HomeMy WebLinkAboutContract 19725-A9 I
CITY SECRETARY �,
CONTRACT NO.
AMENDMENT TO CITY SECRETARY CONTRACT NO. 197259 AS AMENDED BY CITY
SECRETARY CONTRACT NOS.
20829,27471,27897,29074,33409,34457,36659,and 19725-A8
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
7° Hall of Fame and the areas designated for the plaza and future Cattle Raisers Museum;
M
C)
M WHEREAS, on September 18, 2003, Lessor and Lessee entered into CSC No. 29074, further amending
M 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;
M
C-1 WHEREAS, on January 5, 2006, Lessor and Lessee entered into CSC No. 33409 for the purpose of
cc 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 a islgfanm by efty g the Stock Show and Rodeo, to
OFFICIAL RECORD
141TY SECRETARY
,Amendment to CSC No. 19725,as amended i I of 8
i FT. Vn RTH,TX
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,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, and 19725-A8 (collectively, the
"Lease");
WHEREAS, since executing CSC 19725-A8, the Harley Avenue realignment and Equestrian
Multipurpose Building projects have been completed, and the parties wish to amend the Lease to update the
current boundary and status of the Leased Premises;
WHEREAS, Lessor has undertaken to make certain improvements, renovations, and related
infrastructure enhancements for the Covered Promenade, Tower Drive, Cattle Barn 2, and Milking Parlor at the
Will Rogers Memorial Center (the "Project") and in connection therewith issued Series 2013B Certificates of
Obligation in the principal amount of$11,140,00.00, of which$9,000,000.000 were used to fund the Project (the
"Project Debt");
WHEREAS, pursuant to Section 15 of the Lease, Lessee has a continuing interest in assisting Lessor in
maintaining and updating the Will Rogers Memorial Center facilities;
WHEREAS, Lessee agreed to fund one-half of the debt service for repayment of the Project Debt,with a
total commitment of$6,867,456.20 to be paid over a period twenty years,through 2035; and
WHEREAS, the Lease is currently set to expire in 2023 and to accommodate the debt repayment
schedule, Lessor and Lessee desire to further amend the Lease (1) to extend the term of the Lease for an
additional twelve years to expire at the conclusion of Lessee's 2035 event and(2)to modify the rental structure to
memorialize Lessee's agreement to fund one-half of the debt service for the repayment of the Project Debt,with a
total commitment of$6,867,456.20 to be paid over a period of twenty years;
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.
Section 1 of the Lease titled"Leased Premises"is amended to update the current boundary of the Leased Premises
as shown in Exhibit "A-4." Exhibit "A-3" attached to CSC No. 19725-A8 is deleted and replaced with Exhibit
"A-4" attached hereto and incorporated herein. If, at any time during the Lease term, any parking spaces are
needed, either temporarily or permanently, for the construction of structures pursuant to Lessor's rights under
Section 11 of the Lease,the Leased Premises will be modified to delete those parking spaces occupied by the new
construction. Nothing contained in this section shall be construed to amend, alter, or supersede Section 11 of the
Lease.
Amendment to CSC No. 19725,as amended 2 of 8
Any and all references to Exhibit"A","A-2", or"A-3"in the Lease are replaced by Exhibit"A-4."
2.
In order to extend the term of the Lease and update the current boundary of the Leased Premises, the entirety of
Subsection 1(A) of the Lease(entitled"Leased Premises")is hereby amended to read as follows:
"(A) Subject to the reservations hereinafter made, Lessor does hereby lease to Lessee, for a thirty
(30) day period each year throughout the remaining term of this Lease expiring thirty (30) days
following the end of the annual thirty(30)day period after the 2035 Southwestern Exposition and
Livestock Show or April 30,2035 (whichever is later),with the thirty(30)day period during each
year to commence on a date between January 1St and March 1"to be designated for each year as
hereinafter set out, the following described premises situated in the Will Rogers Memorial Center
in Fort Worth,Tarrant County,Texas:
1. Will Rogers Memorial Coliseum;
2. Will Rogers Memorial Auditorium;
3. Amon G. Carter Jr. Exhibits Hall;
4. Small Exhibits Building;
5. Will Rogers Equestrian Center, including the Burnett Building, Richardson-Bass
Building, and Parking Garages at Watt Drive and Burnett Tandy Drive;
6. Moncrief Building;
7. All parking areas inside the described boundaries as shown on Exhibit"A-4";
8. All other livestock buildings;
9. Ticket office;
10. Equestrian Multipurpose Building;
11. Western Heritage Parking Garage;
12. The Pavilion after substantial completion and issuance of a certificate of occupancy; and
13. The other areas immediately surrounding the above-described buildings that are bounded
on the east by University Drive, on the north by West Lancaster Avenue, on the west by
Montgomery Street, including the surface parking lot adjacent and south of the Museum
of Science and History and the property immediately south of Harley Avenue, but
excluding the property now being used by the Museum of Science and History building,
the Fort Worth Community Arts Center, National Cowgirl Museum and Hall of Fame,
and Casa Mariana;
all of which lands and premises are more particularly set forth and delineated on the map attached
to and incorporated into the Lease as Exhibit `A-41." Notwithstanding anything to the contrary,
the Leased Premises do not include any streets that are dedicated public rights-of-way, including,
but not limited to, Gendy Street and Harley Avenue, unless Lessor authorizes closure of streets
for the purpose of conducting the Southwestern Exposition and Livestock Show. If Lessor
authorizes closure of any streets that are dedicated public rights-of-way, these streets shall
become a part of the Leased Premises during the time period authorized by Lessor.
3.
In order to modify the rental structure to memorialize Lessee's agreement to fund one-half of the debt service for
repayment of the Project Debt, with a total commitment of$6,867,456.20 to be paid by Lessee over a period of
twenty years, Section 2 of the Lease(entitled"Rental")is hereby amended to add the following subsection(H):
Amendment to CSC No. 19725,as amended 3 of 8
"(H) The parties acknowledge and agree that Lessor has undertaken to make certain improvements,
renovations, and related infrastructure enhancements for the Project and that in order to finance
these improvements, Lessor issued the Project Debt. In support of the 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 six million eight hundred sixty-seven thousand four
hundred fifty-six dollars and twenty cents ($6,867,456.20) for use in making principal and interest
debt service payments on the Project Debt, with such amount to be paid by Lessee to Lessor over
twenty years in semiannual installments in accordance with the amortized schedule set forth in
Exhibit D,which is attached hereto and incorporated herein for all purposes.
Notwithstanding the foregoing, if Lessor determines to refund or refinance the Project Debt and
such refunding or refinancing results in a Gross Cash Flow Savings, then the parties agree to share
in such Gross Cash Flow Savings on a pro rata basis (50% to Lessor and 50% to Lessee) with
Lessee agreeing to pay its total revised share of the Project Debt over the term of the Lease or the
term of the refunded or refinanced Project Debt, whichever is earlier. Any revised payment plan
shall be set forth in a written amendment to this Lease and to Exhibit D. Lessee shall continue to
make debt service payments on the Project Debt in the same amount and manner as set forth on the
attached Exhibit D until such time as any revised payment plan has been incorporated into the
Lease through the above-required written amendment. For purposes of this subsection, "Gross
Cash Flow Savings" shall have the meaning that is commonly known and used in the financial
industry. The parties understand and acknowledge that Lessor has the sole and absolute right to
refund/refinance the Project Debt, and nothing contained herein shall prevent Lessor from
executing any and all necessary documentation to achieve the same.
4.
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.
Amendment to CSC No. 19725,as amended 4 of 8
IN WITNESS WHEREOF this instrument is executed in duplicate originals in Fort Worth, Tarrant County,
Texas,this D),� day of ,2014.
LESSOR: LESSEE:
CITY OF FORT WORTH SOUTHWESTERN EXPOSITION
AND LIVESTOCK SHOW
By: — By:��
san 8anis Edward P.Bass
A fit City Manager 4airman of the Bo
By:
Br ford S.Barnes
P esident
APPROVED AS TO FORM
AND LEGALITY:
Tyler F. ach
Assista City Attorney
ATTEST: ®�
o �
Mary Kayser S g�
City Secretary \\\
OpOOO-O� �ooOe��
M&C: C-27012 �''��00
Date: September 23,2014
CITY SECRETARY
FT.RnRTHV TX
Amendment to CSC No.19725,as amended 5 of 8
Exhibit A-4
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Amendment to CSC No.19725,as amended 6 of 8
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Exhibit D
PAYMENT SCHEDULE:
Payment Due Payment Amount Annual Pmt.
3/15/2015 171,686.40
9/15/2015 171,686.41 343,372.81
3/15/2016 171,686.40
9/15/2016 171,686.41 343,372.81
3/15/2017 171,686.40
9/15/2017 171,686.41 343,372.81
3/15/2018 171,686.40
9/15/2018 171,686.41 343,372.81
3/15/2019 171,686.40
9/15/2019 171,686.41 343,372.81
3/15/2020 171,686.40
9/15/2020 171,686.41 343,372.81
3/15/2021 171,686.40
9/15/2021 171,686.41 343,372.81
3/15/2022 171,686.40
9/15/2022 171,686.41 343,372.81
3/15/2023 171,686.40
9/15/2023 171,686.41 343,372.81
3/15/2024 171,686.40
9/15/2024 171,686.41 343,372.81
3/15/2025 171,686.40
9/15/2025 171,686.41 343,372.81
3/15/2026 171,686.40
9/15/2026 171,686.41 343,372.81
3/15/2027 171,686.40
9/15/2027 171,686.41 343,372.81
Amendment to CSC No. 19725,as amended 7 of 8
3/15/2028 171,686.40
9/15/2028 171,686.41 343 312.$1
3/15/2029 171,686.40
171,686.41
9/15/2029 3932
3/15/2030 171,686.40
171,686.41
9/15/2030 393 352. 1
3/15/2031 171,686.40
9/15/2031 171,686.41 343 1
3/15/2032 171,686.40
171,686.41
9/15/2032 3972
3/15/2033 171,686.40
171,686.41
9/15/2033
3/15/2034 171,686.40
171,686.41
9/15/2034
6,867,456.20
Amendment to CSC No. 19725,as amended 8 of 8
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL'`ACTION: Approved on 912312014
DATE: Tuesday, September 23, 2014 REFERENCE NO.: C-27012
LOG NAME: 25STOCKSHOWAMENDMENT14
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, Revise Scope of Leased Premises and Modify Rental Structure (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council 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:
(1) extending the term for an additional twelve years to expire in 2035;
(2) revising the leased premises; and
(3) modifying the rental structure to memorialize the Southwestern Exposition and Livestock Show
Agreement to participate in the repayment of funding associated with certain improvements, renovations
and related infrastructure for the Covered Promenade, Tower Drive, Cattle Barn and Milking Parlor at the
Will Rogers Memorial Center with a total commitment of$6,867,456.20 to be paid over a period of twenty
years.
DISCUSSION:
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) (Lease). Pursuant to the Lease, SWELS has a continuing interest in assisting the City in maintaining
and updating the WRMC facilities. The City issued Certificates of Obligation to help fund certain
improvements, renovations and related infrastructure for the Covered Promenade, Tower Drive, Cattle
Barn and Milking Parlor at the WRMC. SWELS has offered to assist the City with the above-stated
improvements and renovations by funding half of the debt service. To accomplish this, Staff is
recommending that the term of the Lease be extended and the rental structure be modified to account for
such repayment as set forth below and in the attached exhibit.
Extended Term: The term for the repayment of the Certificates of Obligations is 20 years; however, the
Lease is scheduled to expire in 2023. In order to accommodate the debt repayment schedule, Staff is
requesting that the Lease be extended an addition 12 years, with expiration to occur at the conclusion of
the SWELS 2035 event.
Investment: The requested amendment will also modify the rental structure in the Lease to memorialize
the SWELS Agreement to contribute one-half of the cost of the debt service for the repayment of the
Logname: 25STOCKSHOWAMENDMENT14 Page 1 of 2
above-stated Certificates of Obligations with a total commitment of$6,867,456.20 to be paid over a period
of 20 years. The total commitment by SWELS is capped at the above-stated amount; however, in the
event the City is able to refinance under more favorable terms, SWELS would be permitted to share in any
future savings. The payments will be paid in March and September of each year per the repayment
schedule attached hereto as an exhibit.
In addition to the above-stated revisions, Staff is recommending modifications to the leased premises to
reflect the recent completion of the Harley Avenue realignment and the Equestrian Multi-Purpose Building
projects and construction of The Pavilion (see attached exhibit).
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that the Public Events Department will be
responsible for the collection of funds due to the City under this contract.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
GG04 488100 0240600 $343.372.81
CERTIFICATIONS:
Submitted for City Manager's Office by;. Susan Alanis (8180)
Originating Department Head: Kirk Slaughter (2501)
Additional Information Contact: Betty Tanner (2502)
ATTACHMENTS
1. Amendment9Exhibit A-4Premises2014.pdf (Public)
2. Exhibit D - Payment Schedule2014.pdf (Public)
Logname: 25STOCKSHOWAMENDMENT14 Page 2 of 2