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HomeMy WebLinkAboutContract 19725-A15City Secretary Contract No. 19715-A15 AMENDMENT NO. 15 TO CITY SECRETARY CONTRACT NO. 19725, AS AMENDED BY CITY SECRETARY CONTRACT NOS. 20829, 27471, 27897, 29074, 33409, 34457, 36659, 19725-A8, 19725-A9, 19725-A10, 19725-All, 19725-Al2, 19725-A13, and 19725-A14 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 William Johnson, 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 ("WRMC") 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 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; OFFICIAL RECORD Amendment No. 15 to CSC No. 19725, as amended CITY SECRETARY Page 1 of 8 FT. WORTH, TX 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, further 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, further 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, further 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-Al 1, further 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 Lessor; WHEREAS, on May 16, 2018, Lessor and Lessee entered into CSC No. 19725-Al2, further amending CSC No. 19725 to provide for (1) an extension of the term of the Lease by thirteen (13) years to expire 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 taxable bonds issued by Lessor for certain improvements, renovations, and related infrastructure work on Cattle Barns One and Two and the Poultry Barn in the WRMC; WHEREAS, on September 6, 2018, Lessor and Lessee entered into CSC No. 19725-A13, further amending CSC No. 19725 to allow savings from the project to renovate Cattle Barns One and Two and the Poultry Barn to be used toward the construction of the fence along Harley Avenue located within or adjacent to the WRMC; WHEREAS, on March 15, 2021, Lessor and Lessee entered into CSC No. 19725-A14, further amending CSC No. 19725 to waive base rental under the Lease for 2021 due to the cancellation of the 2021 Stock Show and Rodeo necessitated by the COVID-19 pandemic, and to add a force majeure clause to the Lease; 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, 19725-A11, 19725-Al2, 19725-A13, and 19725-A14, and together with CSC No. 14071 collectively constitute and are referred to herein as the "Lease"; Amendment No. 15 to CSC No. 19725, as amended Page 2 of 8 WHEREAS, pursuant to M&C 23-0850, Lessor authorized the issuance of Special Tax Revenue Bonds, Taxable Series 2023B to fund, among other things, certain improvements, renovations and related infrastructure work on the Sheep and Swine Barns at WRMC (the "Sheep and Swine Barns Project"); WHEREAS, Lessee has offered to contribute to the costs of the Sheep and Swine Barns Project by increasing its annual rental payment under this Lease over the next thirty (30) years in order to provide Lessor with an additional rental amount that equals one-half of the costs of issuing and repaying the debt associated with the Sheep and Swine Barns Project; WHEREAS, to accomplish this goal, Lessor and Lessee desire to amend the Lease (1) to extend the term of the Lease by six years to expire in 2054, 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 issued by Lessor for the Sheep and Swine Barns Project; WHEREAS, in furtherance of Lessee's mission to support agricultural, livestock, and equestrian exhibitions, events, and education, Lessee hosts certain events at WRMC throughout the year outside of the thirty -day period during which the Stock Show and Rodeo is conducted, referred to herein as "Ancillary Stock Show Events"; WHEREAS, due to Lessee's significant financial investment in WRMC facilities over many years, including this most recent Sheep and Swine Barns Project, Lessor is willing to waive the WRMC facility rental fees for Ancillary Stock Show Events throughout the term, as set forth below; 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 "2048 Southwestern Exposition and Livestock Show or April 30, 2048" and replace it with the phrase "2054 Southwestern Exposition and Livestock Show or April 30, 2054". 2. In order to modify the rental structure to memorialize Lessee's agreement to fund one-half of the cost of issuance and repayment of the taxable bonds associated with the Sheep and Swine Barns Project, with Lessee's maximum commitment to be $47,010,165.06, 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 (J): "(J) The parties acknowledge and agree that Lessor has undertaken to make certain improvements, renovations, and related infrastructure enhancements to the Sheep and Swine Barns at Will Rogers Memorial Center (collectively the "Sheep and Swine Barns Project") and that in order to finance these improvements, Lessor issued Special Tax Revenue Bonds, Taxable Series 2023B ("Sheep and Swine Barns Project Bonds"). In support of the Sheep and Swine Barns Project, Lessee agrees, in addition to any base rent and any other fees and other payments 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 Amendment No. 15 to CSC No. 19725, as amended Page 3 of 8 service payments on the Sheep and Swine Barns Project Bonds, with Lessee's total debt service payments not to exceed a total of $47,010,165.06 over the thirty (30) year issuance period of the Sheep and Swine Barns Project Bonds, with such amount to be paid by Lessee to Lessor in semiannual installments in accordance with the amortized payment schedule which will be set forth in Exhibit "F" of the Lease, attached hereto and incorporated herein for all purposes as Attachment "A" to this Amendment. The parties acknowledge and agree that it is their intent to share equally in the debt service payments on the Sheep and Swine Barns Project Bonds issued to finance the Sheep and Swine Barns 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 Sheep and Swine Barns Project costs, such savings shall be allocated equally between the parties or programmed to another mutually agreed eligible project. To determine Sheep and Swine Barns Project costs and savings, on final completion of the Sheep and Swine Barns Project, Lessor shall provide Lessee with a written final accounting showing (i) the actual costs of the Sheep and Swine Barns Project and (ii) the difference between such actual costs and the Sheep and Swine Barns Project budget of $40,445,000.00. To the extent the actual costs are less than the budget, this difference shall be deemed Sheep and Swine Barns Project Savings. The parties may, by mutually executed written instrument, agree to use the Sheep and Swine Barns Project Savings toward another eligible project located on or adjacent to the Will Rogers Memorial Center. If no other eligible project is agreed upon, Lessor may (i) apply the Sheep and Swine Barns Project Savings to a one-time cash defeasance of the Sheep and Swine Barns Project Bonds, resulting in a revised debt service schedule, or (ii) deposit the Sheep and Swine Barns Project Savings into the debt service fund for purposes of making future payments on the Sheep and Swine Barns Project Bonds, resulting in a credit against future debt service payments from the parties — in either instance with one- half of the Sheep and Swine Barns Project Savings being allocated to Lessee. The amount and form of any Sheep and Swine Barns Project Savings allocation will be documented in writing. Any revised payment schedule on the Sheep and Swine Barns Project Bonds shall be set forth in a written amendment to this Lease and to Exhibit "F". Lessee shall continue to make additional rental payments in the same amount and manner as set forth on the attached Exhibit "F" until such time as any revised payment schedule 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 ref ind/refinance the Sheep and Swine Barns 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 Q) and on Exhibit "F", 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) and in subsection (I) and on Exhibit "E" (as memorialized in City Secretary Contract Number 19725-Al2), Lessee shall have no further additional rent obligations, except as may be provided in a future amendment to this Lease." Amendment No. 15 to CSC No. 19725, as amended Page 4 of 8 0 In order to address the Ancillary Stock Show Events held at WRMC outside the annual thirty -day period during which the Stock Show and Rodeo are conducted, a new Section 18 is added to the Lease as follows: all-] ANCILLARY STOCK SHOW EVENTS From time to time throughout the term of this Lease, Lessee hosts meetings and other events at the Will Rogers Memorial Center in support the Southwestern Exposition and Livestock Show that occur outside the thirty -day period for which the premises are leased. These events include, but are not limited to, the following (collectively, the "Ancillary Stock Show Events"): (A) Meetings and receptions of Lessee's Board of Directors and Board Committees (B) Lessee's group ticket sales meetings (C) Meetings and luncheons of the Agricultural Development Fund (D) Meetings of volunteers planning events to take place during the Southwestern Exposition and Livestock Show (i.e. Calf Scramble and Stock Show Art Show) (E) Meetings and receptions of sponsors of Southwestern Exposition and Livestock Show events (F) Stock Show Family Reunion (G) Cowboy Artists of America (H) Stock Show Wine Competition (I) Stock Show Junior BBQ Competition (J) Stock Show Syndicate Family BBQ (K) Any other educational, competitive, or social event held by Lessee or by another non-profit group that is conducted primarily for the purpose of supporting the Southwestern Exposition and Livestock Show For each Ancillary Stock Show Event held throughout the term of this Lease, Lessor and Lessee (or the sponsor of the Ancillary Stock Show Event, as applicable) shall enter into Lessor's WRMC facility license agreement; however, no facility rental fees shall be charged by Lessor in consideration of the investments made by Lessee for the improvements to the facilities throughout the term of the Lease. The facility license agreement for the Ancillary Stock Show Events shall provide that Lessee (or the event sponsor, as applicable) may utilize any caterer it chooses, subject to compliance with Lessor's insurance requirements and other facility rules and regulations, for private Ancillary Stock Show Events only that are not open to the public. If there is a request to have an alcoholic beverage provider for an Ancillary Stock Show Event, Lessee will be required to either (i) use specific rooms within WRMC that do not, at the time, have a Texas Alcoholic Beverage Commission permit ("Permit") in place with Lessor's contracted caterer; or (ii) if a room has a Permit then in place with Lessor's contracted caterer, provide notice to Lessor of Lessee's intent to utilize the specified WRMC room at least thirty (30) days prior to the proposed event, at which time Lessor will notify its then current contracted caterer to temporarily suspend its Permit for the specified room for the period needed for the Ancillary Stock Show Event. Lessee must Amendment No. 15 to CSC No. 19725, as amended Page 5 of 8 obtain a Permit and comply with all applicable Texas Alcoholic Beverage Commission rules and regulations, have the requisite insurance required by Lessor and state law, and comply with all other federal, state, and local laws related to such use. In the event Lessor's contracted caterer is charged a fee to suspend its Texas Alcoholic Beverage Commission permit to accommodate an Ancillary Stock Show Event, Lessee agrees to cover such fee. Lessee (or the event sponsor, as applicable), will ensure compliance with Texas Alcoholic Beverage Commission rules and regulations if the alcoholic beverages for an Ancillary Stock Show Event are donated or purchased and served without charge to the attendees. Lessee shall pay Lessor the then prevailing catering/alcohol commission, at a rate not to exceed twenty-five percent (25%), based on the catering invoice for the Ancillary Stock Show Event, excluding taxes. However, no commission will be charged by Lessor if the food or alcohol at an Ancillary Stock Show Event is donated or provided by and prepared by the event participants and offered to event participants at no charge. (i.e. Stock Show Syndicate Family BBQ event or a BBQ competition). On or before June 1 st of each year during the term of this Lease, Lessee shall provide Lessor and Lessor's designated WRMC caterer with a list of anticipated Ancillary Stock Show Events and dates for the following calendar year. If additional Ancillary Stock Show Events are planned thereafter, Lessee shall notify Lessor and its designated WRMC caterer, within the time frames required to book events at WRMC, of the additional events and dates for Lessor's scheduling approval." M All terms in this Amendment that are capitalized but not defined shall have the meanings assigned to them in the Lease. 5. All terms and conditions of the Lease that are not expressly amended pursuant to this Amendment shall remain in full force and effect. (Signature page to follow) Amendment No. 15 to CSC No. 19725, as amended Page 6 of 8 IN WITNESS WHEREOF, this instrument is executed in duplicate originals in Fort Worth, Tarrant County, Texas, this 14th day of Mav , 2024. LESSOR: CITY OF FORT WORTH By: Wi IIl� (A y10�950 CDT) Name: William Johnson Title: Assistant City Manager Date: , 2024 APPROVAL RECOMMENDED: By: Name: Michael Crum Title: Public Facilities and Events Director ATTEST: By: Name: Jannette Goodall Title: City Secretary LESSEE: SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW By: 21 PhibpCWi amson(May9,202412.50CDT) Name: Philip C. Williamson Title: Chairman of the Board By: Name: Bradford S. Barnes Title: President Date: 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. By: Name: Andrea Wright Title: Assistant Public Facilities and Events Director APPROVED AS TO FORM AND LEGALITY: By: Name: Thomas R. Hansen Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Form 1295 No.: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Amendment No. 15 to CSC No. 19725, as amended Page 7 of 8 ATTACHMENT "A" Exhibit "F" Lessee's Repayment Schedule for Sheep and Swine Barns Project Bonds Period Ending 5/30/2024 9/ 1 /2024 5/ 1 /2025 9/ 1 5/2025 5/ 1 /2026 9/ 1 5/2026 5/ 1 /2027 9/ 1 5/2026 5/ 1 /2028 9/ 1 5/2028 5/ 1 /2029 9/ 1 5/2029 5/ 1 /2030 9/ 1 5/2030 5/ 1 /2031 9/ 1 5/2031 5/ 1 /2032 9/ 1 5/2032 5/ 1 /2033 9/ 1 5/2033 5/ 1 /2034 9/ 1 5/2034 5/ 1 /2035 9/ 1 5/2035 5/ 1 /2036 9/ 1 5/2036 5/ 1 /2037 9/ 1 5/2037 5/ 1 /2038 9/ 1 5/2038 5/ 1 /2039 9/ 1 5/2039 5/ 1 /2040 9/ 1 5/2040 5/ 1 /2041 9/ 1 5/2041 5/ 1 /2042 9/ 1 5/2042 5/ 1 /2043 9/ 1 5/2043 5/ 1 /2044 9/ 1 5/2044 5/ 1 /2045 9/ 1 5/2045 5/ 1 /2046 9/ 1 5/2046 5/ 1 /2047 9/ 1 5/2047 5/ 1 /2048 9/ 1 5/2048 5/ 1 /2049 9/ 1 5/2049 5/ 1 /2050 9/ 1 5/2050 5/ 1 /2051 9/ 1 5/2051 5/ 1 /2052 9/ 1 5/2052 5/ 1 /2053 -rota 1 $ Principal 305, 000.00 252, 500.00 267.500.00 282, 500.00 297, 500.00 31 5, 000.00 335, 000.00 355, 000.00 377, 500.00 400, 000.00 425, 000.00 455, 000.00 485, 000.00 517,500.00 552, 500.00 590, 000.00 630, 000.00 670, 000.00 71 7, 500.00 765, 000.00 81 7, 500.00 872.500.00 932, 500.00 995, 000.00 1,062,500.00 1,137,500.00 1,215,000.00 1,297,500.00 1,387,500.00 1 ,480, 000.00 $ 20,192,500.00 U Interest 336, 537.00 642, 628.27 642, 628.27 635, 587.30 635, 587.30 628, 227.04 628, 227.04 620, 439.93 620, 439.93 612,090.59 612, 090.59 602, 982.37 602, 982.37 593, 1 28.34 593, 128.34 582, 536.92 582, 536.92 571,179.83 571,179.83 559, 045.83 559, 045.83 545, 940.95 545, 940.95 531,112.50 531,112.50 515,306.35 515,306.35 498,441 .03 498, 441 .03 480, 435.05 480, 435.05 461,206.95 461,206.95 440, 675.25 440, 675.25 418,839.95 418,839.95 395, 456.63 395, 456.63 370, 525.28 370, 525.28 343, 474.20 343, 474.20 314,603.18 314,603.18 283, 746.75 283, 746.75 250, 822.20 250, 822.20 215,664.08 215,664.08 178,024.20 178,024.20 137,819.85 137,819.85 94, 885.58 94, 885.58 48, 973.20 48, 973.20 25, 484, '136.08 Debt Service $ 641,537.00 642, 628.27 895, 1 28.27 635, 587.30 903, 087.30 628, 227.04 91 0, 727.04 620, 439.93 917,939.93 612,090.59 927, 090.59 602, 982.37 937, 982.37 593, 1 28.34 948, 1 28.34 582, 536.92 960, 036.92 571,179.83 971,179.83 559, 045.83 984, 045.83 545, 940.95 1 , 000, 940.95 531,112.50 1 ,016, 1 12.50 515,306.35 1 , 032, 806.35 498, 441 .03 1 , 050, 941 .03 480, 435.05 1 ,070,435.05 461 , 206.95 1 , 091 , 206.95 440, 675.25 1 , 1 1 0, 675.25 418,839.95 1 , 1 36, 339.95 395,456.63 1 , 1 60,456.63 370, 525.28 1 , 1 88, 025.28 343, 474.20 1 , 21 5, 974.20 314,603.18 1 , 247, 1 03. 1 8 283, 746.75 1 , 278, 746.75 250, 822.20 1 , 31 3, 322.20 215,664.08 1 , 353, 1 64.08 178,024.20 1 , 393, 024.20 1 37, 81 9.85 1 , 435, 319.85 94, 885.58 1 , 482, 385.58 48, 973.20 1 , 528, 973.20 $ 45, 676, 636.08 Amendment No. 15 to CSC No. 19725, as amended Page 8 of 8