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HomeMy WebLinkAboutContract 32390 CITY SECRETARY CONTRACT NO. �- AMENDMENT NO. 1 TO ROOM BLOCK AGREEMENT (CITY SECRETARY CONTRACT NO. 31500) This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO. 31500 ("Consent")is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas, and BCM/CHI WORTHINGTON, INC. ("Owner"), a Maryland corporation. The following introductory provisions are true and correct and form the basis of this Amendment: A. As of March 17, 2005, and as a condition of a separate Economic Development Program Agreement (City Secretary Contract No. 31475),the City and Owner entered into that certain Room Block and Meeting Space Agreement on file in the City Secretary's Office as City Secretary Contract No. 31500 (the "Agreement"). Under the Agreement, Owner agreed to reserve specific percentages of standard guest rooms and suites in the Hotel located at 200 Main Street in the City, which is currently operating as the Renaissance Worthington, for specific periods of time for attendees, participants and planners of conventions and trade shows at the Fort Worth Convention Center, all as provided by and in accordance with the Agreement. B. Section 8.04 of the Agreement specifically allows Owner to assign the Agreement to another party conditioned on (i) the prior written consent of the City and (ii) execution by the assignee of a written agreement pursuant to which the assignee agrees to assume all covenants and obligations of Owner under the Agreement. C. The parties wish to amend the Agreement to allow Owner to assign the Agreement to an affiliate of Owner without the necessity of prior City Council approval or additional City Council findings. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Owner agree as follows: 1. Section 8.04 of the Agreement (Successors and Assigns) is hereby amended by adding the following two (2) sentences at the end of the sole paragraph of that Section: Notwithstanding the foregoing, Owner may assign this Agreement to an Affiliate without City approval by providing written notice of such intent to the City prior to the effective date of the assignment, which written notice shall include the name and mailing address of the assignee and a designated effective date of the assignment, in which case the assignee will as of the effective date of the assignment assume all covenants and obligations of Owner under this Agreement. For purposes of this Agreement, "Affiliate" shall mean (i) any entity Amendment No. 1 CSC No.31500 C-11, F]CAL W00 Room Block Agreement with BCM/CHI Worthington,Inc. CITY 211-�1119HTAQY H. '. �Ifll N1 majority of the ownership consists of individuals, partnerships, trusts (or their individual partners or beneficiaries) or other entities included, whether by legal title or beneficially, in the present ownership of Owner or (ii) any entity which has at least a fifty-one percent (51%) direct or indirect ownership interest in Owner or any entity in which Owner has at least a fifty-one percent (51%) direct or indirect ownership interest. 2. All terms in this Amendment that are capitalized but not defined shall have the meanings assigned to them in the Agreement. 3. All terms and conditions of the Agreement that are not expressly amended pursuant to this Amendment shall remain in full force and effect. EXECUTED in multiples as of the last date indicated below: CITY OF FORT WORTH: ATTEST: By: 69!6�7By: fh&tqk/nhZ,2 Dale Fisseler ?,� Marty Hendrix Assistant Cit—Manager City Secretary Date: APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Assistant City Attorney M&C: none required BCM/CHI WORTHINGTON, INC.: By: Name: Title: Date: OFFICIM IWO Amendment No. 1 CSC No.31500 �� a Room Block Agreement with BCM/CHI Worthington,Inc. � � � For purposes of this Agreement, "Affiliate" shall mean (i) any entity in which a majority of the ownership consists of individuals, partnerships, trusts (or their individual partners or beneficiaries) or other entities included, whether by legal title or beneficially, in the present ownership of Owner or (ii) any entity which has at least a fifty-one percent (51%) direct or indirect ownership interest in Owner or any entity in which Owner has at least a fifty-one percent (51%) direct or indirect ownership interest. 2. All terms in this Amendment that are capitalized but not defined shall have the meanings assigned to them in the Agreement. 3. All terms and conditions of the Agreement that are not expressly amended pursuant to this Amendment shall remain in full force and effect. EXECUTED in multiples as of the last date indicated below: CITY OF FORT WORTH: ATTEST: By: By: Dale Fisseler Marty Hendrix Assistant City Manager City Secretary Date: APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Assistant City Attorney M&C: none required BCM/CHI W RTHINGT C.: By: , Name: Title: Amendment No. 1 CSC No. 31500 Room Block Agreement with BCM/CHI Worthington,Inc.