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HomeMy WebLinkAboutContract 31596 _74 ElY AGREEMENT BETWEEN THE CITY OF FORT WORTH AND MID-WESTERN DEVELOPMENT & REALTY, LTD. THE STATE OF TEXAS § COUNTY OF TARRANT § This SUB-SUBLEASE AGREEMENT (the "MW Sub-sublease") is made and entered into by and between THE CITY OF FORT WORTH, a home-rule municipal corporation situated in Tarrant, Denton and Wise Counties, Texas, acting herein by and through its duly authorized City Manager, (hereinafter referred to as the "City"), and MID-WESTERN DEVELOPMENT & REALTY, LTD. (hereinafter referred to as "MW"), acting herein by and through its duly authorized general partner, to be effective for all purposes as of March 4, 2005 (the"Effective Date"). RECITALS A. Event Facilities Fort Worth, Inc., a Texas non-profit corporation organized as a support organization to Southwestern Exposition and Livestock Show, is the owner of a parking lot located on an approximately 1.260 acres, located in Fort Worth, Tarrant County, Texas, described on Exhibit"A" attached to this MW Sub-sublease ("Premises"), B. Event Facilities Fort Worth, Inc. has leased the Premises to Southwestern Exposition and Livestock Show, pursuant to that certain Master Lease dated January 31, 2002, between Event Facilities Fort Worth, Inc and Southwestern Exposition and Livestock Show, (the "Master Lease"). C. Pursuant to the terms of Section 16 in the Master Lease between Southwestern Exposition and Livestock Show and Event Facilities Fort Worth, Inc., Southwestern Exposition and Livestock Show subleased the Premises to the City of Fort Worth by that certain Sublease Agreement of even date herewith, between Southwestern Exposition and Livestock Show and the City(the"City Sublease"). D. Section 5 of the City Sublease between the City of Fort Worth and Southwestern Exposition and Livestock Show permits the City to sub-sublet the Premises to MW or to the tenant of the building located 2501 Montgomery Street, Fort Worth, Texas owned by MW (the "Rowan Building"). E. On March 1, 1993, the City and Mid-Western Development & Realty Co. (predecessor in interest to MW) entered into an agreement known as City Secretary Contract No. 19597, on file in the Office of the City Secretary of Fort Worth, whereby MW leased from City a parking lot on the west side of the Fort Worth Botanic Garden. 4 �'a IL F. The City has identified funding for Phase One of the Botanic Garden's Master Plan that includes the construction and relocation of greenhouses on a portion of the parking lot currently leased to MW under City Secretary Contract No. 19597. G. In order to accommodate the parking needs of MW, due to the loss of certain parking due to expansion of the Fort Worth Botanic Garden facilities, the City has agreed to sub- sublease the Premises to MW. H. City is willing to lease the Premises to MW on the terms and conditions set forth below. In consideration of the mutual covenants contained in this MW Sub-Sublease, City and MW agree as follows: 1. SUB-SUBLEASED PREMISES: City demises and lets the Premises to MW, and MW takes and leases the Premises from City, for the term described in Section 3 and subject to the provisions set forth below. 2. USE: MW may use and occupy the 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. MW may not use the Premises at any other times or for any other purpose without City's prior written consent. MW acknowledges and agrees that Southwestern Exposition and Livestock Show has subleased the Premises to the Christ Chapel Bible Church ("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 MW or the Permitted Subtenant (as defined in Section 5 below) holdover on the Premises after 6:00 p.m. Mondays through Saturdays, those vehicles will not be disturbed. Up to 120 of the existing 152 regular non-handicapped parking spaces may be marked as reserved spaces for designated employees of MW or the Permitted Subtenant during the hours listed above. The remaining 32 spaces may be identified as spaces for visitors and employees during the hours of 6:00 a.m. until 6:00 p.m. Mondays through Fridays, but these remaining spaces may not be reserved for a particular individual. 3. TERM: The term ("Term") of this MW Sub-sublease commences on the earlier of (a) MW's or the Permitted Subtenant's occupancy of the Premises, or (b) the Amendment Date (such term being defined in the Amendment to City Secretary Contract No. 19597 of even date herewith between the City and MW and herein so called); and the Term shall continue thereafter and end on February 29, 2008. MW 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, MW must give City at least four months prior written notice of renewal. Upon determination of the commencement date of the Term, MW and City shall sign a memorandum evidencing this date. 4. RENT: MW shall pay City $11,895.75 ($77.75 per space @ 15 3 spaces) a year as rental for the lease and use of the Premises during the Term. Rent shall be paid monthly as f � �. �w, rc'i r a follows: Nine Hundred Ninety One and 31/100 Dollars ($991.31) in advance on or before the I Oth day of each month during the Term. 5. SUBLETTING; ASSIGNMENT: Any assignment of this MW Sub-sublease or subletting of the Premises to any party without Southwestern Exposition and Livestock Show and the City's prior written consent is prohibited. Pursuant to Section 5 of the Sublease between Southwestern Exposition and Livestock Show and the City, however, it is specifically understood and agreed that MW intends to and has the right and power to sub-sublease the Premises to the tenant(s) of the Rowan Building and/or the property located adjacent to the Rowan Building Property located at the intersection of I-30 and Montgomery Street (such parties, and any other party to whom MW assigns or sublets with the consent of Southwestern Exposition and Livestock Show and the City pursuant to this Section 5, are collectively called "Permitted Subtenant"). MW must provide City and Southwestern Exposition and Livestock Show 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 10 and 11 below. Any assignment of this MW Sub-sublease or sub-subletting of the Premises to any party other than a Permitted Subtenant is prohibited without City's prior written consent, this consent not to be unreasonably withheld. MW shall subordinate its interest in this MW Sub-sublease and attorn to any mortgagee of the Premises, provided only that such mortgagee will not disturb MW's possession of the Premises so long as it is not in default hereunder. 6. UTILITIES: Throughout the Term of this MW Sub-sublease, MW shall pay timely all charges for any utility services provided to the Premises and used by MW or the Permitted Subtenant. City has no responsibility to MW for any utility services to the Premises, and City is not responsible for any utility interruption to the Premises, unless such utility interruption is due to the sole actions of the City. 7. COMPLIANCE WITH LAW: MW shall, at its cost and expense, cause the Premises to be used by MW and the Permitted Subtenant in accordance with all applicable governmental laws, rules, regulations, ordinances, and restrictions in effect during the Term. MW shall not be responsible for any costs or expenses or compliance with any applicable laws, rules, regulations, ordinances and restrictions relating to the Church and/or its use of the Premises, including, without limitation, any signs placed on the Premises by the Church. 8. LIENS: MW shall remove and discharge promptly, at its cost and expense, all liens, encumbrances, and charges upon the Premises or City's leasehold interest which arise out of MW's or the Permitted Subtenant possession, use, occupancy, maintenance, or repair of the Premises or by reason of labor or materials furnished or claimed to have been furnished to MW or the Permitted Subtenant, but excluding (i) liens, encumbrances and charges caused or permitted to be caused by City, which shall be the sole responsibility of the City, and (ii) liens, encumbrances and charges caused or permitted to be caused by the Church or any third parties, which shall be the sole responsibility of the Church and/or such third parties. 9. WAIVER OF LIABILITY: City shall not be responsible for the theft, loss, damage, or destruction of property of MW, the Permitted 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 Premises, subject, however, to City's satisfaction of the City Obligations under Section 14 of this MW Sub-sublease. 10. INDEMNIFICATION: MW AND THE 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 MW AND/OR THE PERMITTED SUBTENANT, THEIR EMPLOYEES AND INVITEES, OR ANY OTHER THIRD PARTY ON OR ABOUT THE SUB- SUBLEASED PREMISES AND ARISING OUT OF OR CONNECTED WITH MW'S AND/OR THE PERMITTED SUBTENANT'S USE AND OCCUPANCY OF THE SUB- SUBLEASED PREMISES OR IN CONNECTION WITH OR ARISING OUT OF MW AND/OR THE PERMITTED SUBTENANT'S OBLIGATIONS UNDER THIS MW SUB- SUBLEASE, EVEN IF SUCH CLAIMS RESULT FROM OR ARE CLAIMED TO HAVE RESULTED FROM THE CONCURRENT NEGLIGENCE OF THE INDEMNIFIED PARTIES, BUT EXPRESSLY EXCLUDING FROM THIS INDEMNITY AND AGREEMENT BY MW AND THE PERMITTED SUBTENANTS ANY CLAIMS ARISING OR ALLEGED TO ARISE FROM OR IN CONNECTION WITH THE CITY OBLIGATIONS UNDER SECTION 14 OF THIS MW SUB-SUBLEASE OR ANY USE OR OCCUPANCY OF THE PREMISES BY THE CHURCH OR ANY OTHER ACTIONS OR INACTIONS BY THE CHURCH. 11. INSURANCE: MW or the 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 MW or the Permitted Subtenant for its operations on, in, or about the Premises, reviewed and acceptable to the City, Southwestern Exposition and Livestock Show and Event Facilities Fort Worth, Inc. 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. 4 (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, Event Facilities Fort Worth, Inc. and Southwestern Exposition and Livestock Show as additional insured parties. This policy shall be primary insurance to City of Fort Worth, Event Facilities Fort Worth, Inc. and Southwestern Exposition and Livestock Show as respects to any other insurance carried by City of Fort Worth, Southwestern Exposition and Livestock Show and Event Facilities Fort Worth, Inc. The policies in (a) and (b) 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. MW 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 City of Fort Worth, Event Facilities Fort Worth, Inc. and Southwestern Exposition and Livestock Show if the coverages expire during the Term. 13. MAINTENANCE: City shall, at its sole cost and expense, be responsible for maintenance and repair of the striping, fencing, gates, parking surface, and lighting on the Premises. MW shall, at its sole cost and expense, be responsible for the maintenance and repair of any signs installed by MW on the Premises. MW shall maintain all of the Premises in good, neat condition. Landscaping of the Premises has been installed prior to the commencement date of the Term and shall be the sole responsibility of the Church, and neither City nor MW (nor the Permitted Subtenant) shall have any maintenance obligations regarding the existing or future landscaping. At the expiration of the Term, MW must surrender the Premises in at least as good condition as at the commencement of the Term, reasonable wear and tear and casualty excepted. Notwithstanding anything to the contrary contained in this MW Sub-sublease or otherwise, MW shall not be responsible for any maintenance or repair of the Premises in connection with or arising in any way from (i) the obligations of the City under this MW Sub-sublease (including, without limitation, the City Obligations under Section 14), or (ii) damage to the Premises caused by the Church, the City, Southwestern Exposition and Livestock Show, or Event Facilities Fort Worth, Inc. or(iii) any landscaping(which shall be the responsibility of the Church). City and MW shall meet on an annual basis each year, on a date and at a location mutually agreeable to both parties, to review the maintenance, operations and programs related to the Premises. 5 CRY 14. ALTERATIONS,ADDITIONS AND REPAIR: (a) Prior to the commencement date of the Term, City, at its expense, shall repair the existing fencing and erect new fencing so as to fence the Premises along the full extent of the north and south sides of the Premises and install a pedestrian access opening or gate with pedestrian cross walk markings at a location along the south fence approved in 'advance by Southwestern Exposition and Livestock Show. Prior to the commencement date of the Term, City shall also, at its expense, upgrade the existing lighting for the Premises as mutually approved by Southwestern Exposition and Livestock Show and the City. MW understands that the City must obtain the prior written consent of the Southwestern Exposition and Livestock Show for any other alterations to the Premises desired by the City or requested by MW. (b) The parking configuration shall be as set forth on the map thereof attached as a part of Exhibit "A" to this MW Sub-sublease and made a part hereof for all purposes, including the vehicular entrance and exit between Montgomery Street and the Premises, the pedestrian gate in the fence along the south boundary of the Premises, and providing 152 non-handicapped parking spaces per the terms outlined in Section 2. Parking spaces will be numbered at the cost of MW or the Permitted Subtenant. MW also shall be permitted to construct a pedestrian ramp at the pedestrian gate in the fence along the south boundary of the Premises and in the space immediately leading to the gate. 15. SIGNAGE: MW acknowledges that Southwestern Exposition and Livestock Show has granted Christ Chapel Bible Church the right to place one sign upon the low brick wall near Montgomery Street on the Premises, subject to all applicable municipal sign ordinances. City sub-subleases the Premises subject to the Church's right to place and maintain this sign, and MW agrees not to remove or alter the Church's sign without Southwestern Exposition and Livestock Show's prior written consent. Upon commencement of the Sub-sublease Term, MW may post signs indicating the reserved spaces and the visitor and employee parking as specified in Section 2 above, but these signs may not reference towing or possible search of vehicles. The locations and design of these signs are subject to Southwestern Exposition and Livestock Show's prior approval. 16. DISCLAIMER: Subject to the following provisions of this Section 16, MW admits by accepting and using the Parking Lot that it has inspected the Parking Lot and all improvements thereon and found them in good condition and repair. MW has had the opportunity to make inspections of the Premises. City specifically disclaims any warranty, guarantee, or representation, oral or written, past, present, or future concerning (i)the nature and condition of the Premises, including but not by way of limitation, the water, soil, geology, and the general suitability of the Premises for any activities and uses which MW may elect to conduct thereon, (ii) the manner, construction, condition, and state of repair of any improvements located on the Premises, and (iii) the compliance of the Premises with any laws, rules, ordinances, or regulations of any government or other body. This MW Sub-sublease is made on an "as is" basis, and MW expressly acknowledges that in consideration of the agreements of City in this MW Sub-sublease, City MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING,BUT NOT LIMITED TO,ANY WARRANTY OF CONDITION, SUITABILITY, � � b MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. ALL OF THE FORGOING PROVISIONS OF THIS SECTION 16 ARE SUBJECT TO THE CITY'S SATISFACTION OF ITS OBLIGATIONS UNDER THIS MW SUB-SUBLEASE, INCLUDING, WITHOUT LIMITATION, SECTION 14 OF THIS MW SUB-SUBLEASE,AND THE CHURCH'S SATISFACTION OF ITS OBLIGATIONS WITH RESPECT TO LANDSCAPING. 17. CONDEMNATION AND CASUALTY: (a) If the title to all or substantially all of the Premises is taken by condemnation proceedings or any right of eminent domain, this MW Sub-sublease will terminate on the date of such taking. Event Facilities Fort Worth, Inc. and Southwestern Exposition and Livestock Show shall be entitled to receive the proceeds resulting from such taking. MW waives any right to any compensation attributable to its leasehold interest in the Premises. City shall promptly provide MW with notice of any proposed, threatened, or instituted condemnation or eminent domain proceedings against the Premises. (b) If the Premises are damaged by fire, unavoidable accident, or other casualty, MW and City shall restore the Premises to a condition mutually agreeable to the parties 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 MW Sub-sublease for any reason, the obligations and liabilities of MW, actual or contingent, under this MW Sub-sublease which have arisen but which have not been performed or satisfied shall be terminated except any liens or encumbrances caused by MW or any rental or other payments due and owing City by MW. If for any reason at any time during the Term, the Fort Worth City Council fails to appropriate funds sufficient for City to fulfill its obligations under the sublease with Southwestern Exposition and Livestock Show, then City may terminate this MW Sub-sublease to be effective on the later of(i) thirty (30) days following delivery by City to MW of written notice of City'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 MW Sub- sublease. 19. ADVANCES BY CITY: If MW fails to make or perform any payment or act on its part to be made or performed under this MW Sub-sublease, then City may (but is not required to), without waiving any default or releasing MW 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 MW. All reasonable amounts so paid by City and all necessary and incidental reasonable costs and expenses incurred in connection with the performance of any such act by City, from the date of the making of such payment or of the incurring of such costs and expenses by City, shall be payable by MW to City on demand. 20. EVENTS OF DEFAULT AND REMEDIES: (a) An "Event of Default" shall occur if MW fails to pay any monetary sum payable under this MW Sub-sublease or defaults in the performance of any other provision of this MW o 7 "`Iy I, ° � v, Y . t�m V �{P+P Gh'is� b Sub-sublease to be performed by MW and the default continues for thirty (30) days after the date MW receives a written notice from City of the non-performance (provided that if cure is not reasonably curable within said 30 day period an Event of Default shall not have occurred if MW shall have commenced to sure the default within the 30 day period and shall diligently proceed to cure such default). (b) Whenever an Event of Default has occurred, City may, at its election, during the continuance of the Event of Default, by written notice to MW, terminate this MW Sub-sublease, whereupon MW's estate and all right of MW to the use of the Premises shall terminate, but MW shall remain liable as hereinafter provided. Upon this termination, City shall have the immediate right of re-entry and possession of the Premises and the right to remove any or all persons or property therefrom; and City may then hold,possess, and enjoy the Premises free from any rights of MW and any person claiming through or under MW. City shall then have the right to recover from MW: (1) Any and all amounts payable by MW under this MW Sub-sublease which may then be due and unpaid or which may then be accrued and unpaid; and (2) Any and all damages and expenses (including, without limitation, reasonable attorneys' fees and expenses), which City sustains by reason of the breach of any provision of this MW Sub-Sublease or the termination of this MW Sub-sublease; 21. RELATIONSHIP: Neither City nor MW shall be construed, by virtue of this MW Sub-sublease, to be the agent, partner,joint venturer, or associate of the other, it being expressly agreed that 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 MW Sub-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 22, 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 Ci 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 1 I r } With a copy to: City Attorney's Office 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: Sarah Fullenwider If to Southwestern Exposition and Livestock Show Southwestern Exposition and Livestock Show Post Office Box 1S0 Fort Worth Texas 76101-0150 Attention: W. R, Watt, Jr. Telephone: 817-877-2400 Telecopy: 817-877-2499 If to Mid-Western Development& Realty. Ltd. Mid-Western Development& Realty, Ltd. 1204-B W. 7t' Street Fort Worth, Texas 76102 Attention: Brent Hyder and Property Manager Telephone: 817-332-2327 Telecopy: 817-332-1188 With a copy to: Miller&Haney, L.L.P. 512 Main Street, Suite 901 Fort Worth, Texas 76102 Attention: William D. Miller Telephone: 817-332-3057 Telecopy: 817-332-3041 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(10) days written notice to the other party. 23. BINDING: Subject to the provisions of Section 5, all provisions contained in this MW Sub-Sublease are binding upon, inure to the benefit of, and are enforceable by the respective successors and assigns of MW and City. The provisions of this MW Sub-Sublease may be amended, waived, or terminated only by an instrument signed by City and MW. 24. ENTIRE AGREEMENT: This MW Sub-Sublease contains the entire agreement of the parties with respect to the Sub-Sublease of the 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 MW Sub- Sublease have been inserted for convenient reference only and do not modify, define, limit, or 9 ITY i ` 4 expand the express provisions of this MW Sub-Sublease. This MW Sub-Sublease is governed by and construed and enforced in accordance with the laws of the State of Texas, and is subject to all applicable governmental 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 MW Sub-sublease,venue for such action shall lie in state courts located in Tarrant County, Texas, or the United States District Court for the Northern District of Texas—Fort Worth Division. (Signature Page Follows) pJ k 5 l 4Nw.,✓i&,kk��,.7�v u!o� �s a1 ka x,"M/wl r"�"� 10 Executed by City and MW in multiple counterparts, each of which shall be deemed an original, to be effective for all purposes as of the Effective Date. CITY OFD FORT WORTH, TEXAS ATTEST Libby atson City S retary Assistant City Manager Approved as to Form and Legality - k, By: Assistant Ci Attorney MID-WESTERN DEVELOPMENT & REALTY,LTD. By: Mid-Western Development&Realty Management, L.L.C., Its general partner By: Brent yder, Manager By: � .. ............. Whitney H. More, Manager The undersigned owner of the Premises, Event Facilities Fort Worth, Inc , consents to the above MW Sub-sublease, and agrees (i) to honor and recognize MW's tenancy in and rights to use and occupy the Premises according to the terms and provisions of this MW Sub-sublease throughout the stated Term of the MW Sub-sublease, so long as MW has properly renewed each renewal term as provided in the MW Sub-sublease and the MW Sub-sublease is not terminated solely due to a default thereunder by MW; and(ii)that the copy of the Master Lease delivered to MW is a true, complete and current copy of the Master Lease, and there are no other agreements governing the subject matter thereof. EVENT FACILITIES FORT WORTH, INC., A Texas non-profit corporation By: Name: A .J Title:_ rot TEX Southwestern Exposition and Livestock Show, which is the lessee under the Master Lease, the sublessor under the City Sublease, and the sublessor under the Sublease with the Church, consents to the above MW Sub-sublease and specifically acknowledges and agrees that (i) Southwestern Exposition and Livestock Show will honor and recognize MW's tenancy in and rights to use and occupy the Premises according to the terms and provisions of this MW Sub- sublease in the event that (a) the City Sublease shall terminate during the Term of this MW Sub- sublease for any reason other than an Event of Default by MW and/or (b) this MW Sublease is terminated by the City pursuant to Section 18 of this MW Sublease; (ii) Southwestern Exposition and Livestock Show will accept a written notice from MW renewing the Term of this MW Sub- sublease in accordance with the provisions of Section 3 of this MW Sub-sublease as a renewal of the term of the City Sublease for the same renewal Term as so renewed and extended under this MW Sub-sublease; and (iii) the copies of the Master Lease Agreement, the First Amendment to Master Lease Agreement, the City Sublease, the Sublease with the Church, and the First Amendment to the Sublease with the Church delivered to MW are true, complete, and current copies thereof, and there are no other agreements governing the subject matter thereof. SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW A Texas non-profit corporation By: Name: p Title: �w 12 EXHIBIT"A" Plat Showing Sub-Subleased Premises {To be attached} J� w. o b 4 4 4 � U (9 Z + N X N W ' � e - Z - - Y y d : 3 e 1 S A83W091NOA 2 r - U a • J W City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 12/16/2003 - Ordinance No. 15807 DATE: Tuesday, December 16, 2003 LOG NAME: 80BGPARKINGLOT REFERENCE NO.: C-19909 SUBJECT: Amendment to City Secretary Contract No. 19597 between the City of Fort Worth and Mid-Western Development & Realty Company RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to amend City Secretary Contract No. 19597 with Mid-Western Development & Realty Company to extend the term of the agreement and reduce the number of parking spaces; and 2. Adopt the attached appropriation ordinance increasing estimated revenues and appropriations in the Special Trust Fund in the amount of $36,000 from available funds for the relocation of the greenhouses located at the Botanic Garden. DISCUSSION: As part of the the 1998 Capital Improvement Program, funds were designated for Phase One of the Botanic Garden's Master Plan which includes the construction and relocation of greenhouses on a portion of the Fort Worth Botanic Garden Parking Lot ("Parking Lot") currently leased to Mid-Western Development & Realty Company ("MW'). The greenhouses are currently located along Old Garden Road, in the central portion of the Botanic Garden. Relocating the greenhouses and maintenance compound to the Parking Lot will allow the redevelopment of that area as the Demonstration Garden. Attached is a site plan of the proposed greenhouse relocation. In 1993, the City entered into an agreement (City Secretary Contract No. 19597) with MW for lease of the Parking Lot for five years, beginning March 1, 1993, and ending February 28, 1998. The lease includes two 5-year options which will expire February 28, 2008. The lease also stipulated an annual lease fee amount of $36,000. These funds are placed in a trust fund for future development of the Botanic Garden. In January 2003, MW exercised the last 5-year option of the lease. This recommendation will amend City Secretary Contract No. 19597 to add an additional five-year lease term from March 1, 2008, until February 28, 2013, and reduce the leased area from 463 parking spaces to approximately 255 parking spaces. Accordingly, the rent for the Parking Lot will be reduced from $36,000 a year prorated to a rate of $19,826 per year once the remaining area of the Parking Lot is closed for the construction of Phase One of the Botanic Garden Greenhouse Project Plans. The rent for the Parking Lot during the third renewal term shall be $23,800 a year. Additionally, the City will sub-sublease the parking lot north of the Rowan building ("Stock Show Parking Lot) for a three year primary term, with two one-year options for the purpose of providing additional parking for the tenants of MW located at 2501 Montgomery Street. This sub-sublease is needed to accommodate the parking needs of MW due to the loss of parking spaces as a result of the relocation of the Botanic Logname: 80BGPARKINGLOT Page 1 of 2 Garden greenhouses. Terms of the agreement amendment include indemnification, insurance coverage, maintenance of the Parking Lot, an opportunity for MW to comment on the Botanic Garden Greenhouse Project Plans relating to parking, ingress/egress and layout issues, and establishment of an annual meeting to review the maintenance, operations and programs related to the parking lots. The agreement will also allow MW to continue to sublease the Parking Lot to the tenants of 2501 Montgomery Street. Construction for Phase One of the Botanic Garden Greenhouse Project shall not begin before October 1, 2004, or until the Stock Show Parking Lot is ready for use, whichever occurs first. The City, at its sole discretion, may renew this agreement at the end of the third renewal term. If the City elects not to renew the agreement, written notice of intent will be given no later than March 1, 2011. This Mayor and Council Communication (M&C) corresponds to M&C C-19908, Contract with Southwestern Exposition and Livestock Show to Sublease Parking Lot. 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/AppountlCenters FROM Fund/Account/Centers FE72 488692 080502101010 $36 000 90 EEZZ 1fARIOt N 080502101010 36 QOCLOO Submitted for Cii". jpg�et's Offigg-by: Libby Watson (6183) QdginglLing ®_. epartment Head: Randle Harwood (Acting) (5704) Additional IAfQrnmqtigqn Contaqt-. Sandra Youngblood (5755) Lo name: 80BGPAR'It GLOT Page 2 of