together with CSC No. 14071 collectively
constitute and are referred to herein as the "Lease";
Amendment No. Id to CSC No. 19725, as amended Page 2 of 5
W�I�R�AS, due to the outbceak of COVID-19, a respiratoiy disease caused by a ne�v strain of
coronavirus, which has been characterized by the World Health Organization as a pandemic, numerous
federal, state, and local declarations and policies were adopted to lirnit large, in-person gatherings in an
effort to deter the spread of the virus and lessen its impact on populations and health systems;
WHEREAS, in compliance with the i•ecom�nendations of public health off'icials, includi��g the
Centers for Disease Control and Prevention and the World Health Organization, Lessee has cancelled the
2021 Stock Show and Rodeo to protect the residents of Fo�•t Wo�rth from further spread of COVID-19, as
well as to protect the health and safety of tlle over one �nillion visitors, e�hibitors, competitors,
volunteers, and staff who attend and participate in the inany events comprising the annual Stock Show
and Rodeo;
WHEREAS, Lessor has proposed, and Lessee has agreed, that, in light of the cancellation of the
2021 Stock Show and Rodeo due to circumstances beyond the control of Lessee and in order to futher the
Lessor's public-intei•est goal of slowiiig the spread of the novel Coronavirus, Lessor will allow for a
�vaiver of the base rental that would otherwise be due to Lessor under the Lease for 2021;
WHER�AS, due to the outbreak of COVID-19, both pai�ties have recognized the need to add a
force maje�u�e clause to the Lease that will provide guidance in tlie event similai• acts of God like the
COVID-19 outbreak occur in the future.
NOW, THEREFOR�, KNOW ALL P�RSONS BY TH�SE PRESENTS,
That Lessor and Lessee in consideration of the mutual covenants and agreements contained
herein, do mutually covenant and agree that tlle Lease is amended as follows:
�
Section 2(a) of the Lease (as amended) is heceby amended for tlle year 2021 only as follows:
Due to the unprecedented effect of the novel Coronavirus, the effects of which are
specifically detailed in the above whereas clauses, and in consideration of Lessee
cancelling the 2021 Stock Show and Rodeo which will benefit the general public and
contribute to the Lessor's public health and safety intitiatives to reduce the spread of the
novel Coronavirus, the reutal struct�u•e foi• 2021, Section 2 of the Lease (entitled "Rental")
is amended to pcovide that Lessee shall have no obligation to pay any base rental under the
Lease for 2021. All other payment obligations of Lessee �mder the Lease, other than
payment of 2021 base rental, shall continue in full force and effect, and Lessee's
obligation to pay base i•ental as pcovided in the Lease shall be reinstated foi• 2022 and
subsequent yeais.
2.
The Lease is furthe►• amended by adding Section 18 "Force Majeut•e" to the Lease as follows:
Amendment No. 14 [o CSC No. 1972�, as amended Page 3 of �
18.
FORCE MAJEURE
Lessor and Lessee will e�eccise their best efforts to meet their respective duties and
obligatioi�s as set forth ii� this Agreement, but will not be t�eld liable fo►• any cielay or
omission in pe►•formance due to acts of God; strikes, lockouts, or otller industrial
distucbances; acts of public euemies; wars; blockades; insurrections; riots; epidemics;
pandemics; public health crises; earthquakes; fires; floods; restraints or pi•ollibitions by
any court, board, department, commission, o�� agency of the United States oc of any state;
declaration of a state of disaster or emergency by the federal, state, county, oc City
government in accordance �vith applicable law; any arcests and restraints; civil
disturbances; or e;cplosions; or some other reason beyond the party's reasonable control
(each, a"Force Majeure EvenY'). The performance of any such obligation is suspended
during the period of, and only to the eatent of, such prevention or hindrance, provided tl�e
affected Pat�ty provides notice of tl�e Force Majeure Event, and an e�planation as ro how
it prevents oi• hinders the Party's performance, as soon as reasonably possible, with the
reasonableness of such notice to be determined by the Lessor in its sole discretion. The
❑otice required by this section tnust be addressed and delivered by the party claiming tlle
Force Majetn�e Event to the no�1-affected pa��ty by electronic mail oc written hard copy. If
notice is sent to the City, it will be directed to the Public Events Director, within the
Public Eveilts Depa��tment via electronic mail at PED.Director cr fortworthteYas.gov or by
certified mail to City of Fort Wocth, Public Events Department, Attn: Public Events
Director, 1201 Houston Street, Fort Wocth, Texas 76102, and if to the Southwestecn
E�position and Livestocic Show, to the Stock Show President and General Manager via
hand deliveiy to 3400 But�nett Tandy Drive, Fort Worth, Texas 76107, Attn: President
and General Ivlanager or by certified mail to P.O. BoY 150, Fort Worth, Texas 76101-
0150. If a Force Majeure Event occur�s, Lessor and Lessee shall conduct negotiations in
good faith ro determine an equitable remedy for the Force Majeure Event. These
negotiations shall include a revie�v of the impact of the Force Majeure Event on the
parties' respective cights and obligations such as, without limitation, the unavailability of
any of the Leased Premises for use by Lessee due to the Force Majeure Event, the costs
inc�n•red by Lessee in procuring substitute facilities, performing emeigency repairs, or
procw�ing substitute seivices or labor due to the Force Majeure Event, or the full or
partial cancellation of the Stock Show and Rodeo due to the Force Majeure Event.
3.
All terms in this Amendment that are capitalized but not defined shall have the meanings
assigned to them in the Lease.
4
All tecros and conditions of the Lease that are not expressly amended pursuant to this Amendment
shall remain in full force and effect.
(Sig�lntrrre pnge to fol/ow)
Amendment No. ld to CSC No. 19725, as amended Page 4 of 5
lN WITNES� WHEREOF, this instrume�it is executed in dtiplicate originals in Foirt Worth,
Tarcant Colinty, TeYas, tllis day of
2021.
L�SSOR:
CITY OF FOI�'T ��RTH
By� �esu� i�,�,'n,��asrnr)
Name: Jesus J. Chapa
Title: Deputy City Manager
Date: , 2021
APPROVAL R�COMM�NDGD:
rw.��.
By Michael E Crum (Mar 15, 202116:09 CDT)
Name: Michael Ccum
Title: Public Facilities and Events Director
CONTRACT COMPLIANC� MANAG�R:
By signing I acknowledge that I a�n the peison
responsible for the monitoring and ad�ninish�ation
of this contract, including ens�n�ing all
perfor�nance and reporting require�nents.
%
B,y: _i - �„�� ����
Naine: Kevin Kemp , ,
Title: Assistant Public �Facilities and Events
Director
�PPROV�D AS TO FORM AND
L,�GALITY:
ATT�S`I':
By ������'�
Name: Ma�y Kayser
Title: City Secretary
L�SSE�:
SOUTHW�STERN EXPOSITION AND
LIV�STOCK SHOW
�' ��i'
BY: � � -�. �'�i���
Name: dward . a�
Title: Cliairir�n of tlie Boal•d
�
By: /.i_ '� � �� � � �
Name: Bi�adford S arnes
Title: President
Date: � '-� . <-2 /
Amendment No. ld to CSC No. 19725, as amended
BY��;��.-_ _///r,/���
Name: Thomas . �ansen
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 21-0122
Form 1295 No.:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX