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HomeMy WebLinkAboutContract 31735 CITY SECRETAR CONTRACT NO. 1 STATE OF TEXAS § COUNTY OF TARRANT § TAX ABATEMENT AGREEMENT This TAX ABATEMENT AGREEMENT ("Agreement") is 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 OMNI FORT WORTH PARTNERSHIP, L.P. ("Omni"). RECITALS The City and Omni hereby agree that the following statements are true and correct and constitute the basis upon which the City and Omni have entered into this Agreement: A. On June 15, 2004, the City Council adopted Resolution No. 3092, stating that the City elects to be eligible to participate in tax abatement and including guidelines and criteria governing tax abatement agreements entered into between the City and various third parties, entitled "Tax Abatement Policy" (the "Policy"), which is attached hereto as Exhibit"A" and hereby made a part of this Agreement for all purposes. B. The Policy contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended(the"Code"). C. On March 29, 2005, the City Council adopted Ordinance No. 16342-03- 2005 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. Fifty-two, City of Fort Worth, Texas (the"Zone"). D. Omni has entered into or intends to enter into a lease of certain real property that is owned by the City and located entirely within the Zone and that is more particularly described in Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes. E. In accordance with the Economic Development Program Agreement, Omni plans to construct the Project, including the Hotel, on the property described in Exhibit "B". Omni is considering the construction of Residential Units on top of the Hotel. These Residential Units will be created as separate legal parcels from the Hotel pursuant to a condominium regime and will be fully taxable by the City and will not be subject to or benefit from any Abatement granted hereunder. 0FFIC,Iil�r,I aK�t ,I p Page 1 Off �5�ffi/lkifV Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership, L.P. " ��W, � �c, F. In connection with the development and operation of the Project, Omni has filed or will file a Condominium Declaration in the real property records of Tarrant County, and Omni has formed or will form a Master Condominium Association, whereby Omni will own separate condominium units representing ownership of the Hotel, the Hotel Garage and the Residential Units. The City has agreed to cooperate with Omni in any manner reasonably necessary to create this condominium regime and to file the Condominium Declaration in the real property records of Tarrant County. G. Omni previously submitted an application for tax abatement to the City concerning the contemplated use of the real property described in Exhibit `B" (the "Application"), attached hereto as Exhibit"C" and hereby made a part of this Agreement for all purposes. H. The contemplated use of the real property described in Exhibits `B" the hotel and the multi-level parking garages, as more specifically outlined in Section 4.1 and the terms of this Agreement are consistent with encouraging development of the Zone and generating economic development and increased employment opportunities in the City, in accordance with the purposes for creation of the Zone, and are in compliance with the Policy, the Ordinance and other applicable laws, ordinances, rules and regulations. I. In connection with this Agreement, the City and Omni (or an affiliate of Omni) have entered into various agreements contemporaneously, including (i) the Economic Development Program Agreement; (ii) the Ground Lease; (iii) the Room Block Agreement; (iv) a Completion Guaranty issued by Omni's ultimate parent company, TRT Holdings, Inc., pursuant to which TRT Holdings, Inc. guarantees the timely completion and payment of all costs associated with construction of the Project, as required by and more specifically outlined in the EDPA; (v) a Contract for Exclusive Food, Beverage and Alcoholic Beverage Services at the Convention Center; and (vi) an Option Agreement to Enter into Retail Lease Agreement pertaining to those portions of the ground floor of the parking garage owned by the City and located to the north of the Hotel Property which are dedicated for retail operations and leased by the City to Omni (collectively, the "Development Documents"). J. The terms of this Agreement and the uses of the real property described in Exhibit `B" contemplated hereunder satisfy the eligibility criteria of the Policy for Commercial/Industrial Development Projects, as defined in Section 4.2 of the Policy. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT Page 2 CITY Tax Abatement Agreement � rJSI lc between City of Fort Worth and Omni Fort Worth Partnership,L.P. 1. INCORPORTION OF RECITALS. The City Council hereby finds, and the City and Omni hereby agree, that the recitals set forth above are true and correct and form the basis upon which the City has entered into this Agreement. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Central City means the area of the corporate limits of the City within Loop 820 (i) consisting of all Community Development Block Grant ("CDBG") eligible census block groups; (ii) all Enterprise Zones; and (iii) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG eligible block groups or Enterprise Zones, as well as any CDBG-eligible block in the corporate limits of the City outside Loop 820, as more specifically depicted in the Policy attached hereto as Exhibit "A". Central City Resident means an individual whose principal place of residence is located within the Central City. Completion Date means the date as of which both the entire Hotel and the Hotel Garage are Substantially Complete and lawfully open for business to the general public. Completion Deadline means 1,230 calendar days from the Effective Date of this Agreement, as may be extended by Force Majeure. Convention Center means the Fort Worth Convention Center located in the City at 1201 Houston Street. Economic Development Program Agreement or EDPA means that agreement between the City and Omni pursuant to which the City will make various economic development grants authorized by Chapter 380 of the Texas Local Government Code and waivers of fees in return for Omni's construction of the Hotel. EDPA Program Grants means those economic development grants authorized by Chapter 380 of the Texas Local Government Code and made by the City pursuant to the EDPA. Enterprise Zone means a zone designated as such pursuant to the Texas Enterprise Zone Act, Chapter 2303, Subchapter F of the Texas Government Code. Page 3 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. First Tier Flay means one of the following brand names under which the Hotel is operating and marketing itself. Westin; Sheraton; Marriott; Hilton; Renaissance; Hyatt, Omni; or another first-class hotel brand name that has specifically been approved by the City Council of the City for purposes of this Agreement, which approval shall not be unreasonably withheld. Force Majeure means (i) with respect to Omni, an event beyond Omni's reasonable control, including, without limitation, acts of God, fires, strikes, national disasters, wars, riots, material or labor restrictions, delays caused by unforeseen structural issues, weather delays, injunctions or other legal proceedings brought by third parties, unreasonable delays by the City in issuing any permits, consents or certificates of occupancy or conducting any inspections of or with respect to the Hotel and/or the Hotel Garage, delays caused by the City's failure to complete "Lessor's Work" as provided for and defined in the Ground Lease, or delays caused by unforeseen construction or site issues, but shall not include construction delays caused due to purely financial matters involving Omni, such as, without limitation, delays in the obtaining of adequate financing, and (ii) with respect to the City, an event beyond the City's reasonable control, including, without limitation, acts of God, fires, strikes, national disasters, wars, riots, material or labor restrictions, or acts of third parties. Fort Worth Certified M/VVBE Company means a minority or woman-owned business that has received certification as either a minority business enterprise (MBE) or a woman business enterprise (WBE) by either the North Texas Regional Certification Agency (NTRCA) or the Texas Department of Transportation (TxDOT), Highway Division, and has a principal office located within the corporate limits of the City. Fort Worth Company means a business that has a principal office located within the corporate limits of the City. Fort Worth Resident means an individual whose principal place of residence is located within the corporate limits of the City. Full-time Equivalent Job means a job held by one (1) or more individuals employed by Omni (or its Hotel manager and any other sublessee or subcontractor operating within the Hotel and the Hotel Garage) with respect to the Hotel or the Hotel Garage for a period of forty(40) hours per week. Ground Lease means that certain lease agreement pursuant to which the City will lease the Hotel Property to Omni. Hard Construction Costs means the following site development and building costs expended directly in connection with the Hotel and the Hotel Garage: actual construction costs, signage costs, and the costs of labor, supplies and materials, including all costs and fees paid to Omni's general contractor, subcontractors and suppliers. Page 4 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. �� �:�l1•: Yl! 2��, Hotel means a hotel with, among other things, approximately six hundred (600) guest rooms; two (2) full-service restaurants; a lobby bar; approximately 48,000 square feet of dedicated meeting space; an exercise facility; an outdoor pool with sundeck; valet parking service; business center; wireless Internet access in guest rooms, lobby and public spaces; and other supporting facilities commensurate with a full-service convention center hotel. The Hotel Garage and the Residential Units are not part of the Hotel. Hotel Garage means the parking garage for the Hotel and the Residential Units with at least four hundred (400) spaces and other related improvements constructed by Omni on the Hotel Property. Hotel Property means the City-owned land on which the Hotel, the Hotel Garage and the Residential Units will be constructed and located, and excludes any improvements thereon, including the Hotel, the Residential Units and the Hotel Garage themselves. A diagram of the Hotel Property is attached hereto as Exhibit "B". Minimum Hotel Operating Standards means the operating criteria (but not the facilities standards) necessary for a hotel property to receive either a three (3)-star rating by Mobil Travel Guide or the operating criteria(but not the facilities standards) necessary for a hotel property to receive a four (4)-diamond rating by the American Automobile Association, both of which are described and set forth in Exhibits "D-1" and "D-2", respectively, which Exhibits are attached hereto and hereby made a part of this Agreement for all purposes. Omni shall at no time be required to demonstrate receipt or maintenance of such ratings. Prosect means the Hotel, Hotel Garage and Residential Units. Residential Units means the condominiums or apartments constructed on top of the Hotel and initially owned by Omni. Room Block Agreement means the written agreement between the City and Omni under which Omni will cause the Hotel to have reserved specific percentages of the Hotel's standard guest rooms and suites for specific periods of time in the future for attendees, participants and planners of conventions and/or trade shows at the Convention Center. Substantia'ay f"—plete means that a final or temporary certificate of occupancy has been issued for all of the Hotel (including, but not limited to, all guest rooms and public areas) and the Hotel Garages, and both the Hotel and Hotel Garage are lawfully open for business to the general public. Supply and Service Expenditures means expenditures made for supplies and services provided directly in connection with the operation and maintenance of the Hotel and the Hotel Garage. Page 5 Tax Abatement Agreement J qn between City of Fort Worth and Omni Fort Worth Partnership,L.P. Tangible Personal Property means any personal property that is owned by Omni and that is subject to ad valorem taxation by the City. 3. TERM. This Agreement shall be effective as of the date of execution by both parties (the "Effective Date") and, unless terminated earlier as provided by and in accordance with this Agreement, shall expire upon the earlier of(i) expiration of the Abatement Term, as defined in Section 5.2, or (ii) the date as of which the City Sources Capped Amount, as defined in the EDPA, has been reached, as provided by Section 6.3. 4. OMNI'S OBLIGATIONS AND COMMITMENTS. 4.1. Construction and Completion of Hotel and Garages. Omni agrees that by the Completion Deadline and otherwise in accordance with the EDPA, (i) at least $59,360,000 in Hard Construction Costs shall have been expended or incurred for the Hotel and the Hotel Garage and (ii) the Hotel and the Hotel Garage shall be Substantially Complete. The Hotel and the Hotel Garage will be constructed on the Hotel Property and will consist of those amenities described and set forth in the EDPA. Construction work on the Hotel and Hotel Garage may not begin until the Ground Lease has been executed by both the City and Omni. For any sums incurred but not yet paid as of the Completion Date, Omni shall provide the City with proof that such amounts were paid promptly following actual payment. 4.2. Construction Spending Commitments. 4.2.1. Fort Worth Companies. By the Completion Date, Omni agrees to have spent or incurred the lesser of(i) $11,872,000 in Hard Construction Costs for the Hotel and the Hotel Garage or (ii) twenty percent (20%) of all Hard Construction Costs for the Hotel and the Hotel Garage with Fort Worth Companies. For any sums incurred but not yet paid as of the Completion Date, Omni shall provide the City with proof that such amounts were paid promptly following actual payment. A failure by Omni to meet this commitment will result in a reduction in the amount of EDPA Program Grants paid by the City to Omni under the EDPA, as specifically provided by the EDPA, and therefore will not serve to reduce the Abatement granted under this Agreement. 4.2.2. Fort Worth Certified M/WBE Companies. By the Completion Date, Omni agrees to have spent or incurred the Page 6 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership, L.P. lesser of(i) $5,936,000 in Hard Construction Costs for the Hotel and the Hotel Garage or (ii) ten percent (10%) of all Hard Construction Costs for the Hotel and the Hotel Garage with Fort Worth Certified M/WBE Companies. Dollars spent with Fort Worth Certified M/WBE Companies shall also count as dollars spent with Fort Worth Companies for purposes of the commitment set forth in Section 4.2.1. This commitment has been approved by the City's Minority and Women Business Enterprise Advisory Committee. For any sums incurred but not yet paid as of the Completion Date, Omni shall provide the City with proof that such amounts were paid promptly following actual payment. A failure by Omni to meet this commitment will result in a reduction in the amount of EDPA Program Grants paid by the City to Omni under the EDPA, as specifically provided in the EDPA, and therefore will not serve to reduce the Abatement granted under this Agreement. 4.3. Employment Commitments. In the event that material portions of the Hotel are closed on account of casualty or renovation and Omni is diligently pursuing repair or renovation of the Hotel, the City and Omni will negotiate in good faith and mutually agree to equitable adjustments of the employment commitments set forth in this Section 4.3, taking into account the circumstances existing at the time with respect to the casualty or renovation and the degree of repair or renovation required. 4.3.1. OveraL' Employment. From the Completion Date through the end of the Term of this Agreement (as measured for each Annual Reporting Month, in accordance with and defined in Section 4.7.5 hereof), Omni agrees that at least two hundred fifty (250) Full-time Equivalent Jobs shall be provided and filled in the Hotel and the Hotel Garage. A failure by Omni to meet this commitment will result in a requirement by Omni to pay the City certain funds for operation of a Job Training Program, as defined in and in accordance with the EDPA, and, therefore, will not serve to reduce the Abatement granted under this Agreement. 4.3.2. Fort Worth Residents. From the Completion Date through the end of the Term of this Agreement (as measured for each Annual Reporting Month, in accordance with and defined in Section 4.7.5 hereof), Omni agrees that at least one hundred twenty-five (125) Full-time Equivalent Jobs provided in the Hotel and the Hotel Garage shall be held by Fort Worth Residents. Residency of an employee shall be determined by the address of residence provided by the employee. A failure by Omni to meet this commitment will result in a requirement by Omni to pay the City certain funds for operation of a Jab Training Program, as defined in and in accordance with the ED Ary Pae 7 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership, L.P. Q ' � �, therefore, will not serve to reduce the Abatement granted under this Agreement. 4.3.3. Central City Residents. From the Completion Date through the end of the Term of this Agreement (as measured for each Annual Reporting Date, in accordance with and defined in Section 4.7.5 hereon, Omni agrees that at least sixty- two (62) Full-time Equivalent Jobs provided on the Hotel Property shall be held by Central City Residents. A Full-Time Equivalent Job held by a Central City Resident shall also count as a Full-Time Equivalent Job held by a Fort Worth Resident for purposes of the commitment set forth in Section 4.3.2. Residency of an employee shall be determined by the address of residence provided by the employee. A failure by Omni to meet this commitment will result in a requirement by Omni to pay the City certain funds for operation of a Job Training Program, as defined in and in accordance with the EDPA, and, therefore, will not serve to reduce the Abatement granted under this Agreement. 4.4. Supply and Service Expenditure Com"mUtments. 4.4.1. Fort Worth Companies. Beginning with the calendar year in which the Completion Date occurs, and in each subsequent year of the Term of this Agreement, Omni will cause at least $100,000 in Supply and Service Expenditures to be made with Fort Worth Companies; provided, however, that if the Completion Date occurs on a date other than January 1, then only for the calendar year in which the Completion Date occurs, this commitment shall be reduced to an amount equal to the product of$100,000 multiplied by a fraction, the numerator of which is the number of days remaining in the year after the Completion Date and the denominator of which is 365. A failure by Omni to meet this commitment may result in a reduction in the amount of EDPA Program Grants paid by the City to Omni under the EDPA, as specifically provided in the EDPA, and therefore will not serve to reduce the Abatement granted under this Agreement. 4.4.2. Fort Worth Certified M/WBE Companies. Beginning with the calendar year in which the Completion Date occurs, and in each subsequent year of the Term of this Agreement, Omni will cause at least $50,000 in Supply and Service Expenditures to be made with Fort Worth Certified M/WBE Companies; provided, however, that if the Completion Date occurs on a date other than January 1, then only for the calendar year in which the Completion Date occurs, this commitment shall be reduced to an amount equal to the product of$50,000 multiplied by a fraction, the numerator of which is the number of days remaining in Page 8 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. the year after the Completion Date and the denominator of which is 365. Dollars spent with Fort Worth Certified M/WBE Companies shall also count as dollars spent with Fort Worth Companies for purposes of the commitment set forth in Section 4.4.1. This commitment has been approved by the City's Minority and Women Business Enterprise Advisory Committee. A failure by Omni to meet this commitment may result in a reduction in the amount of EDPA Program Grants paid by the City to Omni under the EDPA, as specifically provided in the EDPA, and therefore will not serve to reduce the Abatement granted under this Agreement. 4.5. Minimum Hotel Operating Standards. Throughout the Term and to the extent that Omni is operating the Hotel, the Hotel shall at all times be operated in accordance with the Minimum Hotel Operating Standards, as defined in Section 2. 4.6. Competitive Name Brand. Throughout the Term and to the extent that Omni is operating the Hotel, the Hotel must be operating and marketing itself under a First Tier Flag brand name that includes the words "Fort Worth". So long as Omni owns the Hotel, the Hotel will be branded as the Omni Fort Worth Hotel. 4.7. Room Block Agreement. The City and Omni shall execute the Room Block Agreement simultaneously upon execution of this Agreement. The Room Block Agreement shall be in effect and in full force as of the date it is first executed and at all times thereafter until the expiration date set forth therein. 4.8. Reports and Filings. All reports and filings required by this Section 4.8 are also required by the EDPA. Therefore, submission of such reports and filings pursuant to the EDPA shall also constitute the submission of same pursuant to this Agreement. 4.8.1. Plan for Use of Fort Worth Certified M/WBE Companies. Omni's plan as to how it will attain its construction spending commitments for Fort Worth Certified MlWBE Companies, as outlined in Section 4.5.2, is to make such commitments part of the bid conditions for the Hotel and Hotel Garage construction contract and to require the selected general contractor to comply with such requirements. Omni shall also monitor the general contractor's compliance with such requirements. Omni agrees to meet with the City's M/WBE Office and Minority and Page 9 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. Women Business Enterprise Advisory Committee from time to time as reasonably necessary for assistance in implementing such plan. 4.8.2. Monthly Spending Reports. From the date as of which Omni receives a permit to initiate construction of the Hotel until the Completion Date, in order to enable the City to assist Omni in meeting its commitment for construction spending with Fort Worth Certified M/WBE Companies, Omni will provide the City with a monthly report (due no later than the 10th day of each month for the preceding calendar month) in a form reasonably acceptable to the City that specifically outlines the then-current aggregate Hard Construction Costs expended by and on behalf of Omni with Fort Worth Certified M/WBE Companies for construction of the Hotel and the Hotel Garage. If final information is not available when the monthly report is filed, such information shall be included on the next monthly report following availability of such information. Omni agrees to meet with the City's M/WBE Office and Minority and Women Business Enterprise Advisory Committee from time to time as reasonably necessary for assistance in implementing such plan and to address any concerns that the City may have with such plan. 4.8.3. Construction Spending Reports. Once Omni has caused to be expended at least $59,360,000 in Hard Construction Costs for the Hotel, Omni will provide the City with a report in a form reasonably acceptable to the City that specifically outlines such expenditures, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by Omni In addition, as soon as practicable but within one hundred eighty (180) calendar days following the Completion Date, Omni will provide the City with a report in a form reasonably acceptable to the City that specifically outlines all Hard Construction Costs expended by Omni for construction of the Hotel and the Hotel Garage, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by Omni, including, without limitation, final lien waivers signed by Omni's general contractor. This report shall also include Hard Construction Costs expended by Omni for construction of the Hotel and Hotel Garage with Fort Worth Companies and with Fort Worth Certified M/WBE Companies 4.8.4. Quarterly Supply and Service Spending Report. Beginning on the Completion Date and through t1te feftth -- anniversary thereof, within thirty (30) calendar days following Page 10 U , Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. each calendar quarter Omni will provide or cause to be provided a report to the City in a form reasonably acceptable to the City that specifically outlines the then-aggregate Supply and Service Expenditures made in the same calendar year with Fort Worth Certified M/WBE Companies. Omni agrees to meet with the City's M/WBE Office and Minority and Women Business Enterprise Advisory Committee from time to time as reasonably necessary for assistance in any given calendar year in attaining its commitment for Supply and Service Expenditures with Fort Worth Certified M/WBE Companies, as set forth in Section 4.4.2, or to address any concerns arising from the report. 4.8.5. Employment Data. On or before ninety (90) calendar days following the last day of each Annual Reporting Month during either the period between the Completion Date and the tenth anniversary thereof or the period between January 1 following the Completion Date and the tenth anniversary thereof, whichever is selected by Omni at the outset, Omni shall make available or cause to be made available to the City data that sets forth (i) the total number of Full-time Equivalent Jobs in the Hotel and the Hotel Garage that were provided and filled during the month of October (or another month selected by Omni) (each an "Annual Reporting Month") and (ii) the total number of Full-time Equivalent Jobs in the Hotel and the Hotel Garage that were held during the Annual Reporting Month by Fort Worth Residents and by Central City Residents, together with reasonable documentation regarding the residency of each such employee. For purposes of measuring attainment of the employment commitments set forth in Sections 4.3.1, 4.3.2 and 4.3.3, employment numbers reported for each Annual Reporting Month shall be deemed to apply to the entire calendar year in which the Annual Reporting Month occurs. Hotel l,,, Inspection of Hotel and , Itea,ar ale. The City will have the right to inspect the Hotel and the Hotel Garage in accordance with the EDPA. 4.10. Audits. Omni agrees that no more than once per year during the Term of this Agreement the City will have the right to audit, at the City's own expense, (i) the financial and business records of Omni that relate to the Hard Construction Costs expended by Omni in constructing the Hotel and the Hotel Garage, including Hard Construction Cost expenditures with Fort Worth Companies and Fort Worth Certified M/WBE Companies; (ii) the employment records of Omni solely in order to ascertain the residency of any employees that Omni has claimed as Fort Worth Residents or Central City Residents; (iii) the financial and business records Page 11 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. of Omni with regard to Supply and Service Expenditures with Fort Worth Companies and Fort Worth Certified M/WBE Companies (collectively "Hotel- Related Records"). Omni shall make all Hotel-Related Records available for review by the City at the Hotel or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 4.11. Restrictive Covenant. As part of the consideration under this Agreement, Omni agrees that it will not, without the prior written consent of the City, directly or indirectly own, manage, market or otherwise participate in any other Omni Hotel located within a five (5)-mile radius of the Convention Center. 4.12. Abatement Application Fee. The City acknowledges receipt from Omni of the required Application fee of $15,000, as required by the Policy. If Omni diligently initiates or causes initiation of construction of the Hotel and the Hotel Garage (which shall include the preparation of plans and specifications thereof) within one (1) year of the date of the Application, this Application fee shall be creditable in full to the benefit of Omni against any permit, impact, inspection or other lawful fee required by the City in connection with the Hotel, and any remaining amounts shall be refunded to Omni. 5. GRANT OF ABATEMENT. 5.1. Amount. Subject to Section 6 (and specifically Section 6.3) and all other terms and conditions of this Agreement, each year for ten (10) consecutive years beginning with the first year of the Abatement Term, as defined in Section 5.2, the City will grant Omni (i) real property tax abatements on the Hotel and personal property tax abatements on Tangible Personal Property that is located in the Hotel and (ii) provided that Omni has completed by the Completion Date Residential Units with an aggregate taxable appraised value of at least $6,300,000 (as determined solely by Tarrant Appraisal District or the appraisal district that has jurisdiction over the Hotel Property at the time), real property tax abatements on the Hotel Garage and personal property tax abatements on Tangible Personal Property that is located in the Hotel Garage, all as specifically provided in this Section 5 and subject to the terms and conditions of this Agreement (collectively, the "Abatement"). The real property Abatement granted hereunder is one hundred percent (100%) of the taxable value of the Hotel and, if applicable, the Hotel Garage to be constructed on the Hotel Property for the tax year in which the Abatement is granted. The maximum percentage of the Abatement on Tangible Personal Property located in Page 12 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. the Hotel and, if applicable, the Hotel Garage is one hundred percent (100%) of the taxable appraised value for such Tangible Personal Property for the tax year in which the Abatement is granted. The Residential Units and any Tangible Personal Property that is located in any Residential Units are specifically excluded from the Abatement granted hereunder. 5.2. Period of Abatement. The term during which the City will audit Omni's compliance with its various commitments, as described above, shall be for ten (10) years, beginning with either (i) if the Completion Date occurred on or before June 30 of a given calendar year, the year in which the Completion Date occurs or (ii) the year following the year in which the Completion Date occurs, whichever is selected by Omni(the "Abatement Term"). 6. DEFAULT, TERMINATION, SUSPENSION OF OBLIGATIONS AND FAILURE BY OMNI TO MEET VARIOUS COMMITMENTS. 6.1. Failure to Complete Hotel and Hotel Garage. Subject to the last sentence of this Section 6.1, Omni shall be in default under this Agreement if by the Completion Deadline (i) at least $59,360,000 in Hard Construction Costs for the Hotel and the Hotel Garage have not been expended or incurred or (ii) the Hotel and the Hotel Garage are not both Substantially Complete. In such an event, the City shall notify Omni in writing of the existence of such default. If Omni has not cured such default within ninety (90) calendar days following receipt of such notice, the City shall have the right to terminate this Agreement by notifying Omni in writing. In the event that Omni fails to complete by the Completion Date Residential Units with an aggregate taxable appraised value of $6,300,000, Omni will not be in default under this Agreement, but the Abatement granted hereunder shall only be on the Hotel and Tangible Personal Property located in the Hotel and not the Hotel Garage or Tangible Personal Property located in the Hotel Garage. Notwithstanding anything to the contrary herein, if the City enforces the Completion Guaranty issued by Omni's ultimate parent company, TRT Holdings, Inc., pursuant to which TRT Holdings, Inc. guarantees the timely completion and payment of all costs associated with construction of the Project, as required by and more specifically outlined in the EDPA, the City shall not have a right to terminate this Agreement for Omni's failure by the Completion Deadline to expend minimum Hard Construction Costs for the Hotel or to Substantially Complete the Hotel and the Hotel Garage. 6.2. Termination of Economic Development Program Agreement and Room Block Agreement. Notwithstanding anything to the contrary herein, upon any lawful Page 13 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership, L.P. termination of the EDPA or the Room Block Agreement in accordance with the respective terms and conditions of those agreements, the City shall be relieved of its obligation to grant any Abatement under this Agreement from and after the effective date of any such termination, but this Agreement itself shall not terminate and Omni will not be required to reimburse the City for the amount of any previous Abatement granted hereunder. 6.3. Limited by City Sources Capped Amount. Once the City Sources Capped Amount, as defined in the EDPA, has been reached, this Agreement shall automatically expire. 6.4. Failure to Comply with Minimum Hotel Operating Standards. 6.4.1. Determination. If at any time during the Term of this Agreement the City believes that the Hotel has ceased to be operated in accordance with all Minimum Hotel Operating Standards, as required by Section 4.5, the City and Omni shall comply with the procedure to address that matter outlined in Sections 12.4.1, 12.4.2 and 12.4.3 of the EDPA (the "Arbitration Procedure"). 6.4.2. Cessation of or Pro-rated Abatements. 6.4.2.1. Failure to Comply with Minimum Hotel Operating Standards for Full Year. If the Hotel is not operated in accordance with all Minimum Hotel Operating Standards, as determined in accordance with the Arbitration Procedure, for any full calendar year, then Omni will not receive, and the City will not be required to grant, the Abatement that would otherwise have been granted for the following tax year. 6.4.2.2. Failure to Comply with Minimum Hotel Operating Standards for Portion of a Year. If the Hotel is not operated in accordance with all Minimum Hotel Operating Standards, as determined in accordance with the Arbitration Procedure, then the Abatement granted for the following tax year will be calculated by multiplying the percentage of Abatement that would otherwise have been granted to Omni in accordance with Section 5 by a fraction where (i) the numerator is the number of days in that year in which the Hotel was not operated in accordance with all Minimum Hotel Operating Standards and (ii) the denominator is 365. Page 14 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. 6.5. Failure to Maintain Competitive Name Brand. 6.5.1. For Full Year. If the Hotel is not operated and marketed under a First Tier Flag brand name for any full calendar year, as required by Section 4.6, then Omni will not receive, and the City will not be required to grant, any the Abatement that would otherwise have been granted for the following tax year. 6.5.2. For a Portion of a Year. If the Hotel is not operated and marketed under a First Tier Flag brand name for a portion of any calendar year, then the Abatement granted for the following tax year will be calculated by multiplying the percentage of Abatement that would otherwise have been granted to Omni in accordance with Section 5 by a fraction where (i) the numerator is the number of days in that year in which the Hotel was not operated and marketed under a First Tier Flag brand name and (ii) the denominator is three hundred sixty-five (365). 6.6. Failure to Meet Construction Cost Spending, Employment and/or Supply and Service Spending Commitments. The failure to meet any Hard Construction Cost spending commitments, as specifically set forth in Sections 4.2.1 and 4.2.2, or to meet any employment and/or Supply and Service Expenditure commitments in any given year, as specifically set forth in Sections 4.3.1, 4.3.2, 4.3.3, 4.4.1 and 4.4.2, shall not constitute a default hereunder or provide the City with the right to terminate this Agreement, but, rather, is fully addressed by the EDPA. 6.7. Failure to Submit Reports. The failure of Omni to submit all or any reports required by Section 4.8, shall not constitute a default hereunder or provide the City with the right to terminate this Agreement, but, rather, is fully addressed by the EDPA. 6.8. Other Breaches. In the event that Omni breaches this Agreement and such breach is not covered by Sections 6.1, 6.4 or 6.5, the City shall notify Omni in writing, which notice shall specify the nature of the breach, and Omni shall have thirty (30) calendar days to cure the breach, or if such breach is not reasonably curable within thirty (30) calendar days, such additional time as may be reasonably necessary to cure the breach provided that Omni is diligently pursuing cure. If the breach has not been fully cured within such time the City shall have all rig 4 Page 15 v 9 ^u 1 c�11u5 Tax Abatement Agreement �4, �MV�„�� �ly]?Hlbetween City of Fort Worth and Omni Fort Worth Partnership,L.P. a Y��:r remedies available under the law or in equity other than termination of this Agreement, including, but not limited to, the right to demand specific performance to cure the breach and to collect damages plus reasonably attorneys' fees incurred in the enforcement of this Agreement. 6.9. Arbitration. If the parties are in disagreement regarding any provision of this Agreement, the parties shall submit disputes to mandatory arbitration in accordance with the provisions of this Section 6.9. Each of the City and Omni waives the right to commence an action in connection with this Agreement in any court and expressly agrees to be bound by the decision of the arbitrator determined in this Section 6.9; provided, however, the waiver in this Section 6.9 will not prevent the City or Omni from commencing an action in any court for the sole purposes of enforcing the obligation of the other party to submit to binding arbitration or the enforcement of an award granted by arbitration herein. Any dispute between the City and Omni as to the interpretation of any provision of this Agreement or the rights and obligations of any party hereunder shall be resolved through binding arbitration as hereinafter provided in Fort Worth, Texas. Notwithstanding the foregoing, prior to submitting any dispute hereunder to arbitration, the City and Omni shall first attempt in good faith, for thirty(30) days after the first notice given under this Agreement regarding such dispute, to resolve any such dispute promptly by negotiation between executives of each party who have authority to settle the dispute, which shall include an in person meeting between such executives in Fort Worth, Texas. 6.9.1. Selection of Arbitrator. If arbitration is required to resolve a dispute between the City and Omni, the City and Omni shall agree upon one (1) arbitrator to resolve the dispute. The arbitrator must be a neutral party having at least five (5) years experience in commercial real estate in general and hotel buildings in particular in the Fort Worth, Texas area and must be mutually acceptable to both parties. 6.9.2. Rules of Arbitration. The arbitrator selected pursuant to Section 6.9.1 above will establish the rules for proceeding with the arbitration of the dispute, which will be binding upon all parties to the arbitration proceeding. The arbitrator may use the rules of the American Arbitration Association for commercial arbitration but is encouraged to adopt the rules the arbitrator deems appropriate to accomplish the arbitration in the quickest and least expensive manner possible. Accordingly, the arbitrator may (1) dispense with any formal rules of evidence and allow hearsay testimony so as to limit the number of witnesses required, (2) minimize discovery procedures Page 16 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. as the arbitrator deems appropriate, and (3) limit the time for presentation of any party's case as well as the amount of information or number of witnesses to be presented in connection with any hearing. In any event, the arbitrator (A) shall permit each side no more than two (2) depositions (including any deposition of experts), which depositions may not exceed four (4) hours each, one set of 10 interrogatories (inclusive of sub-parts) and one set of five (5) document requests (inclusive of sub-parts), (B) shall not permit any requests for admissions, (C) shall limit the hearing, if any, to two (2) days, and (D) shall render his or her decision within sixty (60) days of the filing of the arbitration. 6.9.3. Arbitration Award. The arbitrator will have the exclusive authority to determine and award costs of arbitration and the costs incurred by any party for its attorneys, advisors and consultants. 6.9.4. Binding Nature. Any award made by the arbitrator shall be binding on the City, Omni and all parties to the arbitration and shall be enforceable to the fullest extent of the law. 6.9.5. Applicable Law. In reaching any determination or award, the arbitrator will apply the laws of the state in which the Hotel is located. Except as permitted under Section 6.9.3 above, the arbitrator's award will be limited to actual damages and will not include consequential, special, punitive or exemplary damages. Nothing contained in this Agreement will be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to or subtract from any of the provisions of this Agreement. All privileges under state and federal law, including, without limitation, attorney-client, work product and party communication privileges, shall be preserved and protected. All experts engaged by a party must be disclosed to the other party within fourteen (14) days after the date of notice and demand for arbitration is given. 6.10. Acknowledgment of Automatic Termination. Omni and the City acknowledge that Section 4.4 of the EDPA provides that this Agreement and the Development Documents will automatically terminate if the Completion Guaranty(as defined in the EDPA) is not delivered to the City within the time period required under Section 4.4 of the EDPA. LIr \v ` VI% ��L V Page 17 Tax Abatement Agreement �� "ANi Q between City of Fort Worth and Omni Fort Worth Partnership,L.P. i f G 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Omni shall operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. Omni shall have the exclusive right to control all details and day- to-day operations relative to the Project and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Omni acknowledges that the doctrine of respondeat superior will not apply as between the City and Omni, its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. Omni further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and Omni. 8. INDEMNIFICATION. OMNI AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OMNIS BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING DEATH, THAT MAY RELATE TO, ARISE O UT OF OR BE OCCASIONED BY (i) OMNIS BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii)ANY ACT OR OMISSION OF OMNI OR ANY OF ITS AFFILIATES, THEIR OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE PROJECT, ANY OPERATIONS OR ACTIVITIES ON THE HOTEL PROPERTY OR IN ANY IMPROVEMENTS THEREON, OR TO THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH OMNI AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY INACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 9. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: Page 18 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. City: Omni: City of Fort Worth c/o Omni Hotels Corporation Attn: City Manager Attn: General Counsel 1000 Throckmorton 420 Decker Drive Fort Worth, TX 76102 Irving, TX 75062 Tel. No.: (817)392-6111 Tel. No.: (972) 871-5619 Fax No.: (817) 392-6134 Fax No.: (972) 871-5666 with copies to: with a copy to: the City Attorney and Winstead, Sechrest &Minick, P.C. Economic/Community Development Attn: Andrew Dow Director at the same address 5400 Renaissance Tower Tel. No. (C.A.): (817) 392-7600 1201 Elm Street Fax No. (C.A.): (817) 392-8359 Dallas, TX 75270-2199 Tel. No. (ECD): (817) 392-6103 Tel. No.: (214) 745-5400 Fax No. (ECD): (817) 392-2431 Fax No.: (214) 745-5883 10. ASSIGNMENT AND SUCCESSORS. Prior to the Completion Date and for three (3) years thereafter, Omni may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement. Thereafter, provided that Omni is not in default of any of its obligations under this Agreement, the, EDPA or the Room Block Agreement, Omni may assign, transfer or otherwise convey any of its rights and obligations under this Agreement to another party upon receipt in advance of the written consent of the City, which consent shall not be unreasonably withheld or delayed, conditioned on (i) the prior approval of the assignee or successor and a finding by the City Council that the proposed assignee or successor will operate and market the Hotel under a First Tier Flag brand name and is financially capable of operating the Hotel in accordance with the Minimum Hotel Operating Standards and (ii) prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees to assume all covenants and obligations of Omni under this Agreement. Any lawful assignee or successor in interest of Omni under this Agreement shall be deemed "Omni" for all purposes under this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. Page 19 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. 12. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. 13. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 14. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, 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. This Agreement shall be construed in accordance with the laws of the State of Texas. 15. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Omni, and any lawful assign or successor of Omni, and are not intended to create any rights, contractual or otherwise, in any other person or entity. 16. FORCE MAJEURE. In addition to those instances where Force Majeure is addressed elsewhere in this Agreement, it is expressly understood and agreed by Omni and the City that if the performance by either party of any obligation hereunder is delayed by reason of Force Majeure, the time period applicable to performance of such obligation shall be extended for a period of time equal to the period of the specific event of Force Majeure. 17. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. In the event of any direct conflict between the terms and conditions of this Agreement Page 20 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. and those of the Tax Abatement Agreement, the Room Block Agreement and/or the Ground Lease, this Agreement shall control. 18. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 19. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 20. ESTOPPEL 'CERTIFICATES. Omni shall have the right to request the City, from time to time, to issue an estoppel certificate so long as the certificate is requested in connection with a bona fide business purpose. Any estoppel certificate shall be delivered by the City within twenty (20) days (or such additional time as reasonably may be required under the circumstances) addressed to Omni or, at Omni's request, to another party and shall include, but not necessarily be limited to, statements by the City as to whether this Agreement is in full force and effect, whether the City is aware of any default hereunder by Omni or the City (and, if so, the nature of that default and the curative action taken and/or necessary to effect cure), and the anticipated remaining term of this Agreement. 21. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Omni, and any lawful assign and successor of Omni, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. Page 21 Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. 22. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED as of the last date indicated below: CITY OF FORT WORTH: OMNI FORT WORTH PARTNERSHIP, L.P.: By: By:Omni Fort Worth GP Corporation, Joe Pq#ia a Delaware corporation and its sole AssistiAnt tity Malger GenTe: r By. VB -ye, f KS,'MAAk Date: Date: -:27-0,; APPROVED AS TO FORM AND LEGALITY: By: —fil, Peter Vaky Assistant City Attorney M&C:JLI Ob 2 2 3-2 9-oS Attested By: rt ,n kk- Q1Hedrixx City Secretary ON SN"IMPY Page 22 �Q Tax Abatement Agreement r'. * p�j ����� between City of Fort Worth and Omni Fort Worth Partnership,L.P. STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Joe Paniagua, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized under the laws of the State of Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the CITY OF FORT WORTH, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that he executed the same as the act of the CITY OF FORT WORTH for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ay of 2005. Notary Pu&c Uarid for the State of Texas BEM J.TANNER fb' Notary's Printed Name � ;,;, ,.,`: My COMMISSION EXPIRES _March 31,2006 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared of Omni Fort Worth GP Corporation, a Delaware corporation and sole general partner of Omni Fort Worth Partnership, L.P., known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of OMNI FORT WORTH PARTNERSHIP, L.P. GIVEN UNDER MY HAND . AND SEAL OF OFFICE this day of 52005. Arz� dlml'"� v N tary Puh&1c iiUndfor the State of Texas BETTY J.TANNER Notary's Printed Name . }' MV COMMISSICN EXPIRES Manch 31,2008 Tax Abatement Agreement 'VL between City of Fort Worth and Omni Fort Worth Partnership,L.P. IW U EXHIBITS "A"— City's Tax Abatement Policy "B"—Diagram of Hotel Property "C"— Omni's Tax Abatement Application "D"—Minimum Hotel Operating Standards (D-1 for Three Star Lodging Establishment, D-2 for Four Diamond) Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. EXHIBIT "A" TAX ABATEMENT POLICY Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. �� A Resolution NO��(D\ PROVIDING THAT THE CITY OF FORT WORTH ("CITY") ELECTS TO BE ELIGIBLE TO PARTICIPATE IN TAX ABATEMENT AUTHORIZED BY CHAPTER 312 OF THE TEXAS TAX CODE AND ESTABLISHING A TAX ABATEMENT POLICY GOVERNING SUBSEQUENT TAX ABATEMENT AGREEMENTS WHEREAS, a municipality may enter into tax abatement agreements authorized by Chapter 312 of the Texas Tax Code ("Code") only if the governing body of the municipality has previously adopted a resolution stating that the municipality elects to be eligible to participate in tax abatement and has established guidelines and criteria governing tax abatement agreements ("Tax Abatement Policy"); and WHEREAS, pursuant to Code, a Tax Abatement Policy is effective for two (2) years from the date of its adoption; and WHEREAS, the City last adopted a tax abatement policy in 2002; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: 1. THAT the City hereby elects to be eligible to participate in tax abatement in accordance with Chapter 312 of the Code. 2. THAT the City hereby adopts the Tax Abatement Policy attached hereto as Exhibit "A", which constitutes the guidelines, criteria, and procedures governing tax abatement agreements entered into by the City, to be effective from June 1, 2004 through May 31, 2006, unless earlier amended or repealed by a vote of at least three-fourths (3/4) of the members of the City Council. 3. THAT this Tax Abatement Policy, as it may subsequently be amended, will expressly govern all tax abatement agreements entered into by the City during the period in which such Tax Abatement Policy is in effect. (S June, APPROVED ADOPTED this JV day of �y 2004. CITY COLIN aI;'" ATTEST: JUN` 15 2004 ��vfA�f By:_— (, lam _ Acus of::.A yl G16t� it Secretary CITY or rasa woverH Exhibit "A" City of Fort Worth Tax Abatement Policy 1. GENERAL PROVISIONS. 1.1. Purpose. Chapter 312 of the Texas Tax Code allows, but does not obligate or require, the City to grant a tax abatement on the value added to a particular property on account of a specific development project that meets the eligibility requirements set forth in this Policy. In order for the City to participate in tax abatement, the City is required to establish guidelines and criteria governing tax abatement agreements. This Policy is intended to set forth those guidelines and criteria for persons or entities interested in receiving a tax abatement from the City. This Policy shall expire on June 14, 2006. 1.2. General Eligibility Criteria. A tax abatement can only be granted to persons or entities eligible for tax abatement pursuant to Section 312.204(a) of the Texas Tax Code, which persons or entities as of the effective date of this Policy are (i) the owner of taxable real property located in a tax abatement reinvestment zone; or (ii) the owner of a leasehold interest in real property located in a tax abatement reinvestment zone. Although the City will consider all applications for tax abatement that meet the eligibility requirements set forth in this Policy, it is especially interested in development projects that: • result in the creation of new full-time jobs for Fort Worth Residents and Central City Residents; and • are located in the Central City; and • result in development with little or no additional cost to the City; and • have a positive impact on Fort Worth Companies and Fort Worth Certified M/WBE Companies. 1.3. General Exclusions and Limitations. 1.3.1. Lessees of Real Propertv. A person or entity seeking tax abatement on real property that is leased from a third party should be advised that, pursuant to state law, the City can only abate taxes on the increased value of the taxable leasehold Exhibit A: Tax Abatement Policy Page 1 of 12 interest in the real property, if any, and the increase in value of taxable improvements and tangible personal property located on the real property and subject to the leasehold interest, if any. Before applying for a tax abatement from the City, such persons or entities should seek professional and legal guidance, and may wish to consult with the appraisal district having jurisdiction over the property in question, as to whether their development projects will result in a taxable leasehold interest in the property and, if so, the anticipated value of that leasehold interest. 1.3.2. Property Located in Neighborhood Empowerment Zones GGNEZs" . The City Council has designated certain distressed areas of the City needing affordable housing, economic development and expanded public services as NEZs. Notwithstanding anything that may be interpreted to the contrary, this Policy does not apply to property located in a NEZ. A person or entity seeking tax abatement on property owned or leased in a NEZ should refer to the NEZ Policy in Appendix 1.3.3. Property Located in Tax Increment Reinvestment Zones "TIFs" . The City Council has designated certain areas of the City as TIFs. This Policy does apply to property located in a TIF. However, a person or entity seeking tax abatement on property owned or leased in a TIF should be advised that state law requires a TIF's board of directors and the governing bodies of all taxing jurisdictions contributing tax increment revenue to a TIF to approve a City tax abatement agreement on property located in that TIF before the agreement can take effect. 1.3.4. Property Located in Enterprise Zones. The State of Texas has designated certain areas of the City with high unemployment as enterprise zones. Various economic development incentives are available to owners of property located in enterprise zones. In accordance with state law, all property located within an enterprise zone is automatically designated as a tax abatement reinvestment zone. However, the City typically designates individual tax abatement reinvestment zone overlays when it wishes to grant tax abatements on property located in an enterprise zone. 2. DEFINITIONS. Capitalized terms used in this Policy but not defined elsewhere shall have the following meanings: Exhibit A:Tax Abatement Policy 9 Page 2of12 �, ' ORYA, TES, Abatement or Tax Abatement - A full or partial exemption from ad valorem taxes on eligible taxable real and personal property located in a Reinvestment Zone for a specified period on the difference between (i) the amount of increase in the appraised value (as reflected on the certified tax roll of the appropriate county appraisal district) resulting from improvements begun after the execution of a written Tax Abatement Agreement and (ii) the appraised value of such real estate prior to execution of a written Tax Abatement Agreement (as reflected on the most recent certified tax roll of the appropriate county appraisal district for the year prior to the date on which the Tax Abatement Agreement was executed). Abatement Benefit Term — The period of time specified in a Tax Abatement Agreement, but not to exceed ten (10) years, that the recipient of a tax abatement may receive the Abatement. Abatement Compliance Term — The period of time specified in a Tax Abatement Agreement during which the recipient of a tax abatement must comply with the provisions and conditions of the Tax Abatement Agreement and file an annual report with the City which outlines and documents the extent of the recipient's compliance with such provisions and conditions. Capital Investment - Only real property improvements such as, without limitation, new facilities and structures, site improvements, facility expansion, and facility modernization. Capital Investment does NOT include (i) land acquisition costs; (ii) any improvements existing on the property prior to execution of a Tax Abatement Agreement; or (iii) personal property such as, without limitation, machinery, equipment, supplies and inventory. Central City — A geographic area within the City, defined by the City Council and shown in the map of Exhibit"A" of this Policy. Central City Resident—An individual whose principle place of residence is at a location in the Central City. CommerciallIndustrial Development Project — A development project in which a facility or facilities will be constructed or renovated on property that is or meets the requirements to be zoned for commercial or industrial use pursuant to the City's Zoning Ordinance. CDBG Eligible Area—Any census tract in which fifty-one percent (51%) or more of the residents in that census tract have low to moderate incomes, as defined by the United States Department of Housing and Urban Development. Fort Worth Certified M/WBE Company — A minority or woman-owned business that has a principal office located within the corporate limits of the City and has received certification as either a minority business enterprise (MBE) or a woman business Exhibit A:Tax Abatement Policy Page 3 of 12 enterprise (WBE) by the North Texas Central Regional Certification Agency (NCTRCA) or the Texas Department of Transportation (TxDOT), Highway Division. Fort Worth Company — A business that has a principal office located within the corporate limits of the City. Fort Worth Resident—An individual whose principal place of residence is at a location within the corporate limits of the City. Mixed-Use Development Project — A development project in which a facility or facilities will be constructed or renovated such that (i) at least twenty percent (20%) of the total gross floor area will be used as residential space and (ii) at least ten percent (10%) of the total gross floor area will be used for office, restaurant, entertainment and/or retail sales and service space. M/WBE Ordinance— City Ordinance No. 15530, as may subsequently be amended, or a successor ordinance thereto. Reinvestment Zone — An area designated by the City as a tax abatement reinvestment zone in accordance with Chapter 312 of the Texas Tax Code. Residential Development Project — A development project in which a facility or facilities will be constructed or renovated as multi-family living units on property that is or meets requirements to be zoned for multi-family or mixed-use pursuant to the City's Zoning Ordinance. Supply and Service Expenses — Discretionary expenses incurred as part of normal business operations on the real property subject to tax abatement, such as, by way of example only, office supplies,janitorial supplies and professional services. Tax Abatement Agreement—A written Agreement that the recipient of a tax abatement must enter into with the City and that outlines the specific terms and conditions pertaining to and governing the tax abatement. 3. RESIDENTIAL DEVELOPMENT PROJECTS ELIGIBLE FOR TAX ABATEMENT. To be eligible for tax abatement under this Policy, a Residential Development Project must meet all of the criteria set forth in one of the following paragraphs: 3.1. (i) Be located in the Central City; and (ii) Satisfy the Capital Investment and affordability criteria necessary for a Residential Development Project to be eligible for tax abatement under the NEZ Policy; and (iii) Meet all of the commitments set forth in Section 6 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial/Industrial and Mixed-Use Development Projects); or 1 v iso Exhibit A:Tax Abatement Policy V 0 6� � � HAI f U Page 4 of 12 1. Ta. 3.2. (i) Be located in a CDBG Eligible Area; and (ii) Have a capital investment of at least $5 million; and (iii) Cause no greater than 50% of the units be reserved as affordable housing for persons with incomes at or below eighty percent (80%) of median family income based on family size (as established and defined by the United States Department of Housing and Urban Development); and (iv) Meet all of the commitments set forth in Section 6 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial /Industrial and Mixed-Use Development Projects); or 3.3. (i) Be located outside of the Central City; and (ii) Have a capital investment of at least $5 million; and (iii) Cause no fewer than 20% of the units shall to be reserved as affordable housing for persons with incomes at or below eighty percent (80%) of median family income based on family size (as established and defined by the United States Department of Housing and Urban Development); and (iv) Meet all of the commitments set forth in Section 6 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial/Industrial and Mixed-Use Development Proj ects). In addition, an applicant for a Residential Development Project tax abatement that includes, in whole or in part, the renovation of one or more existing structures shall provide, as part of the applicant's Tax Abatement Application, a detailed description and the estimated costs of the renovations contemplated. 4. COMMERCIAL/INDUSTRIAL DEVELOPMENT PROJECTS ELIGIBLE FOR TAX ABATEMENT. To be eligible for tax abatement under this Policy, a Commercial/Industrial Development Project must meet all of the criteria set forth in one of the following paragraphs: 4.1. (i) Have a minimum Capital Investment of S500,000; and (ii) be located in the Central City or on property immediately adjacent to the major thoroughfares which serve as boundaries to the Central City, or within a CDBG Eligible Area; and (iii) meet all of the commitments of Section 6 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial/Industrial and Mixed-Use Development Projects); or 4.2. (i) Have a minimum Capital Investment of S10 million; and (ii) meet all of the commitments of Section 6 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial/Industrial and Mixed-Use Development Projects); or 4.3. (i) Have a minimum Capital Investment of S 100 million; and (ii) satisfy additional requirements that may be set forth by the City on a project-specific basis. Exhibit A:Tax Abatement Policy Page 5of12 In addition, an applicant for tax abatement on a Commercial/Industrial Development Project that includes, in whole or in part, the renovation of one or more existing structures shall provide, as part of the applicant's Tax Abatement Application, a detailed description and the estimated costs of the renovations contemplated. 5. MIXED-USE DEVELOPMENT PROJECTS ELIGIBLE FOR TAX ABATEMENT. To be eligible for tax abatement under this Policy, a Mixed-Use Development Project must meet all of the criteria set forth in one of the following paragraphs: 5.1. (i) Have a minimum Capital Investment of$500,000; and (ii) Be located in the Central City or on property immediately adjacent to the major thoroughfares which serve as boundaries to the Central City, or within CDBG Eligible Area; and (iii) meet all of the commitments of Section 6 of this Policy (Standard Requirements for Residential and Mixed-Use Development Projects and Certain Commercial/Industrial Development Projects); or 5.2. (i) Have a minimum Capital Investment of S 10 million; and (ii) meet all of the commitments of Section 6 of this Policy (Standard Requirements for Residential and Mixed-Use Development Projects and Certain Commercial/Industrial Development Projects); or 5.3. (i) Have a minimum Capital Investment of$100 million; and(ii) consist of multiple land uses, whereby no single land use would comprise greater than 40% of the project's land area; and (iii) emphasize live/work/play opportunities with multi-modal access; and, (iv) satisfy additional requirements that may be set forth by the City on a project-specific basis. In addition, an applicant for tax abatement on a Mixed-Use Development Project that includes, in whole or in part, the renovation of one or more existing structures shall provide, as part of the applicant's Tax Abatement Application, a detailed description and the estimated costs of the renovations contemplated. 6. STANDARD REQUIREMENTS FOR RESIDENTIAL DEVELOPMENT PROJECTS AND CERTAIN COMMERCIAL/INDUSTRIAL AND MIXED-USE DEVELOPMENT PROJECTS. To be eligible for property tax abatement, a Residential Development Project meeting the requirements set forth in Sections 3.1, 3.2 or 3.3 of this Policy; a Commercial/Industrial Development Project meeting the requirements set forth in Sections 4.1 and 4.2 of this Policy; and a Mixed-Use Development Project meeting the requirements set forth in Sections 5.1 and 5.2 shall meet all of the following requirements: Exhibit A:Tax Abatement Policy Page 6 of 12 6.1. Commit to provide full-time employment to a set number and/or a percentage of full-time jobs offered on the real property where the Development is located to Central City Residents, which commitment will be agreed upon and set forth in the Tax Abatement Agreement; and 6.2. Commit to provide full-time employment to a set number and/or a percentage of full-time jobs offered on the real property where the Development is located to Fort Worth Residents, which commitment will be agreed upon and set forth in the Tax Abatement Agreement; and 6.3. Commit to spend a set amount or percentage of total construction costs and annual Supply and Service Expenses with Fort Worth Companies, which commitment will be agreed upon and set forth in the Tax Abatement Agreement; and 6.4. For the purposes outlined in the City's M/WBE Ordinance, agree, as a basegoal, to undertake a good faith effort to spend at least twenty-five percent (25%) of total construction costs and at least twenty-five percent (25%) of annual Supply and Service Expenses with Fort Worth Certified M/WBE Companies, which goal may be increased or decreased by the City, after consultation with the Minority and Women Business Enterprise Advisory Committee, considering all applicable factors with regard to the specific Development Project, including, but not limited to, capacity, quality and price, and otherwise in accordance with the process applicable pursuant to the City's M/WBE Ordinance; and 6.5. As part of the base goal established pursuant to Section 6.4 above, commit to spend a set amount or percentage of total construction costs and annual Supply and Service Expenses with Fort Worth Certified M/WBE Companies, which commitments will be agreed upon and set forth in the Tax Abatement Agreement and, if not met, will serve to reduce the value of Abatement in accordance with specific terms and conditions of the Tax Abatement Agreement; and 6.6. Commit to file a plan with the City as to how the goals and commitments for use of Fort Worth Certified M/WBE Companies will be attained and, in order to demonstrate compliance with that plan, (i) to file monthly reports with the City and the Minority and Women Business Enterprise Advisory Committee throughout the construction phase of any improvements required by the Tax Abatement Agreement reflecting then-current expenditures made with Fort Worth Certified M/WBE Companies, and (ii) from the start of the First Compliance Auditing Year (as defined in Section 8) until expiration of the Tax Abatement Agreement, to file quarterly reports with the City reflecting then-current expenditures made with Fort Worth Certified M/WBE Companies. The City Council may, in its sole discretion, require a Commercial/Industrial Development Project meeting the criteria set forth in Section 4.3 of this Policy and a Mixed-Use Development Project meeting the criteria set forth in Section 5.3 of this Policy to satisfy some, all or none of the requirements set forth in this Section 6. Exhibit A:Tax Abatement Policy Page 7 of 12 7. TAX ABATEMENT CALCtiLATION. All Tax Abatement Agreements shall require the recipient to construct or cause construction of specific improvements on the real property that is subject to the abatement. Failure to construct these specific improvements at the minimum Capital Investment expenditure and by the deadline established in the Tax Abatement Agreement shall give the City the right to terminate the Tax Abatement Agreement. The amount of a particular tax abatement shall be negotiated on a case-by-case basis and specifically set forth in the Tax Abatement Agreement. The calculation of tax abatement for a Commercial/Industrial Project that meets the requirements of Section 4.3 of this Policy or for a Mixed-Use Development Project that meets the requirements of Section 5.3 of this Policy shall be negotiated on a case-by-case basis and governed solely by the terms and conditions of the Tax Abatement Agreement. The calculation of tax abatement for any other project shall be negotiated on a case-by-case basis, but shall be governed directly in accordance with the degree to which the recipient meets the four (4) commitments set forth in Sections 6.1, 6.2, 6.3 and 6.4 of this Policy, which will be outlined in the Tax Abatement Agreement. A Tax Abatement Agreement may establish a base abatement that is (i) reduced in accordance with the recipient's failure to meet one or more of such commitments or (ii) increased in accordance with the recipient's meeting and/or exceeding one or more of such commitments. 8. TAX ABATEMENT IMPLEMENTATION. The term of a tax abatement shall be negotiated on a case-by-case basis and specified in the Tax Abatement Agreement. The City will audit and determine the recipient's compliance with the terms and conditions of the Tax Abatement Agreement for a full calendar year prior to the first year in which the tax abatement is available (the "First Compliance Auditing Year"). The Compliance Auditing Year shall either be the full calendar year in which a final certificate of occupancy is issued for the improvements required by the Tax Abatement Agreement for the real property subject to abatement or the following calendar year, as negotiated and set forth in the Tax Abatement Agreement. The first tax abatement will be available to the recipient for the tax year following the Compliance Auditing Year. In other words, the degree to which the recipient meets the commitments set forth in the Tax Abatement Agreement will determine the percentage of taxes abated for the following tax year. The City will continue to audit and determine the recipient's compliance with the terms and conditions of the Tax Abatement Agreement for each subsequent calendar year, which findings shall govern the percentage of taxes abated for the following tax year, until expiration of the Tax Abatement Agreement. Exhibit A:Tax Abatement Policy mr,t��� ' Page 8 of 12 . 9. TAX ABATEMENT APPLICATION PROCEDURES. Each tax abatement application shall be processed in accordance with the following standards and procedures: 9.1. Submission of Application. If a given development project qualifies for tax abatement pursuant to the eligibility criteria detailed in Section 4, Section 5 or Section 6 of this Policy, as the case may be, an applicant for tax abatement must complete and submit a City of Fort Worth Tax Abatement Application (with required attachments) (the "Application"). An Application can be obtained from and should be submitted to the City's Economic and Community Development Department. In order to be complete, the Application must include documentation that there are no delinquent property taxes due for the property on which the development project is to occur. 9.2. Application Fee. Upon submission of the Application, an applicant must also pay an application fee. This application fee shall be the lesser amount of(i) one percent (1%) of the proposed project's Capital Investment and value of personal property qualifying for Abatement or (ii) 515,000 ("Application Fee"). Regardless of whether the City ultimately grants the applicant a Tax Abatement, if substantive construction on the project, as determined by the City in its sole and reasonable discretion, has been undertaken on the property specified in the application within one (1) year following the date of its submission, this Application Fee shall be credited to any permit, impact, inspection or other fee paid by the applicant and required by the City directly in connection with the proposed project. Otherwise, the Application Fee shall not be credited or refunded to any party for any reason. 9.3. Application Review and Evaluation. The Economic and Community Development Department will review an Application for accuracy and completeness. Once complete, the Economic and Community Development Department will evaluate an Application based on the perceived merit and value of the project, including, without limitation, the following criteria: • Types and number of new jobs created, including respective wage rates, and employee benefits packages such as health insurance, day care provisions, retirement packages, transportation assistance, employer- sponsored training and education, and any other benefits; • Percentage of new jobs committed to Fort Worth Residents; Exhibit A: Tax Abatement Policy Page 9 of 12 • Percentage of new jobs committed to Central City Residents; • Percent of construction contracts committed to (i) Fort Worth Companies and (ii) Fort Worth Certified M/WBE Companies; • Percentage of Supply and Service Contract expenses committed to (i) Fort Worth Companies and (ii) Fort Worth Certified M/WBE Companies; • Financial viability of the project; • The project's reasonably projected increase in the value of the tax base; • Costs to the City(such as infrastructure participation, etc.); • Remediation of an existing environmental problem on the real property; • The gender, ethnic background and length of employment of each member of the applicant's board of directors, governing body or upper management, as requested by the City; and • Other items that the City may determine to be relevant with respect to the proj ect. Based upon the outcome of the evaluation, the Economic and Community Development Office will present the Application to the City Council's Central City Revitalization and Economic Development Committee. In an extraordinary circumstance, the Economic and Community Development Department may elect to present the Application to the full City Council without initial input from the Central City Revitalization and Economic Development Committee. 9.4. Consideration by Council Committee. The City Council's Central City Revitalization and Economic Development Committee will consider the Application in an open meeting or, if circumstances dictate and the law allows, a closed meeting. The Committee may either (i) recommend approval of the Application, in which case City staff will incorporate the terms of the Application into a Tax Abatement Agreement for subsequent consideration by the full City Council with the Central City Revitalization and Economic Development Committee's recommendation to approve the Agreement; (ii) request modifications to the Application, in which case Economic Development Office staff will discuss the suggested modifications with the applicant and, if the requested modifications are made, resubmit the modified Application to the Central City Revitalization and Economic Development Committee for consideration; or (iii) deny to recommend consideration of the Application by the full City Council. Exhibit A: Tax Abatement Policy Page 10 of 12 9.5. Consideration by the City Council. A Tax Abatement Agreement will only be considered by the City Council if the applicant has first executed the Tax Abatement Agreement. The City Council retains sole authority to approve or deny any Tax Abatement Agreement and is under no obligation to approve any Application or Tax Abatement Agreement. 10. GENERAL POLICIES AND REQUIREMENTS. Notwithstanding anything that may be interpreted to the contrary herein, the following general terms and conditions shall govern this Policy: 10.1. A tax abatement shall not be granted for any development project in which a building permit application has been filed with the City's Development Department. In addition, the City will not abate taxes on the value of real or personal property for any period of time prior to the year of execution of a Tax Abatement Agreement with the City. 10.2. The applicant for a tax abatement must provide evidence to the City that demonstrates that a tax abatement is necessary for the financial viability of the development project proposed. 10.3. In accordance with state law, the City will not abate taxes levied on inventory, supplies or the existing tax base. 10.4. An applicant for tax abatement shall provide wage rates, employee benefit information for all positions of employment to be located in any facility covered by the Application. 10.5. Unless otherwise specified in the Tax Abatement Agreement, the amount of real property taxes to be abated in a given year shall not exceed one hundred fifty percent (150%) of the amount of the minimum Capital Investment expenditure required by the Tax Abatement Agreement for improvements to the real property subject to abatement multiplied by the City's tax rate in effect for that same year, and the amount of personal property taxes to be abated in a given year shall not exceed one hundred fifty percent (150%) of the minimum value of personal property required by the Tax Abatement Agreement to be located on the real property, if any, subject to abatement multiplied by the City's tax rate in effect for that same year. 10.6. The owner of real property for which a Tax Abatement has been granted shall properly maintain the property to assure the lonb term economic viability of the project. In addition, if a citation or citations for City Code violations are issued against a q�1-+_:L , Exhibit A:Tax Abatement Policy U J 2 Ucs Lf,Ji V Page 11 of 12 f(8 , i�Q � Tap project while a Tax Abatement Agreement is in effect, the amount of the tax abatement benefit will be subject to reduction, as provided in the Tax Abatement Agreement. 10.7. If the recipient of a tax abatement breaches any of the terms or conditions of the Tax Abatement Agreement and fails to cure such breach in accordance with the Tax Abatement Agreement, the City shall have the right to terminate the Tax Abatement Agreement. In this event, the recipient will be required to pay the City any property taxes that were abated pursuant to the Tax Abatement Agreement prior to its termination. 10.8. As part of the consideration under all Tax Abatement Agreements, the City shall have, without limitation, the right to (i) review and verify the applicant's financial statements and records related to the development project and the abatement in each year during the term of the Tax Abatement Agreement prior to the granting of a tax abatement in any given year and (ii) conduct an on-site inspection of the development project in each year during the term of the Tax Abatement to verify compliance with the terms and conditions of the Tax Abatement Agreement. Any incidents of non- compliance will be reported to all taxing units with jurisdiction over the real property subject to abatement. 10.9. The recipient of a tax abatement may not sell, assign, transfer or otherwise convey its rights under a Tax Abatement Agreement unless otherwise specified in the Tax Abatement Agreement. A sale, assignment, lease, transfer or conveyance of the real property that is subject to the abatement and which is not permitted by the Tax Abatement Agreement shall constitute a breach of the Tax Abatement Agreement and may result in termination of the Tax Abatement Agreement and recapture of any taxes abated after the date on which the breach occurred. Exhibit A:Tax Abatement Policy Page 12 of 12 Exhibit "A" J{ L° ij.-.- ti ,� o 06 . � 4 k x� O J �f • 4 _ 11 ` m EXHIBIT "B" DIAGRAM OF HOTEL PROPERTY The Hotel Property consists of roughly the southern 2/3 of Blocks 7 and 8, Tarrant County Convention Center Addition, an addition to the City of Fort Worth, Tarrant County, Texas, as recorded in Volume 388-59, Page 14, Plat Records, Tarrant County Texas. A diagram of such property is attached hereto. Once the exact location of the Project has been determined and final plans and specifications for the Hotel and the Hotel Garage have been approved by the City in accordance with Section 4.3 of this Agreement, the Hotel Property will be replatted as agreed to by and between the City and Omni. Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. W a oc 'Ao Q w �t t L I '510 Z \ II V tkoll JENNINGS AVE 1 uj 00 MONROE ST R v r � _TAYL014 ST . 7s EXHIBIT "C" TAX ABATEMENT APPLICATION i ,f ry�n Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. 1 off m RL Y IIS:Y Y Y Y I '11l � L.G�.1 11 -23-04P01 : 36 RCVD Incentive Application GENERAL INFORMATION 1. Applicant Information: ' Company Name Omni Fort Worth Partnership, L.P. Company Address 420 Decker Drive City, State, Zip Code Irving, TX 75062 Contact Person (include title/position): Scott Johnson, Vice President Acquisitions & Development Telephone Number 972-871-5543 ext. Mobile Telephone Number 214-929-1189 Fax Number 972-871-5511 E-mail address: sjohnson@omnihotels.com 2. Project Site Information (if different from above): Address/ Location: City owned parking lots across from Fort Worth Convention Center 3. Development requests that will be sought for the project (check all that apply): A. Replat: N/A B. Rezoning: Current zoning: Requested zoning: C. Variances: If yes, please describe: 4. Incentive(s) Requested: Economic Development Program Grant; Enterprise Zone Designation; 100% Tax Abatement 5. Specify all of the policy provisions which establish eligibility for the requested incentive(s): City Council Strategic Goals for 2002-2006; City of Fort Worth Comprehensive Plan 6. Do you intend to pursue abatement of. County Taxes? U Yes ❑ No 7. What level of abatement will you request: Years? 10 Percentage? 100% Page 1 of 5 PROJECT INFORMATION For real estate projects',please include below the project concept, project benefits and how the project relates to existing community plans. Any incentives given by the City should be considered only"g4p" financing and should not be considered a substitute for debt and equity. The "gap" is used to analyze the appropriateness of City participation. For business expansion projects2, please include below services provided or products manufactured, major customers and locations, etc. For business expansion project involving the purchase and/or construction of real estate, please answer all that apply. 8. Type of Project: Residential X Commercial/Industrial Mixed-use 9. Will this be a relocation? X No Yes If yes, where is the company currently located? 10. Please provide a brief description of the project. Consistent with the City's desire to have a headquarters hotel for the Fort Worth Convention Center, Omni Hotels will develop and construct the $90 million, privately funded Omni Fort Worth Hotel. This 600 room hotel will have 48,000 square feet of meeting space, three restaurants, spa and fitness facility, pool and all of the amenities associated with a luxury hotel. The hotel will be Fort Worth/Texas—themed and will allow the city of Fort Worth to attract better, larger and additional groups to the downtown area providing a far reaching impact to the area that the city estimates to be $1.6 billion. This project will not burden the city with any financial or operational risk. A real estate project is one that involves the construction or renovation of real property that will be either for lease or for sale. 2 A,business expansion project involves assistance to a business entity that seeks to expand its existing operations within Fort Worth.The business is in a growth mode seeking working capital,personal property or fixed asset financing. Page 2 of 5 ECDO0726040 11. Project Description A. Real Estate Development 1. Current Assessed Valuation of: Land S 3,175,000 Improvements: S N/A 2. New Development or Expansion (please circle one): Size 509,567 sq. ft. Cost of Construction S 60,955,000 3. For mixed-use projects,please list square footage for each use This is not considered a mixed-use project although it may contain a small condominium component. 4. Site Development (parking, fencing, landscaping, etc.): Type of work to be done sidewalks, driveways, trees in recessed planters Cost of Site Development$ 600,000 B. Personal Property& Inventory 1. Personal Property: • Cost of equipment, machinery, furnishing, etc: $11,002,500 • Purchase or lease? Purchase 2. Inventory & Supplies: • Value of. Inventory S 410,000 Supplies $ 25,000 • Percent of inventory eligible for freeport exemption(inventory, exported from Texas within 270 days) % 12. Employment and Job Creation: A. During Construction 1. Anticipated date when construction will start? 10/17/05 2. How many construction jobs will be created? 11000 3. What is the estimated payroll for these jobs? $15,000,000 B. From Development 1. How many persons are currently employed? .0 2. What percent of current employees above are Fort Worth residents? X/A % 3. What percent of current employees above are Central City residents? N/A Page 3 of 5 ECDD0726040 4. Please complete the following table for new jobs to be created. First Year By Fifth Year By Tenth Year Total Jobs to be Created 300 FTE 300 FTE 300 FTE Less Transfers* 50 50 50 Net Jobs 250 FTE 250 FTE 250 FTE % of Net Jobs to be filled by Fort Worth Residents 50% 5 0 0 5 0 % of Net Jobs to be filled by 25% 25% 25% Central City Residents FTE=Full Time Equivalent *If any employees will be transferring,please describe from where they will be transferring. Employees will be transferring from other Omni Hotels locations across the country. Please attach a description of the jobs to be created, tasks to be performed for each,wage rate for each classification, and a brief description of the employee benefit package(s) offered including the portion paid by employee and employer respectively. See question 15 for more information. 13. Local Commitments: A. During Construction 1. What percent of the construction costs described in question 11 above will be committed to: • Fort Worth businesses? lesser of 20$ or $11,000,000 • Fort Worth Certified Minority and Women Business Enterprises?les ser of 10% or $5,500, 000 B. For Annual Supplv & Service Needs Regarding discretionarysupply and service expenses3 (i.e. landscaping, office or manufacturing supplies,janitorial services, etc.): 1. What is the annual amount of discretionary supply and service expenses? $ 477,000 2. What percentage will be committed to Fort Worth businesses? $100, 000 3. What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises? $5 0, 0 0 0 s Discretionary expenses are those which are incurred during the normal operation of business and which are not u� national purchasing contract. lr �Q�2�; R� Page 4 of 5 DISCLOSURES 14. Is any person or firm receiving any form of compensation, commission or other monetary benefit based on the level of incentive obtained by the applicant from the City of Fort Worth? If yes, please explain and/or attach details. N/A 15. Please provide the following information as attachments: a) Attach a site plan of the project. b) Explain why tax abatement is necessary for the success of this project. Include a business pro-forma or other documentation to substantiate your request. c) Describe any environmental impacts associated with this project. d) Describe the infrastructure improvements (water, sewer, streets, etc.) that will be constructed as part of this project. e) Describe any direct benefits to the City of Fort Worth as a result of this project. f) Attach a legal description or surveyor's certified metes & bounds description. g) Attach a copy of the most recent property tax statement from the Tarrant Appraisal District. h) Attach a description of the jobs to be created (technician, engineer, manager, etc.),tasks to be performed for each, and wage rate for each classification. i) Attach a brief description of the employee benefit package(s) offered (i.e. health insurance, retirement, public transportation assistance, day care provisions, etc.) including portion paid by employee and employer respectively. j) Attach a plan for the utilization of Fort Worth Certified Nt WBE companies. k) Attach a listing of the applicant's Board of Directors. On behalf of the applicant, I certify the information contained in this application, including all attachments to be true and correct. I further certify that, on behalf of the applicant, I have read the current Tax Abatement Policy, the Fort Worth Enterprise Zone Information Packet and or all other pertinent City of Fort Worth policies and I agree to comply with the guidelines and criteria stated therein. Scott Johnson Vice President, Acquisitions & Developmeni Printed Name Title - J� . kr 180L c� Sighature Date Page 5 of 5 ECD00726040 15. Please provide the following information as attachments: a) Attach a site plan for the project. No site exists for the project at the current time. We will begin too develop the site plan after an architect has been chosen b) Explain why the tax abatement is necessary for the success of this project. Include a business pro-forma or other documentation to substantiate your request. This project cannot be accomplished without significant tax abatements, rebates and assistance from the city, the county, and the state. With projected room rates below $150 and hotel occupancy in the downtown core well below 70%,the projected revenues of the hotel do not justify the $90 million cost of construction. Attached, please find our projected revenue proforma as substantiation. C) Describe any environmental impacts associated with this project. There are no significant environmental impacts associated with this project. d) Describe the infrastructure improvements (water, sewer,streets, etc.) that will be constructed as part of this project. No major off-site infrastructure improvements are anticipated to be constructed as a part of this project. Modifications to existing crosswalks may be proposed depending on final design. New utility services for electricity, telephone, water, sewer, and natural gas will be brought into the site from the main lines in adjacent right-of-ways. A primary motor drop-off drive will connect Houston Street to the main lobby area of the hotel. Driveways will be constructed for access to the parking garage, and for access to the loading docks. Sidewalks and site trees will be added around the perimeter of the hotel and parking garage. e) Describe any direct benefits to the City of Fort Worth as a result of this project. The direct benefits to the City of Fort Worth are numerous: - 20 year, direct spending economic benefit to Fort Worth of$1.6 billion - Positive impacts on restaurants, retail, and taxi cab services, etc. - $12.9 million in residual taxes to the City of Fort Worth over 20 years - $18 million in FWISD Taxes over a 20 years - 20 year impact to Conventions Market is 4.4 million new room nights - 300+ Full time equivalent employees with an estimated payroll of$7.5 $8 million per year - Allows for greater utilization of city investment made in Fort Worth Convention Center f) Attach a legal description or surveyor's certified metes & bounds description. A legal description and surveyor's certified metes & bounds description are to be provided by the City of Fort Worth. g) Attach a copy of the most recent property tax statement from the Tarrant Appraisal District. As this currently city owned property, a property tax statement should be provided by the City of Fort Worth. h) Attach a description of the jobs to be created (technician, engineer, manager, etc.), tasks to be performed for each, and age rate for each classification. Please see attached. i) Attach a brief description of the employee benefit package(s) offered (i.e. health insurance, retirement, public transportation assistance, day care provisions, etc.) including portion paid by employee and employer respectively. Please see attached. j) Attach a plan for the utilization of Fort Worth Certified Nt WBE companies. Please see attached. k) Attach a listing of the applicants Board of Directors. The owner of the property will be Omni Fort Worth Partnership, L.P. Since it is a limited partnership, it doesn't have a Board of Directors, but its General Partner is Omni Fort Worth GP Corporation. H. Omni Fort Worth Hotel Job Descriptions The 600+room Omni Fort Worth Hotel is estimated to produce around 400 total new jobs.producing 300 Full time equivalent positions. Typical hotel job descriptions follow with an example of salary information from an existing similar Omni Hotel. Accounting: • Assistant Controller: supervise, monitor, and review all on site activities including account reconciliation, accounts payable, accounts receivable, research, billing, and the monitoring of operations systems and procedures and control features. • Credit Manager: Maximize hotel's cash flow earnings through aggressive credit and collection policies. • Account Receivable Clerk: To provide the appropriate billings and back up data of the Hotel's functions booked by the banquet and sales departments. • Accounts Payable Clerk: To ensure that all invoices incurred by the hotel are paid on a timely basis and all policies and procedures are followed • Paymaster: To ensure that paychecks are completed in a timely manner in accordance with Omni Hotels Standards and in compliance with all State and Federal Wage and Hourly Regulations. • Income Auditor: To verify and audit all night time front desk and audit functions, maintain monthly spreadsheets and ensure all financial transactions for the day are verified and balanced. Associate Service Center • Human Resource Manager: To provide an employment function in the administration of staffing requirements for all Hotel positions. • Human Resource Coordinator: To provide clerical and administrative support to the Human Resource Director and Manager. Engineering • Engineering: To provide Technical and administrative assistance to the Director of Engineering Services and to assist the Director of Engineering Services in the operational aspect of the Engineering Department. • Engineer 1: To ensure a safe, efficient, well-maintained hotel environment • Engineer III: To ensure a safe, efficient, well-maintained hotel environment. • Engineer 4/P.R.P.: To ensure a safe, efficient, well-maintained hotel environment. • Groundskeeper: To ensure that the hotel property is well maintained and reflects an image of outstanding quality. • Painter/Plasterer: To ensure a safe, efficient, well-maintained hotel environment as well as to maintain/repair minor visual blemishes within the hotel. Operations • General Manager: To ensure that the operation of the hotel is maintained on a daily basis and that the needs of our owners, employees, and customers are met and/or exceeded. • Human Resource Director: Directs all areas of Human Resource administration including; employment, salary administration, associate services, associate benefits, management development/training and labor relations. Provides advice and counsel on.all laws affecting operations in regards to associates. • Director of Sales and Marketing: To conceive, plan, direct, control and implement all strategies and activities to generate and maximize overall revenues through marketing, sales, promotion, advertising, and public relations that will impact positively on all operating departments of the hotel. • Controller: Directs the accounting and control functions at the hotel, while ensuring timely reporting of operating results and maintenance the integrity of the management information system. • Executive Administrative Assistant: Handles all of the clerical responsibilities and gives administrative assistance to the General Manager. Food & Beverage • Food and Beverage Assistant: Provide clerical support for the Director of food and beverage and other F&B managers. • Director of Outlets: Oversees and directs the operation of the lounge, in room dining, mini bar, and restaurant facilities. Directs, implements, and maintains a service and management philosophy that serves as a guide to respective staff. • Assistant F&B Manager: Responsible for the management of all aspects of the in house restaurant, in room dining, and other possible food operations in accordance with hotel standards. • F&B Supervisor: Supervise, train and inspect the performance of assigned staff, ensuring that all procedures are completed to the Hotel's standards. • Hostperson/Cashier: To ensure that all guest are greeted and seated in a friendly and courteous manner using appropriate procedures. • Server: To wait on tables promptly, courteously, and to serve the guest in any way possible. • Busser: To assist servers in any way possible and to ensure proper, prompt and courteous service to all guests. • In Room Dining Supervisor: Responsible for supervising the activities of the IRD staff. Main concern is that all guests are served in an efficient and unobtrusive manner. • Room Service Cashier: To properly take all orders and communicate them to the servers and work to expedite their service. • Bartender: To deliver prompt and courteous service to all guests and to ensure orders for servers are completed in a timely manner. • Banquet Manager: To ensure proper servicing of all Banquet Functions • Assistant Banquet Manager: To ensure proper servicing of all Banquet Functions Food and Beverage cont. • Banquet Captain: Supervise the floor, make sure food is presented neatly, served on time, and that all functions are coordinated properly. • Banquet Server: To ensure on time service for all F&B in the Banquet department. • Banquet Bartender: To ensure professional service and customer satisfaction • Banquet Cashier: Take orders and communicate them to the bartender and work to expedite the service • Barback: To assist the bartender on set-up and replenishing the bars • Banquet Set-p Supervisor: Ensure proper set up of meeting and Banquet facilities • Banquet Houseperson: To ensure the function room is set to guests expectation and to set up, tear down, and clean all space associated with banquets • Gift Shop Supervisor: Provide service and assistance to ensure guest satisfaction and gift shop profitability • Gift Shop attendant: Restock Merchandise, keep gift shop clean • Executive Chef. Overall responsibility for the efficient running of the kitchen and food production outlets, ensuring operating costs are minimized. • Executive Chef. To ensure efficient effective operation of the kitchen and food production outlets. • Chef. To provide assistance to the executive chef and to ensure efficient effective operation of the kitchen and food production outlets. • Pastry Chef. Responsible for directing and coordinating all pastry and baking preparation for all hotel outlets. • Banquet Cook: Ensure all food is served according to specifications, and work in conjunction with all cooks and chefs in the department. • Garde Manger Station Attd.: To prepare all cold food items. • Baker: To produce and coordinate the delivery of all baked goods • Supervisor: Ensure effective operation of the kitchen and food production outlets. • Production Cook: To fill on off days of fellow line cooks, ensure all food is served according to specifications, and work in conjunction with all line cooks. • Buffet Attendant: To maintain food service and cleanliness of cafeteria • Cafeteria Attendant: To maintain food service and cleanliness of cafeteria • Executive Steward: To ensure that all banquets and other F&B outlets have the required quantities of sanitized equipment/supplies to meet the business needs of the hotel. • Stewarding Supervisor: To supervise the day-to-day operation of the department for a given shift. Control and distribution of operating equipment, maintenance of cleaning and sanitation standards, supervision of all utility, pot washer, dishwasher, and worker assignment tasks. • Night Cleaning Supervisor: Day-to-day supervision of kitchen cleaning at night. Cleaning of all kitchen areas and equipment; maintenance of sanitation; supervision of all night cleaners and assignment of tasks. • Utility Steward: To wash and clean all cookware. Food and Beverage cont. • Banquet Steward: To ensure that all things necessary are available to the waiters at the appropriate time. • Night Cleaner: To sanitize all kitchen areas and equipment. • Director of Purchasing: To provide for the acquisition of food, beverage, and general purchases at maximum economics based on business activity. • Receiving Clerk: To ensure that all food items received meet the approved criteria established by the F&B department. Loss Prevention • Director of Security: To direct all security functions in the hotel ensuring safe and secure accuracy and timely submission. • Security Supervisor: To ensure the routines and tasks of each shift are properly completed in accordance with Omni Standards • Security Officer: To ensure that all hotel guest, associates, and hotel property are maintained in a safe and secure environment. Rooms • Executive Housekeeper: To manage, direct, and coordinate all functions of the housekeeping and laundry departments. • Assistant Executive Housekeeper: Assist in all housekeeping and laundry functions, quality assurance, and cost control. • Housekeeping Coordinator: To assist in the coordination of housekeeping assignments to associates and ensure prompt guest service, while maintaining efficient phone coverage and communication for department. • Head Houseperson: To ensure all house cleaning areas are fully serviced and clean. • Lobby Porter: To service and maintain cleanliness of all public areas. • Laundry Attendant: To ensure all F&B linens are processed to meet Omni Standards • Housekeeping Supervisor: To ensure that the cleaning and servicing of guestrooms meet Omni Standards • Health Club Supervisor: To clean and maintain all health club facilities • Health Club Attendant: To clean and maintain all health club facilities • Mini Bar Attendant: Maintain high standard presentation in the mini bar • Room attendant: To service guest rooms in accordance with Omni Standards • Houseperson: To ensure that assigned house cleaning areas are clean and fully stocked, also service assigned public areas. • Turndown attendant: To provide turndown services of guest rooms. • Night Cleaner: To clean and maintain all assigned areas. • Floor Care: To clean and maintain all assigned areas. • Front Office Manager: To oversee all areas of operation relating to the guest experience for reservations, front desk, and PBX. Rooms cont. • Assistant Front Office Manager: To work closely with director of front office operations and night staff to ensure maximum efficiency. • Front office Clerk: To ensure appropriate checking in and checking out of guests and providing services to these guests in a courteous and professional manner. • Front Office Supervisor: To ensure appropriate checking in and checking out of guests and providing services to these guests in a courteous and professional manner. Also, to be familiar with the A.M. and P.M. checklist. • Front Office Agent/Travel Liaison: To ensure appropriate checking in and checking out of guests and providing services to these guests in a courteous and professional manner and to ensure that all travel agents commissions are correct and processed in a timely fashion. • PBX Operator: To direct and assists guest and associates with communication needs in accordance with Omni Standards. • Guests Services Manager: To create an atmosphere in the lobby conducive to the prompt and efficient handling of all guests needs. • Guests Services Supervisor: To create an atmosphere in the lobby conducive to the prompt and efficient handling of all guests needs. • Bellperson: To provide assistance and services to guest to ensure that their arrival and departure experience is pleasurable and informative. • Overnight Bellperson: To provide assistance and services to guest to ensure that their arrival and departure experience is pleasurable and informative. • Doorperson: To graciously welcome guests to the hotel offering them assistance with their baggage and directions to the front desk, while effectively managing the flow of traffic into and out of the hotel. • Bell Captain: To provide assistance and services to guests in order to ensure that their arrival and departure experience is pleasurable and informative. • Concierge: To provide assistance and services to guests in order to ensure pleasurable accommodations. • Valet Parking Attendant: To park and return guests vehicles promptly, courteously, and safely. • Business Center Attendant: To provide assistance and services for guests in order to ensure guest satisfaction and business center profitability. • Reservation Agent: Responsible for understanding the basic tenants of Rooms Merchandising and integrating that knowledge with selective selling techniques to sell the right rooms to the right customers at the right rate. Sales and Catering • Director of Sales: To assist the Director of Marketing in directing, controlling, and implementing all strategies and activities to generate and maximize overall revenue. To stimulate and support the Catering Sales, conference services department to maximize catering revenues; maintain positive interdepartmental communications; contribute to the overall direction and operation of the hotel. Sales and Catering cont. • Director of Revenue Management: Planning, development, and implementation of all strategies which result in the maximization of the most profitable revenues realized by the hotel. • Association/SMERF/Government Sales Manager: To fully develop this marketing segment within a specified geographic territory concentrating on the solicitation of new profitable business. • Group Sales Manager- Corporate: To fully develop the corporate group market segment within a specified geographic territory concentrating on the solicitation of new profitable business. • Business Travel Sales Manager: To achieve monthly room night goals, develop and implement sales action plans, maintain positive interdepartmental communications and to complete special projects as assigned by the director of sales. • Omni Express Sales Manager: Responsible for booking all markets with the emphasis on short term, high rated and less price sensitive business. • Market Research Coordinator: To protect, maintain and upkeep for all sales systems, controls for rooms and computer files,. Follows all procedures to ensure compliance from sales managers when working with ACP, GRC, and all reports. • Administrative Assistant: To handle all administrative duties. • Director of Conference Planning: Ensure total Guest satisfaction for all group- related functions and achieve budgeted F&B goals. • Convention Services Manager: To discuss meeting room arrangements with planner and to communicate this information through respective hotel department heads. • Director of Catering: Ensure total guest satisfaction for all catered functions and achieve budgeted catering revenues. • Catering Sales Manager: To creatively up sell and service hotels Catering Clients ensuring that value paid is also value received. A copy of a typical salary schedule is attached. Omni Approved Salary Ranges Job Code Position Minimum I Midpoint Maximum 1005 Director of Rooms $ 55,250 $ 65,000 $ 74,750 1010 Front Office Manager(Dept Head) $ 36,125 $ 42,500 $ 48,875 1015 Front Desk Shift Manager(AFOM) $ 29,920 $ 35,200 $ 40,480 1105 Yield Manager(DORM) $ 38,250 $ 45,000 $ 51,750 1115 Reservations Manager $ 31,450 $ 37,000 $ 42,550 1210 Housekeeping Director $ 36,635 $ 43,100 $ 49,565 1215 Assistant Housekeeping Director $ 28,815 $ 33,900 $ 38,985 1310 Guest Services Manager $ 25,500 $ 30,000 $ 34,500 2005 Food & Beverage Director $ 59,330 $ 69,800 $ 80,270 2015 Director of Restaurants Not an approved position 2105 Executive Chef $ 53,890 $ 63,400 $ 72,910 2110 Executive Sous Chef $ 45,560 $ 53,600 $ 61,640 2115 Sous Chef $ 31,790 $ 37,400 $ 43,010 2120 Pastry Chef $ 31,450 $ 37,000 $ 42,550 2310 Executive Steward $ 25,500 $ 30,000 $ 34,500 2410 Restaurant Manager $ 31,450 $ 37,000 $ 42,550 2412 Assistant Restaurant Manager $ 28,220 $ 33,200 $ 38,180 2820 Room Service Manager $ 25,500 $ 30,000 $ 34,500 2900 Catering/Convention Services Director rNot an approved position 2905 Catering Director $ 38,250 $ 45,000 $ 51,750 2910 Catering Sales Manager $_ 33,830 $ 39,800 $ 45,770 2925 Banquet Manager $ 39,525 $ 46,500 $ 53,475 2930 Assistant Banquet Manager $ 30,515 $ 35,900 $ 41,285 4510 Business Center,Manager $ 25,500 $ 30,000 $ 34,500 5005 Director of Operations Not an approved position 5100 Controller $ 55,250 $ 65,000 $ 74,750 5105 Assistant Controller. $ 39,780 $ 46,800 $ 53,820 5115 Credit Manager $ 25,500 $ 30,000 $ 34,500 " 5120 Accounting MID 5305 Human Resources Director $ 51,000 $ 60,000 $ 69,000 5310 Human Resources Manager $ 37,230-$� 43,800 $ 50,370 5320 Training Manager- Not an approved position 5325 Recruit/Employment Manager-. $ 25,500 $ 30,000 $ 34,500 5405 Chief of Security $ 33,575 $ 39,500 $ 45,425 5505 Purchasing Manager $ 32,555 $ 38,300 $ 44,045 6010 Director of Sales&Marketing $ 59,50,0 $ 70`000 $ 80,500 6015 Directorof Sales $ 49,3b0 $ 58,000 $ 66,700 6018 Senior Sales Manager $ 39,015 $ 45,900 $ 52,785 6020 Group Sales Manager $ 32,215 $ 37,900 $ 43,585 6025 Business Travel Sales Manager $ 31,450 $ 37,000 $ 42,550 6032 Convention Services Director $ ,42,500 $ 50,000 $ 57,500 6035 Convention Services Manager $ 36,295 $ 42,700 $ 49,105 7010 Engineering Director $ 51,000 $ 60,000 $ 69,000- 7015 Assistant Engineering Director $ 36,125 $ 42,500 $ 48,875 ROOMS DIVISION JOB CODE START PREMIUM MAXIMUM FRONT DESK Front Desk Agent 1030 $9.00 $9.36 $10.80 Overnight Front Desk Agent 1035 $9.50 $9.88 $11.40 Rooms Coordinator 1030 $10.00 $10.40 $12.00 Front Desk Agent Supervisor 1025 $10.50 $10.92 $12.60 BUSINESS CENTER Business Center Agent 4520 $9.00 $9.36 $10.80 Business Center Supervisor 4515 $10.50 $10.92 $12.60 PBX PBX Operator 4015 $8.00 $8.32 $9.60 Overnight PBX Operator 1035 $9.50 $9.88 $11.40 PBX Supervisor 4010 $10.50 $10.92 $12.60 RESERVATIONS Reservation Agent 1125 $9.00 $9.36 $10.80 Group Rooms Coordinator 1125 $10.00 $10.40 $12.00 Reservations Supervisor 1120 $10.50 $10.92 $12.60 GUEST SERVICES Concierge 1340 $8.50 $8.84 $10.71 Bellperson 1325 $5.00 $5.00 $5.00 Overnight Bellperson 1327 $6.50 $6.50 $6.50 Valet Attendant 4110 $5.00 $5.00 $5.00 Doorperson 1330 $5.50 $5.50 $5.50 Driver 1335 $6.50 $6.76 $7.80 HEALTH CLUB Health Club Supervisor 4215 $8.50 $8.84 $10.71 Masseuse 4248 $12.50 $12.50 $12.50 Health Club Attendant 4230 $7.00 $7.28 $8.40 HOUSEKEEPING Dispatcher/Office Coordinator 1220 $8.25 $8.58 $9.90 AM Floor Supervisor 1245 $8.25 $8.58 $9.90 PM Floor Supervisor 1250 $8.50 $8.84 $10.75 Guest Room Attendant 1260 $6.60 $6.86 $8.50 Turndown Attendant 1285 $6.60 $6.86 $7.92 AM Lobby Attendant 1235 $6.60 $6.86 $7.92 PM Utility 1295 $6.60 $6.86 $7.92 Head Houseperson 1225 $7.25 $7.54 $8.70 Houseperson 1265 $6.75 $7.02 $8.10 Floor Care Specialist 1230 $8.50 $8.88 $10.20 Night Cleaner 1298 $7.50 $7.80 $9.00 Laundry Attendant 9720 $6.75 $7.02 $8.10 Honor Bar Supervisor 3115 $6.50 $6.75 $7.80 Honor Bar Attendant 3110 $7.00 $7.28 $8.40 ADMINISTRATIVE/GENERAL ADMINISTRATIVE ASSISTANTS GM Executive Assistant 5010 $14.42 $15.00 $17.30 Executive Office/ F&B Admin. 5010 $12.00 $12.48 $14.40 Catering Administrative Assistant 2920 $12.00 $12.48 $14.40 Market Research Coordinator 6055 $12.00 $12.48 $14.40 ASC Coordinator 5330 $12.00 $12.48 $14.40 ACCOUNTING Accounts Payable Clerk 5135 $10.00 $10.40 $12.00 Accounts Receivable Clerk 5130 $10.50 $10.92 $12.60 Paymaster 5140 $10.50 $10.92 $12.60 Income Auditor 5150 $10.00 $10.40 $12.00 LOSS PREVENTION/SECURITY Loss Prevention Supervisor 5410 $10.00 $10.40 $12.00 Loss Prevention Agent 5415 $9.50 $9.88 $11.40 Loss Prevention Agent(Overnight) 5420 $9.75 $10.14 $11.70 ENGINEERING Engineer 1 7025 $13.00 $13.52 $15.60 Engineer III -Medium Skilled/General Maint. 7035 $10.25 $10.66 $12.30 Engineer IV-Medium Skilled/Guestroom 7040 $9.75 $10.14 $11.70 Engineering Administrative Assistant 7020 $12.00 $12.48 $14.40 Groundskeeper 7065 $8.00 $8.32 Painter 7070 $11.00 $11.44 $13.20 Carpenter $11.00 $11.44 $13.20 Overnight Engineer-11:00pm-7:00am 7075 $11.00 $11.44 $13.20 FOOD AND BEVERAGE JOB CODE START PREMIUM MAXIMUM KITCHEN Kitchen Supervisor 2130 $12.00 $12.48 $14.40 2140-AM/2150- Production Cook I -Saute PM $11.00 $11.44 $13.20 Production Cook II - Pasta 2143 $10.00 $10.40 $12.00 Production Cook III -Pantry 2145 $9.00 $9.36 $10.80 Banquet Cook 1 2135 $10.00 $10.40 $12.00 Banquet Cook II 2137 $9.00 $9.36 $10.80 Banquet Cook III $8.00 $8.32 $9.60 Buffet Attendant 2175 $9.50 $9.88 $11.40 Pastry Cook 1 2183 $11.00 $11.44 $13.20 Pastry Cook II 2185 $10.00 $10.40 $12.00 Station Attendant-Garde Mange 2173 $7.50 $7.80 $9.00 CAFETERIA Cafeteria Supervisor 9210 $8.50 $8.84 $10.20 Cafeteria Attendant 9215 $6.25 $6.50 $7.50 STEWARDING Stewarding Supervisor 2315 $9.00 $9.36 $11.25 Steward 2320 $6.50 $6.76 $7.80 Steward Night Cleaner 2330 $7.00 $7.28 $8.40 Banquet Steward Runner 2320 $7.50 $7.80 $10.00 PURCHASING Receiving/Storeroom Supervisor $10.50 $10.92 $12.60 Receiving/Storeroom Clerk 2215 $8.50 $8.84 $10.20 TREVI'S Supervisor 2415 $11.00 $11.44 $13.86 Host/Hostess/Cashier 2420 $11.00 $11.44 $13.86 Dining Room Attendant 2445 $7.00 $7.00 $7.00 Server 2430 $6.00 $6.00 $6.00 Buffet Runner 2450 $7.00 $7.00 $7.00 Pool Attendant 3067 $7.50 $7.50 $7.50 Morsel's Attendant 3220 $9.00 $9.36 $10.80 BAR-APERTIF/LES JARDIN Bartender 3015 $7.00 $7.00 $7.00 Bartender-Service 3025 $7.50 $7.50 $7.50 Cocktail Server 3016 $7.00 $7.00 $7.00 IN-ROOM DINING Supervisor 2815 $12.00 $12.48 $15.12 Order taker/Cashier 2820 $8.00 $8.32 $10.75 Server 2830 $4.00 $4.00 $4.00 BANQUETS Banquet Captain 2935 $5.00 $5.00 $5.00 Banquet Server 2940 $2.60 $2.60 $2.60 Banquet Server-On-call 2942 $2.13 $2.13 $2.13 Banquet Bartender 3066 $2.75 $2.75 $2.75 Banquet Set-Up Supervisor 2950 $10.50 $10.92 $13.13 Banquet Set-Up Houseperson 2955 $7.50 $7.80 $9.37 Banquet Set-Up Houseperson Overnight 2955 $8.00 $8.32 $9.60 Banquet Night Cleaner 1298 $7.50 $7.80 $10.00 Banquet Barback 3064 $2.13 $2.13 $2.13 I. Employee Benefit Package The Omni Hotels employee benefits package is designed to deliver the type and level of benefits that are desirable to the largest number of associates and their family members. The two medical coverage plans offered are the HMO plan and the PPO plan which are both administered through United Health Care. The rates for these plans are attached. Qualifying employees also have the option to enroll in a comprehensive dental and vision plan at minimal extra cost. Term Life insurance and disability plans are offered through UNUM Life Insurance Company which covers everything from accidental death and dismemberment to disability coverage. Employees also have access to a program called LifeBalance. LifeBalance helps employees and their families deal with daily challenges from workplace stress to financial and legal questions, addiction and recovery, and emotional health. Omni Hotels also helps employees plan for their financial future by offering a comprehensive 401K retirement savings plan and matching up to 3% of each employees contribution into the 401K account each pay period. Employees can also save through established flexible spending accounts. These accounts allow employees to defer pre-tax earnings and apply them to other qualifying expenses. All employees also have access to certain benefits through Omni Hotels credit union membership. This includes access to normal banking functions without any charges associated. Employees can also receive better rates on loans or credit cards through the membership. Additionally, Omni Hotels has a discount card program that offers employees discount cards to Anheuser-Bush Theme Parks, Universal Studios, Jos. A. Bank clothing stores, The Men's Wearhouse, and the Retail Brand Alliance (which includes companies like Brooks Brothers and the Casual Corner). Omni Hotels is dedicated to the overall well being of all of its employees and strives to benefit them in any way possible. Medical-UNITED HEALTHCARE HMO-COBRA Eligible Under$25,000 Employee Portion Employer Portion Total Bi-week) Emp% EMPR%a Associate Only $52.50 $64.04 $116.54 45.05% 54.95% Associate+S ouse $122.50 $131.35 $253.85 48.26% 51.74% Associate+Child $89.50 $155.69 $245.19 36.50% 63.50% lAssociate+Family $134.00 $241.00 $375.00 35.73% 64.27% Over$25,000 Employee Portion Employer Portion Total Bi-week) Associate Only $59.50 $57.04 $116.54 51.06% 48.94% Associate+S ouse $132.00 $121.85 $253.85 52.00% 48.00% Associate+Child $97.00 $148.19 $245.19 39.56% 60.44% Associate+Family $160.00 $215.00 $375.00 42.67% 57.33% Medical-UNITED HEALTHCARE PPO-COBRA Eligible Under$25,000 Em to ee Portion Employer Portion Total Bi-week) Associate Only $89.50 $69.38 $158.88 56.33% 43.67% Associate+S ouse $195.00 $141.46 $336.46 57.96% 42.04% Associate+Child $140.00 $168.42 $308.42 45.39% 54.61% lAssociate+Family 1 $232.00 $260.23 $492.23 47.13% 52.87% Over$25,000 Employee Portion Employer Portion Total Bi-weekly Associate Only $97.00 $61.88 $158.88 61.05% 38.95% Associate+S ouse $205.00 $131.46 $336.46 60.93% 39.07% Associate+Child $148.00 $160.42 $308.42 47.99% 52.01% lAssociate+Family $260.00 $232.23 $492.23 52.82% 47.180/6 Dental-CIGNA DENTAL-COBRA Eligible DMO Employee Portion Employer Portion Total Bi-week) Associate Only $3.50 $2.81 $6.31 55.47% 44.53% Associate+S ouse $8.18 $3.06 $11.24 72.78% 27.22% Associate+Child $7.01 $4.65 $11.66 60.12% 39.88% lAssociate+Family $12.85 $5.02 $17.87 71.91% 28.09% Traditional Employee Portion Em to er Portion Total Bi-week) Associate Only $8.56 $3.22 $11.78 72.67% 27.33% Associate+S ouse $18.37 $5.63 $24.00 76.54% 23.46% Associate+Child $17.14 $5.67 $22.81 75.14% 24.86% Associate+Family $26.93 $7.94 $34.87 77.23% 22.77% Vision -VISION SERVICE PLAN -COBRA Eligible VSP Employee Portion Employer Portion Total Bi-week) Associate Only $4.08 $0.00 $4.08 100.00% 0.00% Associate+S ouse $6.40 $0.00 $6.40 100.00% 0.00% Associate+Child $6.52 $0.00 $6.52 100.00% 0.00% Associate+Family $10.52 $0.00 $10.52 100.00% 0.00% Term Life Insurance-UNUM Rates vary. See attached age rate table. LEE LCH LSP AD&D- UNUM Rates vary. ADE No rate change for 2004 ADF Whole Life Insurance- PROVIDENT LIFE INSURANCE Rates vary. Rates are hard keyed in. OLF No rate change for 2004 Disability- UNUM Rates vary. Rates are hard keyed in for all hotel employees and corporate hourly. DIH EOC, Managers and Corporate salaried are a precentage of salary. DVS See attached rate sheet J. Fort Worth Certified M/WBE Utilization Omni Hotels has made M/WBE commitments concerning the proposed $90 million Omni Fort Worth Convention Center Headquarters Hotel. We have already met with the Fort Worth Certified M/WBE ad hoc committee and informed them of our commitments. The Minority chambers have endorsed our project and are supportive of our Fort Worth M/WBE goals and commitments. During construction we have committed to spend the lesser of$5.5 million or 10% of construction dollars with Fort Worth Certified M/VYBE firms. Once we hire a general contractor, a more formal program will be put in place that will detail reporting and steps for achieving and surpassing those commitments. During the first ten years of operation of the hotel,we have committed that at least $50,000 per year will be spent with Fort Worth Certified M/WBE firms. We intend to work closely with the City's Economic Development Department to make the M/WBE community aware of all opportunities and during the development of the property we will be structuring a more formal program that will seek to find ways to surpass those commitments. EXHIBIT "D" MINIMUM HOTEL OPERATING STANDARDS [The Minimum Hotel Operating Standards appear on Exhibit "D-1" and Exhibit "D-2"] Tax Abatement Agreement between City of Fort Worth and Omni Fort Worth Partnership,L.P. Exhibit D-1 Lodging Criteria and Expectations 'Note; The following criteria are suggested criteria of what a guest can generally expect at each star level. They are not individually mandated nor are they limited to those items listed below. These are merely a representative sampling of the hundreds of points covered during our inspection process. Additionally, at eaoh level the lodging establishment is required to meet or exceed the requirements of the previous star rating. For example, a Two-Star hotel meets the criteria expectations of a Two-Star hotel as well as the One-Star hotel. A Three- Star hotel meets the criteria expectations of a Three-Star hotel, a Two-Star hotel and One-Star hotel, and so forth. One-Star Lodging Establishment is a clean, comfortable, and reliable, limited service establishment. Courteous service and good housekeeping, including daily maid service, are standard. Characteristics of a One-Star Hotel or Motel include: Services Detail -Staff is well-groomed with professional, neat and well-maintained attire. -All staff encountered are pleasant and professional in their demeanor. -Coffee, hot tea and breakfast pastry are available on-site (could be in-room). .Two-Star Lodging Establishment provides clean, comfortable and reliable accommodations along with expanded amenities and services, such as a full-service restaurant on-site. Guests at a Two-Star Hotel, Resort or Inn can expect to find all of the qualities for a One-Star Hotel, or Resort plus the following characteristics: Services Detail - Front desk staff are articulate, smile and make eye contact. -Staff is attired in well-fitting, consistent uniforms. - Baggage assistance is available on request. -The front desk is staffed twenty-four hours. - Restaurant on-site serving three meals daily. - If Inn, twenty-four hour guest service available on-call * * * Three-Star Lodginq Establishment is an establishment that is well-appointed, with full services and expanded amenities. Guests at a Three-Star Hotel, Resort or Inn can expect to find all of the qualities for a Two-Star Hotel or Resort plus the following characteristics: Services Detail -Turndown service is available upon request. -Valet parking is available. - Baggage assistance is automatic. - Same day laundry and dry cleaning available five days/week. - Complimentary newspapers are delivered to room automatically. - Complete room service is available. -Workstation is available where guest can access Internet. - Basic fitness equipment is provided, including treadmills and cycles. - If Inn, restaurant on-site which serves full breakfast is available. -.If Resortrcomplimentarynew--papers-(or-ne_wsfaxes)_are delivered to room automatically. _ _ ^-s.az w:F s =Fs -�^fit s� �,,.,-. �t- • • • •• • • ••: cc^^ A t �'wa.�z �' ir„'.•x sit-����`y +-� ' � t _ o- sr •. : • . •_ • • • • r7 1.F K s'ar'i-"x'11.•� 41. ick �'t...—� ��i�a" ��' •• • .•• •• $ Eg •. • • • • •• w �+ CT F��N. _ • • a• � i1l;� T r�,;. Exhibit D-2'���� �y�" ax,� .F ram��.►��Tr ��i�t'�! L������ J��7�'f� 'Gx�� Escort provides a warmand sincere greeting, G ? using guest's name ' Escort is able to provide information about .r�. facilities when asked " Escort offers to hang garment bag and.place " luggage on luggage stand or in appropriate area ` Escort explains features and functions of room Escort offers to fill ice bucket SFr Escort asks if there are any other ways to-be of service Escort offers a warm and sincere closing Turndown service available on request Service _eptng� q (Service" maybe requested with 4 diamond only) ' Operator answers phone promptly within three- rings i' Operator provides a warm and sincere greeting, ... 3 L. •� �,� using guests name Operator offers a warm and sincere closing ^ Attendant accommodates requests for time of service Folds bads or removes bedspread Turns up pillows ' Straightens bathroom, re-points tissues, r wipes surfaces k Replaces used towels i Empties wastebasket M Cleans ashtray Adjusts drapes t� Adjusts room lighting Replaces used glasses Tums on soft level music j Service is available 24 hours a day, seven days . a week y r Service number is answered within three rings " `K'tz Operator provides a warm and sincere greeting, ix r. ys using guest's name when call is requested i 4 Operator asks appropriate questions and replies 4 in a professional manner { Operator offers a warm and sincere dosing Automated, personal call received within five minutes of requested time (Service maybe automated with 4 diamond only) Tha ni2mond Rating Criteria 27 Exhibit D-2 ;ts�?�-•rd�- x A�i7i��a�IiPa�vyr.►`ra� r��.►".,.�• Q' .� .Service number is answered within three rings - UDS Operator provides smarm and sincere greeting, using guest's name Operator asks appropriate;questions and replies in a professional.rnanner r' Operatorrepeats order to guest 'Operator.givestimeestimate,for delivery (within.30:minutes) Operatoroffers a warm and sincere dosing Operatorcalls to advise guest ft order will be fateor items ordered are not available Special,'express services are available for.. breakfast orders Delivered within five minutes of time promised Morning newspaper delivered to door or with t fy' breakfast(If delivered to guest door,the paper is presented with breakfast) Attendant offers a suggestion as to tr 0abie ;^ placement - Attendant reviews,guestorder Attendant prepares table ser up and removes food covers M6gi estperrryssion Food presentafion�aodq.(ty of ingredients reflects an upscaleiexperience � " All appropriate;dishware and hnensare of an upscala c}uality Y t TM Alf food-asrserved' t(aa proper terriperatur ` (hoi food krot anti-9,01d,'aod.cold) r 3 '�+k, Y E - Alt food is prepares! q[ efed Atferld roffeFs hour beverage f Attendant prowdes..,wntten or verbal instnicfions,LL: for the table/t[ay:removal. Attendant offers a warm and sincere closing - Prompt removal of traysltables,upon request Service number is answered within threerin s . Operator provides,a warm and sincere greeting, using guest's name >t� Operator offers to retrieve car or arrange'c�tYter transportation v4Y {3 ; Operator offers a warm and sincere cs�ng 1 Bel man arrives prompti5r hot witC)►rt five ���, -,� minutes .�yest ts.riotified of`delayatttme of. request _ Bellman provides a warm and sincere greeting 3 .using guest's name ,`�'' �°'� f Bellman tngwres about guest`s stay ,� _Iman is conversant with guest whl�a praviding. assistance; Bellman off.ers a warm.andtincere closing: - s � -of :>`2 "� x."' r ���+�,. • • • • ,• -'r•�'� .fes - •. r^ _ r X .p zt s iFif • 'Y' SP-'l r.C?4i•'�' '"'.•S `.��'�-,,�c. 31.x. • • • • ��` �S4 • 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 ABATE REFERENCE NO.: C-20622 SUBJECT: Authorize Execution of Tax Abatement Agreement with Omni Fort Worth Partnership, L.P. RECOMMENDATION: It is recommended that the City Council: 1. Make the findings specifically outlined in the attached Tax Abatement Agreement; and 2. Authorize the City Manager to execute the attached Tax Abatement Agreement with Omni Fort Worth Partnership, L.P. DISCUSSION: PROJECT OVERVIEW In response to a Request for Proposals issued by the City, Omni Fort Worth Partnership, L.P. (Omni) proposes to construct a full-service hotel on two tracts of land owned by the City and located directly to the west of the Fort Worth Convention Center. The hotel will have approximately 600 rooms, two full-service restaurants, a lobby bar, approximately 48,000 square feet of dedicated meeting space and other supporting facilities commensurate with a full-service convention center hotel. The hotel will be Texas-themed, and the City will have the right to approve the preliminary and final plans and specifications. Omni will also construct a parking garage, all or a portion of which will be located below ground, on the same tracts of land. Omni may construct residential condominiums on top of the hotel. Omni has committed to expend at least $59,360,000 in hard construction costs for the hotel and parking garage. Within eight months following execution of the attached Agreement, TRT Holdings, Inc., Omni's ultimate parent company, will deliver the City a guaranty under which TRT Holdings, Inc. guarantees completion of the hotel and parking garage. THE TAX ABATEMENT Under the attached Tax Abatement Agreement, Omni will receive a ten-year, 100% real and personal property tax abatement on the hotel and, so long as Omni constructs residential condominiums with an aggregate taxable appraised value of$6.3 millon, on the hotel parking garage. Taxes will not be abated on any residential units that may be constructed on the property. OMNI COMMITMENTS As part of this project, Omni has made the following commitments: Logname: 170MNI ABATE PaaP 1 of • Construction Spending. Omni will spend the lesser of $11,872,000 or 20% of hard construction costs for the hotel/garage with Fort Worth companies. Omni will also spend at least $5,936,000 or 10% of hard construction costs with Fort Worth M/WBE companies. Expenditures with Fort Worth Mf BE companies also count toward the commitment for spending with Fort Worth companies. If Omni fails to meet any of these commitments, the City will receive a credit toward its obligation to pay certain economic development grants paid by the City under a separate Economic Development Program Agreement between the City and Omni, which will have the effect of reducing the value of the overall incentives provided to Omni, which incentives include the abatement, but the calculation of the abatement itself will not be reduced. • Employment. Omni annually will provide at least 250 full-time equivalent jobs (FTEs) in the hotel/garage, of which at least 125 must be residents of the City and 62 must be residents of the Central City. Jobs provided to residents of the Central City will also count as jobs provided to residents of the City. If Omni fails to meet any of these commitments, Omni will pay the City $4,500 for each FTE below the 250 overall commitment; $4,500 for each FTE below the 125 City commitment; and $9,000 below the Central City commitment. All payments will be used to fund a job-training program at the hotel. • Supply/Service Spending. Omni will spend at least $100,000 per year with Fort Worth companies and at least $50,000 per year with Fort Worth Mf BE companies in discretionary supplies and services for the hotel Spending with Fort Worth M/WBE companies shall also count toward the spending commitment for Fort Worth companies. If Omni fails to meet any of these commitments, the City may deduct the number of dollars by which Omni failed to meet the commitments from certain future economic development grants paid by the City under a separate Economic Development Program Agreement between the City and Omni, which will have the effect of reducing the value of the overall incentives provided to Omni, which incentives include the abatement, but the calculation of the abatement itself will not be reduced. It is anticipated that construction on the hotel will begin in December 2005 and that the hotel will be open for business by not later than April 2008. Fort Worth Omni Hotel is located in Council District 9. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this Agreement will have no effect on City funds for the 2004-2005 budget year. TO Fund/Account/Centers FROM Fund/AccounVCenters Submitted for City Manager's Office Dale Fisseler (6140) Joe Paniagua (6191) Originating Department Head: Tom Higgins (6192) Additional Information Contact: Peter Vaky (7601) Ardina Washington (8003) Lo2name: 17OMNI ABATE pnop 7 of