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Home My WebLink AboutContract 36172 `iTY SECRETORNO,YtU2 FIRST AMENDMENT TO OPTION AGREEMENT TO ENTER INTO RETAIL LEASE AGREEMENT THIS FIRST AMENDMENT TO OPTION AGREEMENT TO ENTER INTO RETAIL LEASE AGREEMENT (this "Amendment") is entered into as of October 30, 2007 (the "Effective Date"), by and among the CITY OF FORT WORTH, TEXAS, a Texas home-rule city ("City"), and OMNI FORT WORTH PARTNERSHIP, L.P., a Delaware limited partnership ("Omni"). A. WHEREAS, effective as of April 27, 2005, City and Omni entered into that certain Option Agreement to Enter into Retail Lease Agreement, referred to as City Secretary Contract No. 31740, for certain property located in Fort Worth, Tarrant County, Texas, as more fully described therein(the "Option Agreement"); and B. WHEREAS, City and Omni entered into that certain Memorandum of Option dated April 27, 2005, and recorded under Instrument Number D205136079 in the Real Property Records of Tarrant County, Texas, and also referred to as City Secretary Contract No. 31741, evidencing the Option Agreement; and C. WHEREAS, pursuant to Exhibit A of the Option Agreement, the parties have reached an agreement regarding the location of the Hotel to be constructed by Omni and the location of the Garage to be constructed by City; and D. WHEREAS, City has caused a replat of the property to be recorded in Cabinet A, Slide 11331 of the Deed Records of Tarrant County, Texas; and E. WHEREAS, the parties desire to amend the Option Agreement to replace Exhibit A attached thereto with the legal description of the land upon which the Garage is to be located. NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, City and Omni do hereby agree as follows: 1. Defined Terms. Unless otherwise defined in this Amendment or the context otherwise requires, each term used in this Amendment with its initial letter capitalized which has been specifically defined in the Option Agreement shall have the same meaning herein as given to such term in the Option Agreement. 2. Legal Description. The parties hereby agree that the legal description attached hereto as Exhibit A shall replace Exhibit A of the Option Agreement for all purposes. All references to the property upon which the Garage is located in the Option Agreement are hereby amended to refer to the property described on the new Exhibit A. 3. No Other Effect. Except as expressly amended by this Amendment .no tee._ ___.. _ provision of the Option Agreement is or shall be amended, modified or supple ented, and Option Agreement, as amended hereby, is hereby ratified and reaffirmed by the parties and shall continue in full force and effect. FIRST AMENDMENT TO OPTION AGREEMENT—Page ] 4. Counterparts. To facilitate execution, this Amendment may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in. making proof of this Amendment to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. Delivery of an executed counterpart of this Amendment by facsimile shall be binding upon the party so delivering. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] FIRST AMENDMENT TO OPTION AGREEMENT—Page 2 IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the Effective Date. CITY: Approved as to form: CITY OF FORT WOR , a Texas home-rule city By: City Attorney Name: C 2 D 6 / Y Title: City Manager 3 -7-1-OS ATTEST: - .))NAA1 W_V� City Secretary [SIGNATURES CONTINUE ON FOLLOWING PAGE] FIRST AMENDMENT TO OPTION AGREEMENT—Signature Page I OMNI: OMNI FORTH WORTH PARTNERSHIP, L.P., a Delaware limited partnership By: Omni Fort Worth GP Corporation, a Delaware corporation, its General Partner By: Name: Title: Y/CE FIRST AMENDMENT TO OPTION AGREEMENT—Signature Page 2 EXHIBIT A LEGAL DESCRIPTION Lot 1, Section 7R, FORT WORTH CONVENTION CENTER ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to plat recorded in Cabinet A, Slide 11331, Deed Records of Tarrant County, Texas. Dallas 1\5103080\1 42379-1 9/26/2007 EXHIBIT A—Solo Page Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 3/29/2005 CONTINUED FROM A PREVIOUS WEEK DATE: Thursday, March 24, 2005 LOG NAME: 170MNI LEASE REFERENCE NO.: C-20618 SUBJECT: Authorizin,,9 Execution of Ground Lease of Blocks 7 and 8, Tarrant County Convention Center Addition, to Omni Fort Worth Partnership, L.P. RECOMMENDATION: It is recommended that the City Council authorize execution of the attached Ground Lease of Blocks 7 and 8, Tarrant County Convention Center Addition, to Omni Fort Worth Partnership, L.P. DISCUSSION: Under the attached Ground Lease (the Lease), the City will lease Blocks 7 and 8, Tarrant County Convention Center Addition (the Leased Premises), to Omni Fort Worth Partnership, L.P. (Omni). Omni proposes to construct, among other things, a full-service hotel and associated parking garage on the Leased Premises, which are located directly to the west of the Fort Worth Convention Center. The City also intends to construct a separate parking garage with ground level retail and commercial space to the north of the hotel and hotel garage on a portion of Block 7. The exact description of the Leased Premises is subject to a survey that will be completed once architectural and design specifications for the hotel, the hotel garage and the City-owned garage are completed. The Leased Premises will be replatted prior to initiation of any construction so that the City-owned garage will be on a tract of land that is separate and apart from the Leased Premises. The term of the Lease is 99 years. However, during a one-year period comencing after the tenth anniversary of the hotel's opening, Omni will have an option to purchase the Leased Premises for the then- fair market value of the land. The City will also have the right during that same time period to put the Leased Premises to Omni for the same purchase price. Rent for the Leased Premises for the first 5 years of the term will be $283,500 per year, which is the fair market rent that has been established for the Leased Premises in accordance with the City's standard appraisal procedures. Thereafter, rent shall be subject to adjustment in accordance with changes to the consumer price index for all urban consumers, published by the Bureau of Labor Statistics of the United States Department of Labor for Dallas-Fort Worth, Texas. Omni will be required to maintain and keep in good repair the Leased Premises and to provide full insurance coverage and pay all taxes assessed on the Leased Premises. The Fort Worth City Parking Garage will be located in Council District 9. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Finance Department, Treasury Office, is responsible of collection and deposit of funds from this lease. TO Fund/Account/Centers FROM Fund/Account/Centers http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/28/2007 Page 2 of, GG01 443453 0252.000 $0.00 Submitted for City Manager's Office by: Joe Paniagua (6191) Originating Department (Head: Tom Higgins (6192) Additional'Information C ntact: Kirk Slaughter (2501) Peter Vaky (7601) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/28/2007