HomeMy WebLinkAboutContract 19139-AD3- 1 -
Third Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana, Inc.
THIRD ADDENDUM TO
LEASE AGREEMENT WITH CASA MANANA, INC.
(CITY SECRETARY CONTRACT NO. 19139)
This Third Addendum ("Third Addendum") is made and entered into by and between the CITY OF
FORT WORTH, a Texas home-rule municipal corporation ("Landlord" ), acting by and through
Dana Burghdoff, its duly authorized Assistant City Manager, and CASA MANANA, INC., a Texas non-
profit corporation ("Tenant" ), 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, 2016 (via M&C C-27987), the City Council authorized an agreement with
Tenant (City Secretary Contract No. 19139-AD1) ("First Addendum") for cost sharing in the design and
completion 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.
C. On September 19, 2017 (via M&C C-28380), the City Council authorized an amendment to the
First Addendum (AD-A1) that allowed for an additional $30,000.00 of Landlord funding participation
for the Previous Improvements.
D. On December 14, 2021 (via M&C 21-0980), the City Council authorized (i) a Second Addendum
for cost sharing in the design and completion 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 completion 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.
E. Now, the Tenant desires to make improvements to the building systems ("Building Systems
Improvements") of the Theatre and Previous Improvements (collectively the "Property"), which will
include repairs and/or replacements, if required, to the mechanical, electrical and plumbing systems
("Building Systems"), over the next five (5) fiscal years at an estimated total cost of three million dollars
($3,000,000.00); and requests Landlord to reimburse Tenant fifty (50) percent of the total cost of the
improvements completed each fiscal year with total reimbursements not to exceed, one million, five
hundred thousand dollars ($1,500,00.00) for the entire project. Reimbursements each fiscal year are
contingent upon Landlord budget approval and funding availability.
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Third Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana, Inc.
F. On December 12, 2024 (via M&C 10-1094), the City Council authorized this Third Addendum
for Landlord to reimburse Tenant two hundred thousand dollars ($200,000.00) for Building Systems
Improvements completed in Fiscal Years 2024 and 2025.
THIRD ADDENDUM
In consideration of the mutual covenants contained in this Third Addendum, Landlord and Tenant agree
to the following terms and conditions as follows:
1. Lease. The parties agree that the Building Systems Improvements to be completed pursuant to
this Third 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 Third Addendum, this
Third Addendum shall control. All terms and conditions of the Lease, as amended, are ratified and
remain in full force and effect.
2. Building Systems Improvements. The Building Systems Improvements, as further described in
Exhibit "A", shall be completed in phases based upon need and priority, as further described in the Casa
Manana Building Systems Plan ("Plan") in Exhibit "B". Prior to entering into any contract for the
completion of the Building Systems Improvements, The Building Systems Improvements shall be
completed 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 completion of the Building Systems Improvements. Once work of the Building
Systems Improvements commences, CMI shall use good faith efforts to ensure the diligent and timely
completion of the Building Systems Improvements. All other terms and conditions of the Lease relating
to Building Systems Improvements not in conflict with this Third Addendum, including but not limited
to Section 3.2, Liens and Bonds, remain in full force and effect.
3. Funding and Reimbursements
a. CMI shall be solely responsible for obtaining any and all necessary third-party financing
for the completion of the Building Systems Improvements.
b. Prior to each fiscal year, at a time determined by City, CMI shall submit to City the
improvement plan and cost for the improvements to be completed by CMI for the upcoming fiscal year
for City approval for budgeting purposes. Each future fiscal year reimbursement is contingent upon City
funding availability.
c. To qualify for reimbursement, CMI shall provide to City proof of completion, including
but not limited to all receipts, for all Building Systems Improvements for the fiscal year in a sufficient
form and substance, as determined by City in City's sole reasonable discretion, ("Reimbursement
Documents"), and City agrees to reimburse CMI for 50% of actual design and completion costs for said
fiscal year contingent upon funding approval.
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Third Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana, Inc.
d. Reimbursements shall be paid by City to CMI no later than ninety (90) days after City
approval of Reimbursement Documents.
e. The total reimbursement for the entire project is fifty (50) percent of the actual cost to
CMI, with the total reimbursements by City not to exceed One Million Five Hundred and 00/100 Dollars
($1,500,000.00) for the entire project.
4. Adjustments to Plan. The parties understand and agree the list of Building Systems
Improvements and Plan described in Exhibits "A" and "B" for completion of the Building Systems
Improvements, may change from time to time based upon need, priority and CMI's ability to obtain
funding, therefore:
a. The list of Building Systems Improvements and Plan in Exhibit "B" may be revised as
needed upon agreement by the parties; and
b. Annual reimbursements of Building Systems Improvements are subject to City budget
and funding approval each fiscal year.
5. Insurance. In addition to the insurance required by the Lease, as amended, CMI shall obtain the
following insurance during the completion of the Building Systems 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 completion of the Building Systems 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 Tenant or City 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.
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Third Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana, Inc.
c.:
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.
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 Third 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]
February 7 This Third Addendum shall be effective on , 2025.
LANDLORD
CITY OF FORT WORTH,
a Texas home-rule municipal corporation
l>IIM'.B�M� By: _"'_"'"_""'_"•_on_(Fe_b _.20_is, _· _csr_1 _____ _
Date:
Dana Burghdoff
Assistant City Manager
Feb 5, 2025 ------------
CONTRACT COMPLIANCE MANAGER
-----------
TENANT:
CASA MANANA, INC.,
a Texas non-profit corporation
By��\,,�
Name: W\L<...lt\f½ l.J, �t\}�5
Title: -------------
Date: I• It;· 2..�
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.
Name: Ma,k�eVs�CST)
Lease Manager, Property Management Department Title: ___________ _
Date:·Feb 5, 2025-------------
APPROVED AS TO FORM AND LEGALITY: Caf(P(ac.e 'Paatiara B Candace Pagliara (Feb S,�cfts 15:43 CST) y:
-
-----
-
----
Date:
Candace Pagliara
Assistant City Attorney
Feb 5, 2025 -------------
ATTEST:
�A A=.,,
By: __________ _
Date:
Jannette S. Goodall
City Secretary
Feb 6, 2025 -------------
Form 1295: 2024-1219155
Contract Authorization:
M&C: 24-1094
Date: 12/10/2024
Third Addendum to CSC 19139
between the City ofFort Worth and
Casa Manana, Inc. - 5 -
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Third Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana, Inc.
Exhibit "A"
- 7 -
Third Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana, Inc.
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Third Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana, Inc.
h. Dome exterior illumination provided by four poles with two LED color changing
floodlights with DMX controller - Hydrel #8200-72LED-RGB-MVOLT-FL-YM-PMT-RMD-
DNAEAXYL TOUCH with 30' round steel pole.
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Third Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana, Inc.
OPINION OF PROBABLE COST:
The costs listed include all materials and labor involved.
MECHANICAL
1. BUILT UP AIR HANDLING UNIT:
a. A semi-custom built up AHU equal to Temtrol with the following:
i. Full variable aspect ratio
ii. A supply and return air fan array, 4" welded frame, 4" pleated filter section, lights
in each section, viewing window in the fan section, chilled water-cooling coil and
hydronic heating water coil with a 30" separation between the coils.
iii. Full economizer capabilities, including a mixing air section at the unit.
iv. Provided with the appropriate controls to modulate the leaving air temperatures,
control the fan speed, modulate dampers (return air, outside air and relief air),
provide alarms, etc.
v. Provided with a gravity ventilator hood and curb for the outside air duct and the
relief air duct.
vi. Sequencing of that of a single zone VAV system.
b. Replacement cost-Including boilers and pumps: $700,000
OR
c. Refurbishment cost - $392,000
2. ROOF MOUNTED CO NDENSING UNITS:
a. Replacement cost-$123.000
3. PACKAGE ROOFTOP UNITS:
a. Variable airflow Rooftop units with fully modulating compressors, full economizer
capabilities, and with controls necessary for operation.
b. Replacement individual unit cost:
i. RTU-1, 25-ton unit - $100,000 I
ii. RTU-2, 30-ton unit -$120,000
iii. RTU-3, 8-ton unit- $32,000
c. Total replacement cost - $252,000
- 10
Third Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana, Inc.
4. BOILER:
a. Removal and replacement to allow air handler installation, servicing, and commissioning.
b. Total cost - $15,000
- 11
Third Addendum to CSC 19139
between the City of Fort Worth and
Casa Manana, Inc.
Exhibit "B"
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA
Create New From This M&C
DATE:12/10/2024 REFERENCE
NO.:
**M&C 24-
1094 LOG NAME:
21CASAMANANA
PARTNERSHIP FUNDS
REIMBURSEMENT FOR
IMPROVEMENTS
CODE:C TYPE:CONSENT PUBLIC
HEARING:NO
SUBJECT: (CD 7) Authorize the Execution of a Lease Addendum to the Lease
Agreement between the City of Fort Worth and Casa Manana, Incorporated to Authorize
City of Fort Worth Funding Participation of Up to $200,000.00 for the Building Systems
Repairs and/or Replacements in Fiscal Years 2024 and 2025 to the Casa Manana
Facility, Located at 3101 West Lancaster Avenue, to be Completed at the Expense of
Casa Manana; Authorize the Execution of a Fourth Lease Amendment to the Lease
Agreement to Extend the Term for an Additional Twenty (20) Years Commencing on
January 1, 2035 to December 31, 2054; Authorize the Contribution to Casa Manana,
Incorporated in the Amount Up to $200,000.00 as a One-Time Capital Contribution to
Support Repairs and/or Replacements to the Facility for Fiscal Years 2024 and 2025;
Adopt the Attached Appropriation Ordinance Adjusting Estimated Receipts and
Appropriations in the General Capital Projects Fund by Increasing Estimated Receipts
and Appropriations in the Casa Manana Building Improvements Project (City Project No.
105881) in the Amount Up to $200,000.00 and Decreasing Estimated Receipts and
Appropriations in the Future Community Partnerships Programmable Project (City Project
No. P00047) by the Same Amount to Fund a One-Time Capital Contribution to Support
the Repairs for Fiscal Years 2024 and 2025; Amend the Fiscal Years 2025 - 2029 Capital
Improvement Program
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a lease addendum to the lease agreement between the City of Fort Worth and
Casa Manana, Incorporated to authorize City of Fort Worth funding participation of up to $200,000.00 for
the building systems repairs and/or replacements in Fiscal Years 2024 and 2025 to the Casa Manana
facility, located at 3101 West Lancaster Avenue, to be completed at the expense of Casa Manana;
2. Authorize the execution of a fourth lease amendment to the lease agreement to extend the term for an
additional twenty (20) years commencing on January 1, 2035 to December 31, 2054;
3. Authorize the contribution to Casa Manana, Incorporated in the amount up to $200,000.00 as a one-time
capital contribution to support repairs and/or replacements to the facility for Fiscal Years 2024 and
2025;
4. Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations in the
General Capital Projects Fund by increasing estimated receipts and appropriations in the Casa Manana
Building Improvements project (City Project No. 105881) in the amount up to $200,000.00 and
decreasing estimated receipts and appropriations in the Future Community Partnerships programmable
project (City Project No. P00047) by the same amount to fund a one-time capital contribution to support
the repairs for Fiscal Years 2024 and 2025; and
5.Amend the Fiscal Years 2025 - 2029 Capital Improvement Program.
DISCUSSION:
The City of Fort Worth (City) and Casa Manana, Incorporated (CMI) have negotiated an agreement to facilitate
City participation of funding of the building systems repairs and/or replacements, if needed, to the Casa Manana
facility located at 3101 West Lancaster Avenue. Planned improvements include various mechanical, electric and
plumbing systems (Improvements).
The total estimated cost of the five year project for CMI is $3,000,000.00 and the City has agreed to reimburse CMI
fifty (50) percent of the actual costs up to a maximum of $200,000.00 for the fiscal years of 2024 and 2025.
Page 1 of 3M&C Review
12/11/2024http://apps.cfwnet.org/council_packet/mc_review.asp?ID=32800&councildate=12/10/2024
Fund Department
ID
Account Project
ID
Program Activity Budget
Year
Reference #
(Chartfield 2)
Amount
Fund Department
ID
Account Project
ID
Program Activity Budget
Year
Reference #
(Chartfield 2)
Amount
This Mayor and Council Communication (M&C) authorizes reimbursement for improvements completed in fiscal
year 2024 and fiscal year 2025 with future funding requests from CMI for each fiscal year to be submitted to the
City for consideration, contingent upon funding availability.
Under the terms of the agreement, CMI will complete the improvements at their expense according to the
following conditions:
CMI must submit planned improvements to the City for approval prior to construction, utilize the competitive
bidding process if required, and obtain all required permits and provide and maintain necessary insurance
during construction of the Improvements. CMI has also agreed to obtain any necessary financing for
constructing the improvements.
The total estimated cost of the project for CMI for fiscal year 2024 and fiscal year 2025 is $400,000.00 and the
City will reimburse CMI fifty (50) percent of the actual costs up to a maximum reimbursement of
$200,000.00 from Community Partnership Funds.
For future annual reimbursements, CMI will submit the improvement plan and cost for the improvements to be
completed by CMI each year, per the terms in the lease addendum, for City approval and each annual
reimbursement is contingent upon City funding availability.
To qualify for reimbursement each year, CMI will submit to City all required documentation, per the terms in
the lease addendum, for approval before reimbursement is processed.
The funding for this contribution is available in the Future Community Partnerships Programmable project within
the General Capital Projects Fund to fulfill the City's commitment to assist. The Future Community Partnerships
project is a holding place for monies the City has committed to be available for use in conjunction with community
partners for capital improvements. The year to date funding in the programmable project is:
The action in this M&C will amend the Fiscal Years 2025 - 2029 Capital Improvement Program as approved in
connection with Ordinance 27107-09-2024 Section 8. CAPITAL IMPROVEMENTS.
CMI has also requested a twenty (20) year extension to the Lease Agreement with the City to commence on
January 1, 2035 and expire on December 31, 2054 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 in COUNCIL DISTRICT 7.
FY2025 Beginning
Balance
Authority Budget
Adjustment
FY2025 Remaining
Balance
Future
Community
Partnerships
(P00047)
$2,154,621.00 This M&C ($200,000.00)$1,954,621.00
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Future Community Partnerships
programmable project within the General Capital Projects Fund and upon approval of the above
recommendations and adoption of the attached appropriation ordinance, funds will be available in the General
Capital Projects Fund for the Casa Manana-Building Improve. project to support the approval of the above
recommendations and execution of the agreement. Prior to an expenditure being incurred, the Property
Management Department will have the responsibility to validate the availability of funds.
TO
FROM
Submitted for City Manager's Office by:Dana Burghdoff (8018)
Originating Department Head:Marilyn Marvin (7708)
Ricardo Salazar (8379)
Page 2 of 3M&C Review
12/11/2024http://apps.cfwnet.org/council_packet/mc_review.asp?ID=32800&councildate=12/10/2024
Additional Information Contact:Mark Brown (5197)
ATTACHMENTS
21CASAMANANA PARTNERSHIP FUNDS REIMBURSEMENT FID Table.xlsx (CFW Internal)
21CASAMANANA PARTNERSHIP FUNDS REIMBURSEMENT FOR IMPROVEMENTS funds
availability.pdf (CFW Internal)
3101 W Lancaster Ave M&C Map.pdf (Public)
Casa1295September25.pdf (CFW Internal)
ORD.APP_21CASA MANANA LEASE AMENDMENT AND ADDENDUM 2024_30100_AO25
(r3).docx (Public)
Page 3 of 3M&C Review
12/11/2024http://apps.cfwnet.org/council_packet/mc_review.asp?ID=32800&councildate=12/10/2024